PEBCO MOTORS LIMITED · CORPORATE OFFICE Medium Sector, Industrial Area Adityapur Kandra Road...

PEBCO MOTORS LIMITED

BOARD OF DIRECTORS 1. Narinder D. Relan* Chairman

2. Kishan N. Parikh Managing Director

3. Alpa K. Parikh Wholetime Director

4. Manoranjan Dash Director

5. Pinak Ajmera Director

*Ceased to be a Director w.e.f. 02.06.2016 due to sad demise.

CHIEF FINANCIAL OFFICER Kirti C. Adeshra

COMPANY SECRETARY Shilpa Aggarwal

CORPORATEIDENTITY NUMBER L67120WB1971PLC029802

REGISTERED OFFICE 8-A, Monalisa, 17, Camac StreetKolkata 700 017Tel : (033) 22871046

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

E-MAIL & WEBSITE [email protected]

www.pebcomotors.com

AUDITORS Chaturvedi & CompanyChartered AccountantsKolkata, West Bengal

BANKERS State Bank of India

ICICI Bank Limited

REGISTER & SHARE TRANSFER AGENT M/s Niche TechnologiesPrivate LimitedD-511, Bagree Market, 5th Floor71, B.R.B. Basu RoadKolkata - 700001Tel. : (033) 22357270 / 7271

CONTENTS

Notice .... 1-12

Directors’ Report .... 13-23

Report on Corporate Governance .... 24-45

Compliance Certificate .... 34

Auditors’ Report .... 46-49

Balance Sheet .... 50

Profit & Loss Statement .... 51

Notes on Financial Statement .... 52-63

Significant Accounting Policies .... 64-68

Cash Flow Statement .... 69

Page No.

Notice to members :

Notice is hereby given that Forty Fourth Annual General Meeting of Pebco Motors Limited will be held onTuesday, the 06th day of September, 2016 at 11.30 a.m. in the premises of Registered Office of theCompany at 8-A, Monalisa,17, Camac Street, Kolkata 700 017 to transact the following business

Ordinary Business :

1. To receive, consider and adopt the Financial Statements of the Company for the financial year endedMarch 31, 2016 along with the Reports of Directors and Auditors thereon.

2. To declare Dividend on Equity Shares for the financial year 2015-16.

3. To appoint a Director in place of Mr. Kishan N. Parikh (DIN 00453209) who retires by rotation andbeing eligible, offers himself for re-appointment.

Shareholders are requested to consider and, if thought fit, to pass with or without modification(s),the following resolution as an Ordinary Resolution :"RESOLVED that pursuant to Section 152 and other applicable provisions, if any, of the CompaniesAct, 2013, the approval of the members of the Company be and is hereby accorded to there-appointment of Mr. Kishan N. Parikh (DIN 00453209) who retires by rotation and being eligible,offers himself for re-appointment”

4. To appoint M/s. Chaturvedi & Company, Chartered Accountants, (ICAI Registration No.302137E) theretiring Statutory Auditors of the Company, as Statutory Auditors of the Company, to hold office fromconclusion of this Annual General Meeting till conclusion of the next Annual General Meeting and toauthorize the Board of Directors to fix their remuneration for the said period.

To consider and if thought fit to pass with or without modification(s), the following resolutionas an Ordinary Resolution:"RESOLVED that pursuant to Section 139, 142 and other applicable provisions of the Companies Act,2013 and the Rules made there under, M/s Chaturvedi & Co., Chartered Accountants, Kolkata, (havingFirm Registration No.302137E) the retiring Statutory Auditors of the Company be and is hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of the next Annual General Meeting of the Company and that theBoard of Directors of the Company be and is hereby authorized to fix their remuneration for the saidperiod."

Special Business :

5. Re-appointment of Mr. Kishan N. Parikh as Managing Director of the Company with effect from 01stJuly, 2016

To consider and, if thought fit, to pass with or without modification(s), the following resolutionas Special Resolution:

"RESOLVED that pursuant to the Section 196, 197 read with Schedule V and other applicable provisions,if any, of the Companies Act, 2013 and rules made there under (including any statutory modification{s}or re-enactment thereof) for the time being in force, Mr. Kishan N. Parikh, (DIN: 00453209) be and is

PEBCO MOTORS LIMITED(CIN : L67120WB1971PLC029802)

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

Telephone : 033-22871046

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

TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THEPROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument appointing the proxy should,however be deposited at the registered office of the Company not less than 48 hours beforecommencement of the meeting.

2. Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 , in respect of the businessunder item no. 5 is annexed hereto.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate notmore than ten percent of the total share capital of the Company carrying voting rights. A memberholding more than ten percent of the total share capital of the Company carrying voting rights mayappoint a single person as proxy and such person shall not act as a proxy for any other person orshareholders.

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

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

6. The Register of members and the Share Transfer books of the Company will remain closed from31.08.2016 to 06.09.2016 (both days inclusive) for determining the entitlement of the Shareholders tothe dividend for financial year 2015-16, if declared.

7. The dividend as recommended by the Directors and if approved at the meeting, the payment of suchdividend will be made to those members of the Company whose name appear in the Company'sregister of members as on the close of 30.08.2016.

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

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

10. All documents referred to in the notice are available for inspection at the Registered Office of theCompany during 2.00 pm to 4.00 pm on all working days till the date of Annual General Meeting.

11. The Notice of the AGM along with the Annual Reports 2015-2016 is being sent by physical mode tothose members whose addresses are registered with the Company unless any member has requestedfor electronic mode of the same.

12. The Members who have not registered their e-mail addresses are requested to register the same withNiche Technologies Private Limited, the Registrar and Share Transfer Agent of the Company.

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hereby re-appointed as Managing Director of the Company for a period of 3 (Three) years with effectfrom 1st July, 2016 to 30th June, 2019 on the terms and conditions as stated out in the agreemententered with him in this regard and which is hereby specifically sanctioned with liberty to the Board ofDirectors (hereinafter referred to as "the Board" which term shall be deemed to include any committeewhich the Board may continue to exercise its powers, including the power conferred by the resolution)to alter and vary the terms and conditions of the said agreement /or remuneration including minimumremuneration and/ or other terms of this appointment in such manner as the Board may deem fit andacceptable to Mr. Kishan N. Parikh."

Name of Director Mr. Kishan N. Parikh

Date of Birth & Age 15.04.196749 Years

Nationality Indian

Date of appointment on the Board 25.06.1985

Qualification B.Com

Expertise in Specific function areas Business Management, Accounts Finance

List of Directorship Held in other Companies. 1. Sharda Motor Industries Limited.2. Bharat Seats Limited3. Pebco Industries Ltd.4. Aersoft Trading & Marketing Pvt. Ltd.5. Anjana Minerals Pvt. Ltd.6. Brisco Private Limited7. Jamshedpur Air Connect Pvt. Ltd.

Membership/ Chairmanship of Committees 1. Sharda Motor Industries Limited.Across other Companies a. Audit Committee - Chairman

b. Nomination & RemunerationCommittee - Member

c. Corporate Social ResponsibilityCommittee - Member

Number of shares held by Director In the 179750 Equity Sharescompany

Director Identification Number 00453209

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13. Members are requested to send their quaries, if any, on the account and operations of the Companyto the Company Secretary at least 7 days before the date of Annual General Meeting.

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

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

16. The Ministry of Corporate Affairs has undertaken a "Green Initiative in Corporate Governance" andallowed companies to share documents with its shareholders through the electronic mode. Membersare requested to support this green initiative by registering/ updating their email addresses, in respectof shares held in dematerialized form with their respective Depository participant and in respect ofshares held in physical form with the Company or its Transfer Agent.

17. Details in respect of the Directors offers himself /herself for appointment / re-appointment at the AGM,in pursuance to clause 36, chapter IV of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements), Regulations, 2015, forms integral part of the notice.

18. Statement giving information about the re-appointee which is required under Part II, Section II to theSchedule V of the Companies Act, 2013 as follows :

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

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

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

III. The process and manner for remote e-voting are as under:(i) The remote e-voting period commences on 03rd September, 2016 (10:00 am) and ends on 05th

September, 2016 (5:00 pm). During this period members' of the Company, holding shares eitherin physical form or in dematerialized form, as on the cut-off date of 30th August, 2016, may casttheir vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for votingthereafter. Once the vote on a resolution is cast by the member, the member shall not be allowedto change it subsequently.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period.(iii) Click on "Shareholders" tab.(iv) Now Enter your User ID

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

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

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

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For Members holding shares in Demat Form and Physical Form

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xviii) Note for Institutional Shareholders & Custodians :

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

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

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

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

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued infavour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizerto verify the same.

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

(xx) Shareholders can also cast thier vote using CDSL’s mobile app m-Voting avaialble for android basedmobiles. The m-Voting app can be downloaded from Goggle Play Store. iPhone and Windows Phoneusers can download the app from the App store and the Windows Phone Store respectively on or after30th June 2016. Please follow the instructions as prompted by the mobile app while voting on yourmobile.

20. Institutional Members / Bodies Corporate (i.e. other than individuals, HUF, NRI etc.) are required tosend scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. togetherwith attested specimen signature of the duly authorized signatory(ies) who are authorized to votethrough e-mail at [email protected] with a copy marked to [email protected] on orbefore 05th September, 2016 upto 5:00 pm without which the vote shall not be treated as valid.

21. the voting rights of shaeholderws shall be in proportio to their shares of the paid up equity shres capitalof the Company as on the cut off date of 30th August, 2016. A person who is not a member as on cutoff date should trea this notice for information purpose only.

22. The notice of Annual General Meeting will be sent to the members, whose names appear in the registerof members / beneficiary owners at closing hours of business, on 22nd July, 2016.

23. The shareholders shall have one vote per equity share held by them as on the cut-off date of 30thAugust, 2016. The facility of e-voting would be provided once for every folio / client id, irrespective ofthe number of joint holders.

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By Order of the Board of DirectorsFor Pebco Motors Limited

Regd. Office :8-A, Monalisa, 17, Camac StreetKolkata - 700017CIN: L67120WB1971PLC029802Phone: 033-22871046E-mail: [email protected]: www.pebcomotors.comDated : 27th May, 2016

Shilpa AggarwalCompany Secretary

Membership No. A32344

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24. Since the Company is required to provide members the facility to cast their vote by electronic means,shareholders of the Company, holding shares either in physical form or in dematerialized form, as onthe cut-off date of 30th August, 2016 and not casting their vote electronically, may only cast their voteat the Annual General Meeting.

25. Investors who became members of the Company subsequent to the dispatch of the Notice / Email andholds the shares as on the cut-off date i.e. 30th August, 2016. are requested to send the written / emailcommunication to the Company at [email protected] by mentioning their Folio No. / DP ID andClient ID to obtain the Login-ID and Password for e-voting.

26. Mr. A.K. Labh, Practicing Company Secretary (Membership No. C.P.3238) of M/s A.K. Labh & Co.,Company Secretaries, Kolkata has been appointed as the Scrutinizer to scrutinize the remote e-votingprocess and voting at the AGM in a fair and transparent manner. The Scrutinizer will submit, not laterthan 3 days of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast infavour or against, if any, to the Chairman of the Company or a person authorized by him in writing, whoshall countersign the same and declare the result of the voting forthwith.

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

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

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

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Resolution No.5

Mr. Kishan N. Parikh was re- appointed as Managing Director of the Company for a period of three yearswith effect from 1st July, 2013 as approved vide the Annual General Meeting of the Company held on03.09.2013. He is presently paid remuneration aggregating to Rs.1,83,000/-per month under various heads.

His tenure is to be ended on 30.06.2016. The Nomination and Remuneration Committee and the Board ofDirectors in their meeting held on 27th May, 2016, approved the re-appointment and remuneration ofMr. Kishan N. Parikh as Managing Director for a further period of three years with effect from 1st July, 2016.

Your Directors recommend the special resolution as set out in item no.5 for your approval.

Mr. Kishan N. Parikh, Managing Director of the Company is interested in the resolution to the extent ofremuneration payable to him. Further, Mrs. Alpa K. Parikh, Wholetime Director is also interested in theresolution, being related to the said Director.

Statement giving information required under Part - II, Section II to the Schedule V of the CompaniesAct, 2013- about the appointee, i.e. Mr. Kishan N. Parikh:

I. General Information :

(1) Nature of Business : Automobile Dealership

(2) Date or expected date of commencement of Commercial Production: The Company is engaged inbusiness of Automobiles.

(3) In case of new Companies, expected date of commencement of activities as per project approvedby financial institutions appearing in the prospectus: Not applicable, as the Company is existingone.

(4) Financial Performance based on given indicators: The Financial performance of the Company inrelation to various indicators during the years 2014-15 and 2015-16 are given hereunder :

(Rs. in Lacs)

2015-16 2014-15

Revenue from operations 11664.05 10676.31

Net Profit after Tax 166.95 161.89

Dividend 11.97 11.97

(5) Export performance and net foreign exchange collaborations: N.A.

(6) Foreign Investments or collaborators, if any: N.A.

II. Information about the appointee :(1) Background details: Mr. Kishan N. Parikh, Managing Director, aged 49 years, is a dynamic

entrepreneur involved in various business activities.

(2) Past Remuneration: The total remuneration paid to Mr. Kishan N. Parikh from 1st April, 2015 to31st March, 2016 is Rs. 23.49 Lacs.

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(3) Recognition or awards : Nil

(4) Job Profile and his suitability: Mr. Kishan N. Parikh shall be acting as Managing Director of theCompany. He shall look after the day-to-day affairs of the Company and shall supervise the entirebusiness functions of the Company reporting directly to the Board of Directors of the Company.

(5) Remuneration proposed: As per the Agreement entered with him by the Company, which isavailable for the inspection of the members on all weekdays during office hours.

(6) Comparative remuneration profile with respect to industry, size of the Company, profile of theposition and person: The remuneration proposed to him commensurate with the size andbusiness of the Company and is also at par with the best of the industrial practices and norms.

(7) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerialperson, if any: Nothing specific.

III. Other Information :(1) The Company's performance depends upon the Automobile market and it fluctuates according to

the demand.

(2) Steps taken or proposed to be taken for improvement: Further outlets in Rural Areas are beinglook into.

(3) Expected increase in productivity and profits in measurable terms: The Company is expecting toincrease its turnover and profits significantly in the long term.

By Order of the Board of Directorsfor Pebco Motors Limited




Dear Shareholders/Members,

Your Directors have pleasure in presenting their 44th Annual Report on the business and operations of theCompany together with the Audited Accounts for the Financial year ended 31st March, 2016.

FINANCIAL RESULTS :

The performance of the Company for the Financial Year ended 31st March, 2016 is summarized as below:-

Particulars 2015-16 2014-15Revenue from Operation/ Other Income 11664.05 10676.31Profit before Financial Cost & Depreciation 339.57 310.83

Financial Cost 51.27 51.03Profit before Depreciation & Taxation 288.30 259.80Depreciation 56.21 46.14Net Profit before tax 232.08 213.66

Provision for Current Tax - Net 65.14 51.77Net profit after tax 166.95 161.89Appropriation :Proposed Dividend 11.97 11.97

Tax on Dividend 2.07 1.94Balance Brought Forward from last year 425.56 509.73Adjustments against income tax of previous years and (1.85) 32.15Deferred taxTransfer to General Reserve – 200.00Balance carried to Balance Sheet 576.61 425.56

PERFORMANCE REVIEWThe gross revenue from operations and other income for the financial year under review was Rs. 11664.05 lacs asagainst Rs. 10676.31 lacs for the previous financial year. The profit before financial cost, depreciation andtaxation was Rs. 399.57 lacs for the financial year under review as against Rs. 310.83 lacs of previous year. Thenet profit after tax increased to Rs.166.95 lacs as against Rs. 161.89 lacs for the previous financial year.

OPERATIONS / STATE OF COMPANY'S AFFAIRS

Your Directors are hopeful that in view of launching of various new models such as Baleno, Breeza and others bythe principal of the Company and also demand of such models, revenue will improve in the succeeding years.Apart from this, your Company has opened a new Showroom NEXA at Jamshedpur, Jharkhand.

RESERVEDuring the year under review, no amount as been transferred to the general reserve.

DIVIDENDYour Directors are pleased to recommend a dividend of 12 % (Rs. 1.20/- per equity share of Rs. 10/- each) for thefinancial year ended 31.03.2016 for the approval of the Shareholders at the ensuing Annual General Meeting, andif approved, shall be paid out of the profits of the Company to those Shareholders whose name appear on Regis-ter of Members on 30th August, 2016.

CHANGE IN THE NATURE OF BUSINESS, IF ANYThere is no change in nature of business of the Company during the financial year 2015-16.

DIRECTORS’ REPORT :

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(Rs. in lakhs)

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANYTO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the Company occurringbetween March 31, 2016 and the date of this Report of the Directors.

DIRECTORS(A) DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act,2013, Mr. Kishan N. Parikh (DIN: 00453209) is liable to retire by rotation at the ensuing Annual General Meetingand being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

II. RE-APPOINTMENT OF KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the relevant provisions of the Companies Act, 2013, Mr. Kishan N. Parikh, Managing Directorhas been re-appointed for a further period of three years w.e.f. 01st July, 2016 subject to shareholder's approvalin the ensuing Annual General Meeting.

Mr. Kirti C. Adeshra, Chief Financial Officer and Mrs. Shilpa Aggarwal, Company Secretary continue to be theKMPs of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies(Appointment& Remuneration of Managerial Personnel) Rules, 2014.

III. DECLARATION FROM INDEPENDENT DIRECTORS

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

(B) POLICY ON DIVERSITY OF BOARD OF DIRECTORS

The said policy outlines the framework to promote diversity on the Board of Directors. The Board recognizes thatdiversity among its Directors will support balanced decision, which will enhance decision making by the Board byutilizing the difference in perspective of the members of the Board.

COMMITTEES OF THE BOARDThere are currently three Committees of the Board as per Companies Act, 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 are as follows:

(i) Audit Committee(ii) Nomination and Remuneration Committee(iii) Stakeholders' Relationship Committee

Details of all the Committees along with their charters, compositions and meetings held during the year areprovided separately in the "Corporate Governance Report" forming part of Directors' Report.

STATEMENT OF FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND OFITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

Nomination & Remuneration Committee reviewed the evaluation criteria for the Board, its Committees, Execu-tives and non-executive Directors and Chairman of the Company.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and non-independent Directors, by the Independent Directors. The performance of the Board as a whole was done by allthe Directors.

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This exercise was carried out through structured evaluation process covering various aspects of the Board suchas composition of the Board/ Committees, experience, competencies, performance of specific duties etc. Sepa-rate exercise was carried out to evaluate the performance of individual directors, including Board Chairman whowere evaluated on the parameters such as attendance, contribution at the meeting, independent judgment etc.and was found to be satisfactory.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 regarding employees isgiven in Annexure-I forming part of the Directors' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXHANGE EARNINGS ANDOUTGO

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

Foreign Exchange Earnings and Outgo: During the year under review, Foreign Exchange outflow of the Companyis Rs. 3,10,599/- There is no earnings in Foreign Currency during the financial year 2015-16.

PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

There is no Subsidiary Company incorporated during the year under review. The particulars of its AssociateCompany is contained in Annexure II forming part of Directors Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

All contracts/ transactions entered into by the Company during the financial year 2015-16 with its related partieswere in the ordinary course of business and on arm's length basis.

The Related Party Transaction Policy as approved by the Board is uploaded on the Company's website at theweblink:

http://www.pebcomotors.com/investors/ policies/ Related party transaction policy/

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

CORPORATE GOVERNANCE

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

The report on Corporate Governance as stipulated under SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 been included in this Annual Report as Annexure IV.

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

VIGIL MECHANISM

The Company has implemented Vigil Mechanism/ Whistle Blower Mechanism Policy. The details of which may beaccessed at the Company's website at weblink: http://www.pebcomotors.com/investors/ policies/ Whistle Blowerpolicy.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under Clause 34 of the SEBI(Listing Obligations andDisclosure Requirements) Regulations, 2015 is contained in "Corporate Governance Report" forming part ofAnnual Report.

15

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) Appropriate accounting policies have been selected and applied consistently and judgementsand estimates made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as on 31st March, 2016 and of the Statement of Profit or Loss of theCompany for the year ending 31st March 2016.

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

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

v) Internal financial controls to be followed by the Company have been laid down and that such inter-nal financial controls are adequate and were operating effectively.

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

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

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

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

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

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

LISTING

The Equity Shares of the Company are listed at Calcutta Stock Exchange Limited. The Company has paid listingfee to the Stock Exchange for the financial year 2016-17.

AUDITORS & AUDITORS’ REPORT

(a) Statutory Auditors

M/s. Chaturvedi & Company, Chartered Accountants, Statutory Auditors of the Company hold office till theconclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.They have confirmed that their re-appointment, if made, would be within the prescribed limits under theprovisions of Section 139 of the Companies Act, 2013 and they are not disqualified for re-appointment.

The observations of Auditors in their report read with the relevant notes to Financial Statement are selfexplanatory and therefore do not require further explanation. The Auditor's Report does not contain anyqualification, reservation or adverse remark.

(b) Secretarial AuditorPursuant to provisions of Section 204 of the Companies Act, 2013, the Company had appointed Mr. A.K.Labh,Practicing Company Secretary of M/s. A. K. Labh & Co., Company Secretaries, Kolkata, to conductSecretarial Audit for the financial year 2015-16.

16

Upto this completed

The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The reportof Secretarial Auditor for the financial year 2015-16 is annexed herewith as Annexure V. The Secretarial AuditorReport does not contain any qualification, reservation or adverse remark.

OTHER STATUTORY DISCLOSURES UNDER COMPANIES ACT, 2013SHARE CAPITAL

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

NUMBER OF MEETINGS OF THE BOARD

Forms part of Corporate Governance Report.

RISK ASSESSMENT AND RISK MINIMIZATION PROCEDURE

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

The Company has in place an established internal control system designed to ensure proper recording of finan-cial and operational information and compliance of various internal controls and other regulatory and statutorycompliances. The Directors review the effectiveness of internal controls and compliance controls, financial andoperational risks, risk assessment and management systems and related party transactions. Risk ManagementPolicy is available on the website of the Company www.pebcomotors.com. Self certification exercises are alsoconducted by which senior management certifies effectiveness of the internal control system, their adherence toCode of Conduct and Company's policies for which they are responsible, financial or commercial transactions, ifany, where they have personal interest or potential conflict of interest.

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

None

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

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

CSR POLICY

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

EXTRACT OF ANNUAL RETURN

Extract of Annual Return as provided under sub section (3) of Section 92 of the Companies Act, 2013 is as perAnnexure VI attached.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

None

17

HUMAN RESOURCES

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

ENVIRONMEMT

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

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013

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

The Company has constituted an "Internal Complaints Committee" in terms of the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act, 2013("Sexual Harassment Act").

The following is the summary of the complaints received and disposed off during the financial year 2015-16:

(a) No. of complaints received : NIL

(b) No. of complaints disposed off : NIL

SEBI COMPLAINT REDRESS SYSTEM (SCORES)

The Company has registered itself on SCORES and endeavors to resolve all investor complaints received throughSCORE or otherwise within 15 days of the receipt of the complaint. During the year, the Company received noneinvestor compliant through SCORES.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continuous support and cooperationreceived from its principal bankers, other financial institutions and others in successfully conducting the busi-ness operations of the Company. Yours Directors also wish to place on records their deep sense of appreciationfor the commitment and dedicated services of employees of the Company. Your Director also acknowledge withgratitude the support extended by the valued shareholders. .

Your Directors thank you and look forward to future with confidence.

18



Kishan N. ParikhManaging Director

DIN 00453209

Alpa K. ParikhWholetime Director

DIN 00361647

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

SONNEL) RULES, 2014

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

Designation (i)Ratio of the remuneration ofeach Director to the medianremuneration of theemployees of the Companyfor the financial year 2015-16

(ii)Percentage increase inRemuneration during 2015-16

Mr. Narinder D. Relan Chairman 00.00 00.00

Mr. Kishan N. Parikh Managing Director 21.38:1 00.00

Mrs. Alpa K. Parikh Whole-Time Director 14.26:1 00.00

Mr.Manoranjan Dash Director 00.00 00.00

Mr. Pinak AjmeraMahipatrai Director 00.00 00.00

Mr. Kirti C. Adeshra Chief Financial Officer 5.33:1 7.28%

Ms. Shilpa Aggarwal Company Secretary 1.63:1 00.00

Sl. No. Description Remarks

i. The percentage increase in the median 7.69%remuneration of employees in the financial year;

ii. The number of permanent employees on the 173rolls of company;

iii. The explanation on the relationship betweenaverage increase in remuneration and companyperformance;

iv. Comparison of the remuneration of the KeyManagerial Personnel against the performanceof the company;

Average increase in remuneration of employ-ees during the year 2015-16 was 29.55%which is based on individual's performanceand Company's financial performance.The gross revenue from operations and otherincome for the financial year 2015-16 wasRs. 11664.05 lacs as against Rs. 10676.31lacs for the previous financial year.

The increase in remuneration of the ChiefFinancial Officer is based on results of theCompany.

The Sale is increased by 9.25% during thefinancial year 2015-16.

Annexure I

19

Sl. No. Description Remarks

v.. Variations in the market capitalization of thecompany, price earning ratio as at the closingdate of the current financial year and previousfinancial year and percentage increase overdecrease in the market quotations of the sharesof the company in comparison to the rate atwhich the company came out with the last publicoffer in case of listed companies, and in case ofunlisted companies, the variations in the net worthof the company as at the close of the currentfinancial year and previous financial year

The Company has not made any Publicissue or Right issue, so comparison havenot been made of current share price withpublic offer price.

The Company's shares are listed onCalcutta Stock Exchange.

vi. Average percentile increase already made in thesalaries of employees other than the managerialpersonnel in the last financial year and itscomparison with the percentile increase in themanagerial remuneration and justification thereofand point out if there are any exceptionalcircumstances for increase in the managerialremuneration;

vii Comparison of the each remuneration of the KeyManagerial Personnel against the performance ofthe company;

viii. The key parameters for any variable component ofremuneration availed by the Directors;

ix. The ratio of the remuneration of the highest paidDirector to that of the employees who are notDirectors but receive remuneration in excess ofthe highest paid Director during the year;

Average Salary increase of non-managerialemployees is 29.99%

Average Salary increase of managerialemployees is 7.28%

Same as above in point no (iv)

All employees including the ManagingDirector's entitlement to incentives has avariable component which is based on theindividual's performance and Company'sfinancial performance. Other components ofremuneration are not variable during theparticular year.

In addition to the above, the sitting fees at arate of Rs. 10,000/- for each meeting of theBoard & Committee Meeting is paid toNon-executive Directors.

No employee received remuneration higherthan the highest paid Director

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

20

DISCLOSURE AS REQUIRED UNDER SUB RULE 2 OF RULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EMPLOYED FOR FULL FINANCIAL YEAR: 2015-2016

Name Designation Remuneration(Gross)

Qualification Date ofcommencementof Employment

TotalExperience

Age inYears

LastEmployment

% in EquityShares

Mr. Kishan Managing 23,49,500 B. Com 25/06/1985 31 Years 49 Years N.A. 18.01%N. Parikh Director

NOTES :

1. Remuneration includes perquisites and company's contribution to Provident Fund.

2. Nature of Employment of Mr. Kishan N. Parikh is Contractual.

3. Mr. Kishan N. Parikh is spouse of Ms. Alpa K. Parikh, Whole-Time Director of the Company.

EMPLOYED FOR FULL FINANCIAL YEAR: 2015-2016

Name Designation Remuneration(Gross)

Qualification Date ofcommencementof Employment

TotalExperience

Age inYears

LastEmployment

% in EquityShares

Ms. Alpa K. Whole Time 15,67,500 B. Com 30/08/1998 17 Years 42 Years N.A. 5.93%Parikh Director

NOTES :

1 Remuneration includes perquisites and company's contribution to Provident Fund.

2 Nature of Employment of Ms. Alpa K. Parikh is Contractual.

3 Ms. Alpa K. Parikh is wife of Mr. Kishan N. Parikh, the Managing Director of the Company.

21

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

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

Part “A” : Subsidiaries

The Company does not have any Subsidiary Company.

Part “B” : Associates and Joint Ventures

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

Annexure II

1. Name of Associate CompanyJamshedpur Air-Connect PrivateLimited

2. Latest Audited Balance Sheet date 22nd August, 2015

3. Shares of Associate/Joint Ventures held by theCompany on the year ended on 31st March 2016

(a) Number of shares 2935000

(b) Amount of Investment in Associate/JointCompany Rs. 2,93,50,000/-

(c) Extent of Holding % 24.87%

4. Description of how there is significant . N.A.influence

5. Reason why the Associate Company is not Being a Separate Entityconsolidated

6. Networth attributable to Shareholding as per Rs. 5.58,64,235/-latest audited Balance Sheet

7. Profit/Loss for the year Rs. (1,32,41,368/-)

i. Considered in consolidation Not Applicable

ii. Not Considered in consolidation

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

2. Names of Associate/Joint Ventures which have been liquidated or sold during the year : None

Regd. Office :8-A, Monalisa, 17, Camac StreetKolkata 700 017CIN : L67120WB1971PLC029802Phone :033-22871046E-mail : [email protected] : www.pebcomotors.comDated : 27th May, 2016

Kishan N. Parikh Managing Director

Alpa K. Parikh Wholetime Director

Kirti C. Adeshra Chief Financial Officer

Shilpa Aggarwal Company Secretary

22

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

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

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

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

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

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

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

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

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

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

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

2. Details of material contracts or arrangements or transactions at arm's length basis:

Annexure III


Kishan N. Parikh Managing Director

Alpa K. Parikh Wholetime Director

Kirti C. Adeshra Chief Financial Officer

Shilpa Aggarwal Company Secretary

23

Nature ofTransaction

CommonDirectorship

Key ManagerialPersonnnel

Relative ofKMP

Enterprisseswhere KMP’s havesignificant influence/control

Total

(i) Remuneration 47,25,172 47,25,172paid

(ii) Rent paid 10,79,028 3,97,440 14,76,468

(iii) Rent Received 6,12,000 6,12,000

(iv) Loan Taken 3,00,00,000 3,00,00,000

(v) Loan Repaid 2,00,00,000 2,00,00,000

(vi) Interest paidon Loan 3,78,000 8,76,300 12,54,300

(vii) Dividend Paid 2,97,942 21,600 1,90,326 5,09,868

(viii) Investment inShares 99,00,000

FORMING PART OF THE DIRECTORS’ REPORT :

Pebco Motors Limited (PML) is committed to doing business in an efficient, honest and ethical manner. Thiscommitments starts with the Board of Directors, which executes its corporate governance responsibility by focusingon the Company's strategic and operational excellence in the best interests of all our stakeholders, in particularshareholders, employees and our customers in a balanced fashion with long term benefits to all.

Presently, The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, referred to as the "LODR" Regulations, (previously clause 49 of the Listing Agreement withStock Exchange) regulates Corporate Governance practices of Listed Companies and your Company is complyingwith the same.

Your Directors present the Company's Annual Report on Corporate Governance for the year ended 31st March,2016 as under:

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company believes that good corporate governance consists of combination of business practices and in linewith the national economic policies of the Government of India which result in enhancement of the value of theCompany to its shareholders and simultaneously enable the Company to fulfill its obligations to other stakeholderssuch as customers, employees, financiers and to society in general. The Company has always focused on goodcorporate governance and believes that corporate governance is not just limited to creating checks and balances,it is more about creating organization excellence leading to increasing employee and customer satisfaction andshareholder value.

Pebco Motors Limited is respected for its professional management and good business practices in the IndianCorporate World. Integrity emphasis on product quality and transparency in its dealing with all stakeholders are itscore values.

CODE OF CONDUCT

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

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

Board of Directors

The Board of Directors of the Company comprises of an optimum combination of Executive, Non-Executive andIndependent Directors. The Board is headed by a non-executive Chairman whereas the entire business operationsare managed and controlled by the Managing Director. There are five directors in the Board comprising of threenon-executive and two executive directors. There are three independent directors which is more than one third ofthe total strength of the Board. The non-executive directors are eminent person drawn from amongst persons withrich experience in business & industry, finance, and public enterprises. Further, the Independent Directors do nothave any pecuniary relationship or transaction with the Company, Promoters, management which may affect theirjudgment in any manner. However, Mr. Kishan N. Parikh, Managing Director and Mrs. Alpa K. Parikh, WholetimeDirector, being relatives are related with each other. Furthermore, all the directors are above 21 years of age.

Composition of the Board

The composition of the Board and the attendance at the Board Meetings held during the year under review andthe last Annual General Meeting and also number of other Directorship and Committee membership andChairmanship are given below :

Report on Corporate Governance

24

Annexure IV

25

Note : Number of Directorships/Memberships held in other Companies excludes Directorships / Memberships inprivate limited companies, foreign companies, membership of various committees of various chambers / bodiesand Companies under Section 8 of the Companies Act, 2013.

Name of CategoryDirectors

No. of BoardMeetings

held duringthe year

1. Mr. Narinder Chairman Non-Executive/D. Relan Independent 4 1 No 3 3 1

2. Mr. Kishan Managing Promoter/N. Parikh Director Non-Independent 4 4 Yes 3 3 1

3. Mrs. Alpa Whole Time Promoter / Non-K. Parikh Director -Independent 4 3 Yes 1 Nil Nil

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

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

No. ofBoard

Meetingsattended

Last AGMattended

No. ofDirectorship

in otherPublic Ltd.Companies

No. ofCommittee

Membershipin other

Public Ltd.Companies*

No. ofCommittee

Chairmanshipin other

Public Ltd.Companies

Sl.No.

Designation

Board Meeting attendance record of the Directors in Financial year 2015-16During Financial Year 2015-16, the Board of Directors met four times on 27th May, 2015, 07th August, 2015, 07thNovember, 2015 and 12th February, 2016. The maximum gap between two consecutive board meetings was lessthan one hundred twenty days which is under the limit specified by Secretarial Standards-1 issued by the Councilof the Institute of Company Secretaries of India.

Attendance Record of the Directors at the Board Meetings and at the Annual General Meeting is as under:

Name of Directors No. of Boad Meetings attended Attendance at Last AGM heldMr. Narinder D. Relan 1 NoMr. Kishan N. Parikh 4 YesMrs. Alpa K. Parikh 3 YesMr. Manoranjan Dash 4 YesMr. Pinak Ajmera Mahipatrai 4 Yes

26

INDEPENDENT DIRECTORS

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

1. Mr. Narinder D. Relan

2. Mr. Manoranjan Dash

3. Mr. Pinak Ajmera Mahipatrai

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

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

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

Name of Director Mr. Kishan N. Parikh

Director Identification Number 00453209

Date of Birth & Age 15.04.196749 Years

Nationality Indian

Date of appointment on the Board 25.06.1985

Qualification B.Com

Expertise in Specific function areas Business Management, Accounts Finance

List of Directorship Held in other Companies. 1. Sharda Motor Industries Limited.2. Bharat Seats Limited3. Pebco Industries Ltd.4. Aersoft Trading & Marketing Pvt. Ltd.5. Anjana Minerals Pvt. Ltd.6. Brisco Private Limited7. Jamshedpur Air Connect Pvt. Ltd.

Membership/ Chairmanship of Committees 1. Sharda Motor Industries Limited.Across other Companies a. Audit Committee - Chairman

b. Nomination & RemunerationCommittee - Member

c. Corporate Social ResponsibilityCommittee - Member

Number of shares held by Director In the 179750 Equity Sharescompany in his own name

27

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

1 Mr. Manoranjan Dash Non-Executive/ Chairman 4 4Independent Director

2 Mr. Narinder D. Relan Non-Executive/ Member 4 1Independent Director

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

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

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

i) Company's financial statements and reports;

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

iii) Changes/Improvements in Financial/Accounting practices;

iv) Adequacy of Internal Audit Function and Systems; and

v) Charter of Audit Committee.

2. Hold discussion with :

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

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

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

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

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

COMMITTEES OF THE BOARD

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

AUDIT COMMITTEE

The Company has a qualified Audit Committee and Mr. Manoranjan Dash, Chairman of the Audit Committee isNon Executive Independent Director of the Board who has relevant accounting and financial expertise. Thecomposition and terms of reference of the Audit Committee is in line with the provisions of Section 177 of theCompanies Act, 2013 and Regulation 18(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. The Audit Committee acts as a link between the Management, Auditors and the Board of Directors of theCompany and has full access to financial information.

The meetings of Audit Committee were held on 27th May, 2015, 07th August, 2015, 07th November, 2015 and12th February, 2016. The maximum gap between two consecutive meetings was less than one hundred twentydays which is under the limit specified by Secretarial Standards-1 issued by the Council of the Institute of CompanySecretaries of India.

The composition of the Audit Committee and the meetings attended by the members during the year are asfollows:

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee according to the provisions of Section 178 of theCompanies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. Mr. Manoranjan Dash, Chairman of the Committee is Non Executive Independent Director of the Board whohas relevant accounting and financial expertise.

There is only one meeting of Nomination and Remuneration Committee held on 12th February, 2016 during thefinancial year 2015-16. The composition of the Nomination and Remuneration Committee and the meeting at-tended by the members during the year are as follows:

Functions of the Committee :

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

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

Remuneration Policy :

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

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

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

The details of Salary, allowances and perquisites (including contribution to Provident Fund) and Sitting fees paidto directors during 2015-16 are tabulated hereunder:

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

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

2 Mr. Narinder D. Relan Non-Executive/ Member 1 0Independent Director

3 Mr. Pinak Ajmera Mahipatrai Non-Executive/ Member 1 1

Disclosure by Non-Executive Directors of any Pecuniary Relationship

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

Details of the shares held by Non-Executive Independent Directors as on 31st March, 2016

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

1 Mr. Narinder D. Relan Nil

2 Mr. Manoranjan Dash Nil

3 Mr. Pinak Ajmera Mahipatrai 1200

28

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

Issue of Duplicate Share Certificates

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

Monitors expeditious redressal of investors' grievances.

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

The composition of the Committee is given as under:Mr. Manoranjan Dash – Independent Non-Executive DirectorMr. Kishan N. Parikh – Managing Director - Non independentMrs. Alpa K. Parikh – Whole-time Director - Non IndependentMr. Pinak Ajmera Mahipatrai – Independent / Non-Executive Director

Note: No Committee Meeting held during the financial year 2015-16

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

Mr. Narinder D Chairman –– 10,000RelanMr Kishan N. Manging Salary 18,00,000Parikh Director

Allowance & Perquisites 3,33,500Contribution to P.F. 2,16,000

Total 23,49,500 –Mrs. Alpa K. Wholetime Salary 12,00,000Parikh Director

Allowances & Persquisites 2,23,500Contribution to P.F. 1,44,000

Total 15,67,500 –Mr. Manoranjan Das Director 42,500

Mr. Pinak Ajmera Director 42,500Mahipatrai

SHAREHOLDER/ INVESTOR COMPLAINTS

Complaints pending as on 1st April, 2015 Nil

Complaints received during the period from 1st April, 2015 to 31st March, 2016 Nil

Complaints disposed off during the year ended 31st March, 2016 Nil

Complaints unresolved to satisfaction of shareholders as on 31st March, 2016 Nil

Complaints pending as on 31st March, 2016 Nil

Share Transfer SystemThe Company's shares are in compulsorily demat trading mode in the Stock Exchanges. Shares in physical modeif lodged for transfer are processed and get returned to the shareholders within the stipulated time.

Compliance Officer

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

Name : : Ms. Shilpa Aggarwal

Designation : Company Secretary

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

29

General Body Meetings

Annual General Meeting

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

AGM No. Year Date Venue TimeNo. of SpecialResolutions

passed

43rd 2014-15 25.08.2015 8-A, Monalisa, 17, Camac 11.30 a.m 1Street, Kolkata 700 017

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

41st 2012-13 03.09.2013 8-A, Monalisa, 17, Camac 11.30 a.m 2Street, Kolkata 700 017

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

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

Risk Management Policy

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

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

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

Disclosures

(i) The financial statements are prepared on the basis of applicable Accounting Standards and there is nodeviation from it in general.

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

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

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

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

Subsidiary Company :

The Company does not have any Subsidiary Company.

CEO / CFO Certification

In compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Company duly places a certificate signed by Mr. Kishan N. Parikh, Managing Director and Mr. Kirti C.Adeshra, Chief Financial Officer of the Company before the Board of Directors

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

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

Management Discussions and Analysis ReportIndustry Trend and Development

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

30

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

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

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

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

a) Annual General Meeting to be held :Number of Annual General Meeting : 44th Annual General MeetingDate & Time : 06th September, 2016 at 11.30 amVenue : 8-A Monalisa, 17, Camac Street, Kolkata - 700 017

b) Date of Book ClosureThe Register of Members and the Share Transfer Register of the Company shall remain closed from31st August, 2016 to 06th September, 2016 (both days inclusive).

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

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

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

f) Financial Calendar for 2016-17 (tentative)

31

Annual General Meeting August, 2017

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

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

Results for the Quarter ended 31st Dec. 2016 By February, 2017

Results for the Quarter ended 31st March, 2017 By May, 2017

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

Listing Fee for the financial year 2016-17 has been paid to the Stock Exchange.

h) Dematerialisation of SharesThe shares of the Company are in compulsory demat mode with NSDL and CDSL. All the shares arein physical form except promoter’s shareholdings.

Demat ISIN No. - INE416E01012

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

j) Distribution of Shareholding (as on 31.03.2016)

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

1. Promotersa. Indian Promoters 366505 36.73b. Foreign Promoters NIL

2. Persons Acting in Concert NIL

Sub Total :- 366505 36.73

B. Non-Promoters Holding

3. Institutional Investors

a. Mutual Funds and UTI, - -

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

c. FIIS - -

Sub Total : - -

32

3. Othersa. Private Corporate Bodies 327505 32.82b. Indian Public 303760 30.45c. NRIs/OCBs -d. Any Other - -Sub- Total 631265 63.27GRAND TOTAL :- 997770 100.00

Share Holding Share Holder Number % No. of Shares %1 to 500 - - - -501 to 1000 5 11.11 4600 0.461001 to 2000 11 24.44 17370 1.742001 to 3000 10 22.22 26400 2.653001 to 4000 4 8.88 14400 1.444001 to 5000 1 2.23 4550 0.465001 to 10000 1 2.23 9275 0.9310001and above 13 28.89 921175 92.32Total 45 100 997770 100

No. % No. %Demat 4 36.71 366505 36.71Physical 41 63.29 631265 63.29NSDL -- -- -- --CDSL -- -- -- --TOTAL 45 100 997770 100

k) Share Holding Pattern as on 31.03.2016

ShareShareholders

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

Compliance Certificate :The Company has obtained a Certificate from our Statutory Auditor M/s A. K. Labh & Co., Company Secretariesregarding compliance of conditions of Corporate Governance stipulated under Listing Regulations and the saidcertificate is attached to the Directors Report and forms a part of the Annual report. The said certificate is sent tothe shareholders and the Stock Exchange along with the Annual Report of the Company.


Distribution Schedule as on 31.03.2016

Kishan N. ParikhManaging Director

DIN 00453209

Alpa K. ParikhWholetime Director

DIN 00361647

Regd. Office :8-A, Monalisa, 17, Camac Street,Kolkata 700 017CIN: L67120WB1971PLC029802Phone: 033-22871046E-mail: [email protected] Time DirectorWebsite: www.pebcomotors.comDated 27th May, 2016

33

CERTIFICATE OF COMPLIANCE OF CODE OF CONDUCT OF THE COMPANY

This is to confirm that a Code of Conduct for the Board Members and Senior Management Personnel ofthe Company has been adopted by the Board and the same was also circulated. The Company receiveddeclarations affirming compliance of the Code from the persons concerned for the Financial Year ended31st March, 2016 and the same has also been noted by the Board.

Kishan N. Parikh

Managing DirectorDIN 00453209

By Order of the Board of Directors

35


CEO / CFO Certification

According to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regu-lations, 2015, we have certified to the Board that for the financial year ended March 31, 2016, theCompany has complied with the requirements of the said regulation.

Place : KolkataDated : 27th May, 2016

Mr. Kishan N. Parikh

Managing Director

Mr. Kirti C. Adeshra

Chief Financial Officer

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2016

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

ToThe MembersPebco Motors Limited8-A, Monalisa, 17, Camac StreetKolkata - 700 017West Bengal

We have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by Pebco Motors Limited having its Registered Office at 8-A,Monalisa, 17, Camac Street, Kolkata - 700 017, West Bengal (hereinafter called the Company). Secre-tarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company, its officers, agents andauthorized representatives during the conduct of secretarial audit, we hereby report that in our opinion,the Company has, during the audit period covering the financial year ended 31.03.2016 complied withthe statutory provisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent, in the manner and subject to the reporting made herein-after.

Auditors' Responsibility

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

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

We have not verified the correctness, appropriateness and basis of financial records, books of accountsand decisions taken by the Board and by various committees of the Company during the period underscrutiny. We have checked the Board process and compliance management system to understandand to form an opinion as to whether there is an adequate system of seeking approval of respectivecommittees of the Board, of the members of the Company and of other authorities as per the provisionsof various statues as mentioned hereinafter.

37

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

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

Our report is neither an assurance as to the future viability of the Company nor of the efficiency oreffectiveness or accuracy with which the management has conducted the affairs of the Company.

We report that, we have examined the books, papers, minute books, forms and returns filed and otherrecords maintained by the Company for the financial year ended 31.03.2016 according to the provisionsof :

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

(ii) Secretarial Standards (SS-1 and SS-2) as issued by The Institute of Company Secretaries of Indiaand which became effective from 01.07.2015.

(iii) Listing Agreement with the stock exchange.

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

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

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

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

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

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

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

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

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

38


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

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

39

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

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

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

(ii) SEBI (Share Based Employee Benefits) Regulations, 2014

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

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

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

We further report that :

(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Direc-tors, Non-Executive Directors and Independent Directors. The changes in the composition of theBoard of Directors that took place during the period under review were carried out in compliancewith the provisions of the Act.

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

(c) Majority decision is carried through while the dissenting members' views, if any, are captured andrecorded as part of the minutes.

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

Annexure VI

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

as on Financial Year ended on 31.03.2016Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS

i CIN L67120WB1971PLC029802

ii Registration Date 22/11/1971

iii Name of the Company Pebco Motors Limited

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

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

v Whether listed company Yes

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

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

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

Sl No Name & Description of mainproducts / services

Item Code No. % to total turnoverof the company

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

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

SlNo Name & Address of the

CompanyCIN/GLN

HOLDING/SUBSIDIARY/ASSOCIATE

% OFSHARESHELD

APPLICABLESECTION

1 Jamshedpur-Air Connect U62200WB2010PTC142977 Associate 24.87% 2(6) of CA, 2013Private Limited

40

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

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

Demat Physical Total % of TotalShares

No. of shares held at theend of the year


% change duringthe year

A. Promoters

(1) Indian

a) Individual/HUF - 366505 366505 36.73 - 366505 366505 36.73 0%

b) Central Govt. or State Govt. NIL

c) Bodies Corporates NIL

d) Bank/FI NIL

e) Any other NIL

SUB TOTAL:(A) (1) 366505 366505 36.73 - 366505 366505 36.73 0%

(2) Foreign

a) NRI- Individuals NIL

b) Other Individuals NIL

c) Bodies Corp. NIL

d) Banks/FI NIL

e) Any other… NIL

SUB TOTAL (A) (2) - - - - - - - 0%

Total Shareholding ofPromoter (A) = (A)(1)+(A)(2) 366505 366505 36.73 - 366505 366505 36.73 0%

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds NIL

b) Banks/FI NIL

c) Central Govt. NIL

d) State Govt. NIL

e) Venture Capital Fund NIL

f) Insurance Companies NIL

g) FIIS NIL

h) Foreign Venture NILCapital Funds

i) Others (specify) NIL

SUB TOTAL (B)(1) : - - - - - - - 0%

(2) Non Institutions

a) Bodies corporates

i) Indian - 327505 327505 32.82 - 327505 327505 32.82 0%

ii) Overseas NIL

b) Individuals

41

(ii) SHAREHOLDING OF PROMOTERS

Sl.No.

Shareholders Name Shareholding at the beginningof the year

Shareholding at the endof the year

No. of shares % of totalshares of the

company

% of sharespledged

encumbered tototal shares

No. ofshares

% of totalshares of the

company

% of sharespledged

encumbered tototal shares

% change in shareholding during the year

1 Mr. Kishan N. Parikh 179750 18.01 NIL 179750 18.01 NIL 0%2 Ms. Alpa K. Parikh 59260 5.93 NIL 59260 5.93 NIL 0%3 Kishan N. Parikh HUF 109495 10.97 NIL 109495 10.97 NIL 0%4 Ms. Priyanjali K. Parikh 18000 1.80 NIL 18000 1.8 NIL 0%

Total 366505 36.71 NIL 366505 36.71 NIL 0%

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

Shareholding at the beginningof the year

Cumulative Shareholding at theend of the year

No. of shares % of total shares ofthe company


- - - - - -

- - - - - -

- - - - - -

Sl.No.

Note: During the year under review, there is no change in Promoter's Shareholding.

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


No. of shares held at theend of the year


% change duringthe year

i) Individual shareholdersholding nominal sharecapital upto Rs.1 lakhs - 75575 75575 7.58 - 75575 75575 7.58 0%

ii) Individuals shareholdersholding nominal sharecapital in excess ofRs. 1 lakhs - 228185 228185 22.86 - 228185 228185 22.86 0%

c) Others (specify) NIL

SUB TOTAL (B)(2) : - 631265 631265 63.27 - 631265 631265 63.27 0%

Total Public Shareholding - 631265 631265 63.27 - 631265 631265 63.27 0%(B)= (B)(1)+(B)(2)

C. Shares held by Custodianfor “GDRs & ADRs - NIL

Grand Total (A+B+C) - 997770 997770 100 - 997770 997770 100 0%

42

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

Shareholding at the beginningof the year

Cumulative Shareholdingduring the year

No. of shares % of total shares ofthe company No. of shares % of total shares of

the company

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

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

3 Ms. Malati B.Vora 49500 4.96 No Change 49500 4.96

4 Gopa M. Vora 49500 4.96 No Change 49500 4.96

5 Priti S. Sheth 49405 4.95 No Change 49405 4.95

6 Ms. Tina N. Mehta 49380 4.94 No Change 49380 4.94

7 Brisco Private Limited 49110 4.92 No Change 49110 4.92

8 Mr. Pratik Sheth 15200 1.52 No Change 15200 1.52

9 Ms. Rutika S. Sheth 15200 1.52 No Change 15200 1.52

10 Kirti C. Adeshra 9275 0.92 No Change 9275 0.92

Sl.No.

Top 10 Shareholders

(v) Shareholding of Directors & KMP

Shareholding as on 01.04.2014 Shareholding as on 31.03.2015



1 Mr. Narinder D. Relan Nil N.A. Nil N.A.2 Mr. Kishan N. Parikh 179750 18.01 179750 18.013 Ms. Alpa K. Parikh 59260 5.93 59260 5.934 Mr. Manoranjan Dash Nil N.A. Nil N.A.5 Mr. Pinak Ajmera 1200 0.12 1200 0.126 Mr. Kirti C. Adeshra 9275 0.92 9275 0.927 Ms. Shilpa Aggarwal Nil N.A. Nil N.A.

Sl. No. Name of the Directors & KMP

V INDEBTEDNESS Secured loansexcluding deposits

Unsecuredloans

Deposits TotalIndebtedness

Indebtness at the beginning of thefinancial year

i) Principal Amount 3,81,25,654 31,50,000 0 4,12,75,654

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i + ii + iii) 3,81,25,654 31,50,000 0 4,12,75,654

Change in Indebtedness during thefinancial year

Additions 1,05,39,086 0 0 1,05,39,086

Reduction 1,15,45,394 0 0 1,15,45,394

Net Change (10,06,308) 0 0 (10,06,308)

Indebtedness at the end of the financial year

i) Principal Amount 3,71,19,347 31,50,000 0 4,02,69,347

ii) Interest due but not paid 0 0 0

iii) Interest accrued but not due 0 0 0

Total (i+ii+iii) 3,71,19,347 31,50,000 0 4,02,69,347

Datewise increase/decreasein shareholding during the year

specifying the reaons forincrease/decrease (e.g.

allotment/transfer/bonus/sweatequity, etc.)

43

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole Time Director and / or Manager :

Mr. KishanN. Parikh(Managing Director

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

Ms. Alpa K Parikh(Whole-TimeDirector)1 Gross salary

(a) Salary as per provisionscontained in section 17(1) of theIncome Tax. 1961. 18,00,000 12,00,000 30,00,000

(b) Value of perquisites u/s 17(2) ofthe Income tax Act, 1961 1,80,000 1,20,000 3,00,000

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

2 Stock option

3 Sweat Equity

4 Commissionas % of profit

5 Others (Bonus) 3,500 3,500 7,000

6 Others, Contribution toProvident Fund" 2,16,000 1,44,000 3,60,000

Leave Salary 1,50,000 1,00,000 2,50,000

Total (A) 23,49,500 15,67,500 39,17,000

Ceiling as per the Act

B. Remuneration to other Directors

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

1 Independent Directors Narinder. D. Relan Manoranjan Dash Pinak Ajmera

(a) Fee for attending board committee meetings 10,000 42,500 42,500 95,000

(b) Commission - - -

(c ) Others, please specify - - -

Total (1) 10,000 42,500 42,500 95,000

2 Other Non Executive Directors

(a) Fee for attending “board committee meetings - - -

(b) Commission - - -

(c ) Others, please specify. - - -

Total (2) - - -

Total (B)=(1+2) 10,000 42,500 42,500 95,000

Total Managerial Remuneration

Overall Ceiling as per the Act. - - -

44

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

Particulars of Remuneration Key Managerial PersonnelSl. No.

(a) Salary as per provisions contained in section 17(1)of the Income Tax Act, 1961. 5,40,000 1,95,000 7,35,000

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

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

2 Stock Option – – –

3 Sweat Equity – – –

4 Commissionas % of profit – – –

5 Others, Bonus 37,884 – 37,884

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

Total 6,13,172 1,95,000 8,08,172

Mr. Kirti C. AdeshraCFO (Chief FinancialOfficer)

Ms. Shilpa Aggarwal(Company Secretary)

1 Gross Salary

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES : NONE

Type Section of theCompanies Act

BriefDescription

Details of Penalty/Punishment/

Compoundingfees imposed

Authority(RD/NCLT/

Court)

Appeal madeif any

(give details)

A. COMPANY

Penalty Nil – _ – –

Punishment Nil – _ – –

Compounding Nil – _ – –

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT : NONE




TotalAmount

45

To the MembersM/s. Pebco Motors LimitedReport on the Financial StatementsWe have audited the accompanying financial statements of Pebco Motors Limited (hereinafter referred to as 'theCompany'), which comprise the balance sheet as at March 31,2016, the statement of profit and loss and the cashflow statement for the year then ended, and a summary of significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true andfair view of the financial position, financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and de-sign, implementation and maintenance of adequate internal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentationof the financial statements that give a true and fair view and are free from material misstatement, whether due tofraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken intoaccount the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend on the auditor's judgment, including the assessment of therisks of material misstatement of the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Company's preparation of the finan-cial statements that give a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overallpresentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India, of the state of affairs of the Companyas at March 31, 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

Independent Auditors’ Report

46

2) As required by Section 143 (3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit.

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

c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2016, and taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from beingappointed as director in terms of Section 164(2) of the Act.

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

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

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

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

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


For : CHATURVEDI & COMPANYChartered Accountants

F R No. 302137 E

R. K. NandaPartner.

Membership No. 510574

47

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

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

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

(c) According to the information and explanations given to us and on the basis of our examination of therecords of the Company, title deeds of immovable properties are held in the name of the company.

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

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

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

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

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

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

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

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

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

According to the information and explanations given to us, there are no undisputed amounts payable inrespect of provident fund, income tax, sales tax, duty of customs, duty of excise, service tax, valueadded tax, cess and other material statutory dues were in arrears as at March 31, 2016 for a period of more

48

than six months from the date they became payable.

(b) According to the information and explanations given to us and as per the records of the Companyexamined by us, the particulars of dues of Excise and Income tax which had not been deposited onaccount of any dispute as at March 31,2016 are given below :

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

Kolkata

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

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

Total 20.66

Sl.No.

Name of theStatute Nature of dues Period to which

the amount relatesForum where thematter is pending

Amount(in Lacs)

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

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

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

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

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

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

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

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

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

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



F R No. 302137 E

R. K. NandaPartner.


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

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

We have audited the internal financial controls over financial reporting of Pebco Motors Limited (hereinafterreferred to as 'the Company') as of March 31, 2016 in conjunction with our audit of the financial statements of theCompany for the year ended on that date.

Management's Responsibility for Internal Financial Controls

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

Auditors' Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

According to the information and explanations given to us, and based on our audit, in our opinion, the Companyhas generally maintained, in all material respects, an adequate internal financial controls over financial reportingand such internal financial controls over financial reporting were generally operating effectively as of March 31,2016,based on the internal control over financial reporting criteria established by the Company considering the essen-tial components of internal controls stated in the "Guidance Note on Audit of Internal Financial Controls overFinancial Reporting" issued by the Institute of Chartered Accountants of India.



F R No. 302137 E

R. K. NandaPartner.


I. EQUITY AND LIABILITIES(1) Shareholder's Funds

(a) Share Capital 1 9,977,700 9,977,700(b) Reserves and Surplus 2 382,677,050 392,654,750 367,572,000 377,549,700(c) Money received against share warrants - -

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

(a) Long-Term Borrowings 3 - 1,360,535(b) Deferred Tax Liabilities (Net) 11 - -(c) Other Long Term Liabilities 4 850,000 850,000(d) Long Term Provisions - - - -

(4) Current Liabilities(a) Short-Term Borrowings 5 40,267,347 39,915,119(b) Trade Payables 6 3,651,571 3,801,643(c) Other Current Liabilities 7 17,841,461 14,849,969(d) Short-Term Provisions 8 5,560,581 67,322,960 5,034,996 63,601,727

Total 460,827,710 443,361,962II. ASSETS(1) Non-Current Assets

(a) Fixed Assets 9Tangible Assets 84,910,825 58,920,842Intangible Assets 548,450 -Capital Work in Progress 6,167,084 17,248,626Intangible Assets under Development - -

(b) Non-current investments 10 51,305,280 58,365,522(c) Deferred tax assets (net) 11 2,034,895 2,905,290(d) Long term loans and advances 12 5,765,191 3,138,324

- 150,731,725 140,578,604(2) Current Assets

(a) Current investments 13 84,927,616 90,540,546(b) Inventories 14 66,262,648 59,746,299(c) Trade receivables 15 18,693,245 29,521,607(d) Cash and cash equivalents 16 77,664,089 80,685,612(e) Short-term loans and advances 17 62,548,386 42,289,294

310,095,984 302,783,358

Total 460,827,710 443,361,962

Significant Accounting Policies and other 26Explanatory NotesThis is the Balance Sheet referred to in our Report of even date.

Balance Sheet as at 31st March 2016

Notes As at 31.03.2016 As at 31.03.2015

In Rupees

Particulars

50

For Pebco Motors Limited

Kolkata, 27th May, 2016

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

Kishan N. ParikhManaging Direcotor

DIN : 00453209

Alpa K. ParikhDirector

DIN : 00361647

Kirti C. AdeshraChief Financial Officer



Sr. No. Particulars Notes

INCOMEI Revenue from Operations 18 1,146,224,497 1,050,135,676

II Other Income 19 20,180,828 17,495,855

Total Revenue 1,166,405,325 1,067,631,531III EXPENSES:

Cost of materials consumed 20 918,148,173 792,563,284Changes in inventories of finished goods, 21 (6,516,349) 44,038,201work-in-progress and Stock-in-TradeEmployee Benefit Expense 22 31,870,663 26,019,406Financial Costs 23 5,127,298 5,102,627Depreciation and Amortization Expense 24 5,620,852 4,613,969Other Administrative Expenses 25 188,945,882 173,928,002

Total Expenses 1,143,196,519 1,046,265,489IV Profit before exceptional and extraordinary items and tax 23,208,806 21,366,042

V Exceptional Items - -

VI Profit before extraordinary items and tax 23,208,806 21,366,042VII Extraordinary Items - -VIII Profit before tax 23,208,806 21,366,042IX Tax Expense:

(1) Current tax 5,644,000 4,806,000

(2) Deferred tax 870,395 371,281

X Profit(Loss) for the period from continuing operations 16,694,411 16,188,761XI Profit/(Loss) from discontinuing operations - -XII Tax expense of discontinuing operations - -XIII Profit/(Loss) from discontinuing operations - -

XIV Profit/(Loss) for the year 16,694,411 16,188,761XV Earning per equity share :

[Refer Note no. 28(B)(7)] (1) Basic 17 16 (2) Diluted 17 16

Statement of Profit & Loss for the year ended 31st March 2016

For the yearended

31.03.2016

Significant Accounting Policies and other Explanatory Notes 26This is the Statement of Profit & Loss referred to in ourReport of even date.

In RupeesFor the year

ended31.03.2015

51





DIN : 00453209


DIN : 00361647




(A) Cash Flow from Operating Activities :Net Profit before Tax and extraordinary items. 23,208,806 21,366,042Adjustments for :Depreciation 5,620,852 4,613,969Interest Paid 5,127,298 5,102,627Profit on sale of Fixed Assets (1,105,194) (523,757)Profit on sale of Investment (Net) (3,309,888) (3,183,198)Interest & Dividend Income (8,835,486) (9,158,369)Liability written off (522,456) (318,373)

- (3,024,874) (3,467,100)Operating Profit before Working Capital Changes 20,183,932 17,898,942Adjustments for :Trade and other receivables 10,828,362 (8,605,242)Short term loans (17,928,993) (8,005,860)Inventories (6,516,349) 44,038,201Trade payable (150,072) 1,053,193Other Current liabilities 3,513,948 (4,794,969)Provisions 525,586 724,111Short term borrowings 354,228 (9,373,291) 3,218,628

27,628,061Cash Generated from Operation : 10,810,641 45,527,004Direct Tax Paid (Net) (8,158,953) (7,166,127)Net Cash generated from Operating activities 2,651,688 38,360,877

(B) Cash flow from Investment Activities :(Purchase) Sale of Fixed Assets : Net (19,972,549) (19,867,761)Interest, Dividend Received 8,835,486 9,158,369(Purchase) / sale of Investment : Net 15,983,060 (13,247,334)

4,845,997 (23,956,726)(C) Cash flow from Financing Activities :

Dividend paid (1,404,509) (1,391,561)Interest paid (5,127,298) (5,102,627)Loans & Advances (2,626,867) 71,251Other lomg term liabilities (1,360,534) (3,539,267)

(10,519,208) (9,962,204)Net Increase/[Decrease] in cash andcash equivalent [ A+B+C ] (3,021,522) 4,441,947Opening Cash and Cash equivalent 80,685,612 76,273,665Closing Cash and Cash equivalent 77,664,089 80,685,612

77,664,089 80,685,612

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2016(PERSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

31.03.2016(Rupees)

31.03.2015(Rupees)

As per our report of even date attached





DIN : 00453209


DIN : 00361647




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

50,000,000 15,000,0002 ISSUED, SUBSCRIBED & PAID UP CAPITAL

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

Total 9,977,700 9,977,700

As at 31.03.2016 As at 31.03.2015

Notes on Financial Statements

Note : 1 Share Capital

ParticularsSr. No.

The details of Shareholders holding more than 5% Shares

Name of Shareholder As at 31.03.2016 As at 31.03.2015

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

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

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

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

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

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

Reconciliation of number of shares As at 31.3.2016 As at 31.3.2015

Issued, Subscribed and fully paid upOpening Balance

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

Changes during the year - -

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

52

In Rupees

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

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

3 General Reserve –

As per last Balance Sheet 270,000,000 250,000,000

Add: Transfer from Profit & Loss Account – 20,000,000

270,000,000 250,000,000

4 Surplus (Profit & Loss Account)Balance brought forward from previous year 42,556,000 50,973,322

Add : Profit for the period 16,694,411 16,188,762

59,250,411 67,162,084

Less : i) Income Tax Adjustment of earlier years 184,852 2,587,792

ii) Adjustment of depreciation net of Deferred Tax – 626,731

59,065,559 63,947,561

Appropriations

Transferred to General Reserve – (20,000,000)

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

Dividend Tax (207,185) (194,237)

57,661,050 42,556,000

Total 382,677,050 367,572,000

Note : 2 Reserves & Surplus

ParticularsSr. No. As at 31.03.2016 As at 31.03.2015


Secured Term loan from Bank1. Vehicle Loan 1,360,535

[Vehicle loan from HDFC Bank Ltd., secured againsthypothecation of vehicle, Interest @ 10.50% p.a.repayable in 36 monthly instalments.]

Total - 1,360,535

Note : 3 Long Term Borrowings


53

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

Note : 4 Other Long Term Liabilities


In Rupees

SECURED1 Loan Repayable on Demand

- From Bank(Working Capital- from State Bank of India, 26,580,260 36,765,119Commercial Branch, Jamshedpur. Securedagainst hypothecation of Stock of newvehicles/Spare Parts/Accessories, Book debts andguarenteed by one of the Directors of the Company)- From Other Parties - -

UNSECURED2 - Loan from Directors 3,150,000 3,150,000

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

- From related parties 10,539,086 -

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

Total 40,269,347 39,915,119

Note : 5 Short Term Borrowings

ParticularsSr. No.

Creditors for Supplies and Services- Due to Micro, Small and medium enterprises * - -- Due to Others 3,651,571 3,801,643

Total 3,651,571 3,801,643

Note : 6 Trades Payable

ParticularsSr. No.

Note : 7 Other Current Liabilities

Other payables1 Advance From Customers 10,166,571 7,824,6862 Duties & Taxes Payable 2,084,513 631,5773 ITDS Paybale 71,045 175,9584 Others 5,519,332 6,217,748

[Other currrent liabilities includes liabilitiesfor expenses, lease rent advance etc]

Total 17,841,461 14,849,969

ParticularsSr. No.

As at 31.03.2016 As at 31.03.2015

As at 31.03.2016 As at 31.03.2015

As at 31.03.2016 As at 31.03.2015

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


54

In Rupees

Note : 8 Short Term Provisions

ParticularsSr. No.

Note 9 : Fixed Assets

In Rupees

As at 31.03.2015 As at 31.03.2014


55

Provision for Employees Benefit

EPF., EPS. etc Payable 238,835 213,820

Employee State Insurance Payable 48,403 39,258

Salary & Wages Payable 1,851,885 1,468,439

Leave Salary 71,127 403,940

Bonus 702,008 483,160

Incentive 1,243,814 1,034,817

Others

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

Tax on dividend 207,185 194,238

Total 5,560,581 5,034,996

ParticularsGROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK

As at01.04.2015 Addition Sale/

AdjustmentAs at

31.3.2016As at

01.04.2015 AdjustmentUp-to

31.03.2016As at

31.03.2016As at

31.03.2015

I Tangible Assets

1 Leasehold 9,773,605 1,942,157 11,715,762 2,206,786 238,436 - 2,445,222 9,270,540 7,566,819 2 Free Hold Land - 3,667,000 3,667,000 - - - 3,667,000 - 3 Building* 56,671,512 13,235,029 69,906,541 28,954,671 1,387,205 30,341,876 39,564,665 27,716,841

4 Plant and 23,919,590 6,341,908 30,261,498 14,231,881 1,432,389 15,664,270 14,597,228 9,687,709Machinery

5 Furnitures/Fixtures 18,442,382 4,025,170 22,467,552 14,465,644 1,129,661 15,595,305 6,872,247 3,976,738& OfficeEquipments

6 Vehicles 15,748,450 7,367,819 6,191,067 16,925,202 6,059,792 1,372,243 1,417,230 6,014,805 10,910,398 9,688,658

7 Leased Vehicles 3,100,121 - 3,100,121 - 2,860,811 - 2,860,811 - - - 239,310

8 Coaching Vehicles 975,504 349,059 626,445 930,737 - 333,040 - 597,697 28,748 44,767

Sub Total A 128,631,164 36,579,083 9,640,247 155,570,000 69,710,322 5,559,934 4,611,081 - 70,659,175 84,910,825 58,920,843

II Intangible Assets - - - - - - - - -Lease HoldImprovement 609,368 609,368 - 60,918 60,918 548,450 - Sub Total B - 609,368 609,368 - 60,918 60,918 548,450

III Capital Work-inProgress 17,248,626 4,418,684 15,56,3226 6,167,084 - - - - 6,167,084 17,248,626

Sub Total C 17,248,626 4,418,684 15,56,3226 6,167,084 - - - - 6,167,084 17,248,626

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

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

Total [A+B+C+D](Current Year) 145,879,790 41,670,135 25,203,473 162,346,452 69,710,322 5,620,852 4,611,081 - 70,720,093 91,626,359 76,169,469

(Previous Year) 127,066,824 24,059,373 5,246,407 145,879,790 65,777,170 4,613,969 1,608,552 927,735 69,710,322 76,169,468 61,289,655

Sr.No.

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

For theyear

Adjustmentas per

Schedule II

Other Investments - -1. Investment in Equity Instrument

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

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

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

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

(32,600) 600@ 75/- each and 32,000 @ Rs. 100/- eachd) 2,935,000 nos. in Jamshedpur Airconnect Pvt. Ltd. 29,350,000 29,350,000

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

(1,000) @ Rs. 250/- eachf) 22,000 nos. in Anjana Minerals P Ltd. @ Rs. 450/-each 9,900,000 –

2 Investment in Mutual Funds

a) DWS Fixed Maturity Plan - Series 34 G 6,026,855 6,026,855b) HDFC FMP 367 D May 2014 (2) Series 31 - Direct – 2,840,942c) ICICI Pru FMP Series 74 - 369 days Plan T – 10,874,300d) Tata FMP 44 A Dir Plan G 3,545,405 3,545,405(Aggregate Market Value for Equity investment andMutual Fund Rs. 4,04,91,892/- (PY Rs.6.65,93,774/-)

Total 51,305,280 58,365,522

Note : 10 Non Current Investment- Other than Trade

ParticularsSr. No.

In RupeesAs at 31.03.2016 As at 31.03.2015

11. Deferred Tax

Deferred Tax Liability :-Difference between Book &Income Tax Depreciation (25,19,140) 838,174 (1,680,966)Add : Tax on depreciation adjustment (Transitional impact) (301,004) – –

(2,820,144) 838.174 (1,981,970)

Deferred Tax AssetProvision for Leave Salary (56,334) 107,543 51,209Provision for bonus (28,812) (75,323) (104,135)

–

Deferred Tax Liability / Asset ( Net ) (2,905,290) 870,395 (2,034,895)

Deferred TaxLiability /

(Asset) As at31.03.15 (Rs.)

Current yearCharge/(Credit)

(Rs.)

Deferred TaxLiability /

(Asset) As at31.03.16 (Rs.)


56

Note : 12 Long Term Loans and Advances

Unsecured, Considered good

1 Security Deposit 5,765,191 3,138,324

Total 5,765,191 3,138,324



57

Sl. No.1 Investment in Govt Securities - 2,500

(7 years National Savings Certificates)2 Investment in Mutual Fund -

1. DSP Black Rock Income Opp. Fund - Dir G 2,000,000 2,000,0002. DSP Black Rock Top 100 Equity Fund - Dir G 2,339,970 2,339,9703. DWS Ultra Short Term Fund Regular DD 483,603 463,0605. Franklin India Prima Plus DP Folio no 13985413 3,000,000 3,000,0006. Franklin India Prima Plus DP Folio no 14395509 1,500,000 1,500,0007. H D F C Balanced Fund DP (G) 3,104,409 -8. ICICI Pru Focussed Bluechip Fund - D 2,186,908 2,186,9089. ICICI Pru Balanced Advantage Fund(Folio no 44012/78) 4,259,957 4,259,95810. ICICI Pru Dynamic Direct ( G )(Folio no 44012/78) 2,416,932 2,416,93211. ICICI Pru Dynamic - Direct (Growth)(Folio No 813324) 6,516,304 7,516,30412. ICICI Pru Balanced Advantage Fund DP (G) 11,897,898 -13. ICICI Pru Savings Fund - 10,999,88614. ICICI Pru Balanced Advantage fund Dir G 11,004,884 8,004,88415. Reliance Monthly Income Plan - Growth Plan (G) 489,740 489,74016. Reliance Short Term Fund G - 450,99817. Reliance Regular Savings Fund - Debt Plan G - 5,466,25118. SBI SHF Ultra Short Term Fund - Regular Plan DD 328,338 6,044,48219. Tata Balance Fund - Direct Plan Growth 10,328,428 10,328,42820. Templeton India Growth fund - D 3,000,000 3,000,00021. UTI Short Term Income Fund - G (528230076643 ) 5,489,950 5,489,95022. UTI Short Term Income Fund - G (52830076643) 10,940,800 10,940,80023. UTI Opportunities Fund G 894,521 894,52124. UTI Short Term Income Plan Institutional Dir Plan G 2,744,975 2,744,975(Aggregate Market Value Rs.130,961,783/-Previous year Rs.139,738,856/-) Total 84,927,616 90,540,546

ParticularsNote : 13 Current Investment - Other than Trade

In Rupees

As at 31.03.2016 As at 31.03.2015

Note : 15 Trade Receivables

1 Outstanding for more than six months from the datethey were due for paymentUnsecured Considered Good: 901,405 313,846

2 OthersUnsecured, Considered Good 17,791,840 29,207,761

Total 18,693,245 29,521,607

ParticularsSr. No.

Note : 16 Cash & Cash Equivalent

1 Cash-on-Hand 387,875 264,5112 Bank Balance

In Current Accounts 7,791,659 15,851,2553 Other Bank Balances

In Fixed deposits with maturity value more than12 months inclusive of interest aacrued thereon 69,484,555 64,569,846

Total 77,664,089 80,685,612

ParticularsSr. No.

Note : 17 Short term Loans and Advances

Unsecured, Considered goodCapital Advance 10,500,000 2,500,000Advance Income Tax / I T D S“[Net of Provisions 4,903,316 2,573,207of Rs.22,190,,400/-(PY Rs. 16,650,400/-)] Claims receivable 27,158,831 28,173,508Balance with Govt Authorities 5,486,182 -Loan to Staff 1,073,879 807,366Service tax paid under RCM - 110,549Others 13,426,178 8,124,664

Total 62,548,386 42,289,294

ParticularsSr. No.

As at 31.03.2016 As at 31.03.2015

As at 31.03.2016 As at 31.03.2015

As at 31.03.2016 As at 31.03.2015

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

Stock-in-Trade1 Vehicles 49,032,208 41,863,7732 Spares Parts & Accessories 15,455,440 14,621,5263 Pre Owned Cars 1,775,000 3,261,000

Total 66,262,648 59,746,299

ParticularsSr. No.

In RupeesAs at 31.03.2016 As at 31.03.2015


59

Note : 18 Revenue from Operations

SALES1 Vehicles 971,541,847 889,360,2852 Spare Parts & Accessories 68,791,733 59,401,6333 Pre Owned Cars 20,538,711 26,956,901

OTHERS1 Service Charges 49,077,417 38,255,7232 Course fee received 3,480,179 1,953,9083 Other Operating Income 32,794,610 34,207,226

Total 1,146,224,497 1,050,135,676

For the yearended 31.03.2016


ParticularsSr. No.

Note : 19 Other Income

1 Interest on FDR's 5,600,520 5,556,8532 Other Receipts 6,930,260 4,630,5323 Dividend Received 3,234,966 3,601,5164 Income on sale of fixed assets 1,105,194 523,7575 Income on sale of Investments 3,309,888 3,183,197

Total 20,180,828 17,495,855

ParticularsSr. No.

Note : 20 Purchase of Stock in trade

1 Vehicles 845,143,760 720,932,098

2 Spare Parts and Accessories 57,204,310 49,420,181

3 Pre Owned Cars 15,800,103 22,211,005

Total 918,148,173 792,563,284

ParticularsSr. No.

Note : 21 Change in Inventories

1 Opening StockVehicles 41,863,773 88,117,308Spare Parts and Accessories 14,621,526 12,238,191Pre Owned Cars 3,261,000 3,429,001

59,746,299 103,784,500Closing StockVehicles 49,032,208 41,863,773Spare Parts and Accessories 15,455,440 14,621,526Pre Owned Cars 1,775,000 3,261,000

66,262,648 59,746,299

Total (6,516,349) 44,038,201

ParticularsSr. No.

In Rupees


60







Note : 22 Employee’s Benefit Expenses

1 Salaries, Wages, Bonus and Allowances 23,730,858 18,885,003

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

3 Contribution to PF, ESI and Other Funds* 2,215,029 1,482,332

4 Staff Welfare Expenses 1,380,998 1,196,251

5 Staff Training Expenses 883,778 795,820

Total 31,870,663 26,019,406

ParticularsSr. No.

In Rupees




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

Insurance are covered under Defined contribution plans and amount of Rs.15,29,573/- (PY: Rs.12,82,450/-)contributed to those funds during the year have been recognized as expenses in the financial statements.

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

Present value of Past Service Benefit 3,570,852 3,141,778

Add: Current service cost 341,866 269,428

3,912,718 3,411,206

Less: Fund value as on renewal date (net ofsettlements and inclusive of interest earned) 3,469.944 3,436,375

442,774 (25,169)

Additional contribution for existing fund 100,908 –

Add: Current service cost 341,866 –

442,774 –

Life coverage premium 22,844 17,804

Add: Service tax on life coverage premium 3,312 2,200

Add: Interest – –

Total liability at the end of the year towards Gratuity 468,930 20,004

Total value of Service Gratuity including LifeCoverage on Sum Assured 15,557,766 12,172,585

Acturial Assumptions :

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

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

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

61

2015-16 2014-15

In Rupees

Note : 23 Financial Cost

1 Interest on Bank Borrowings 3,775,092 4,524,920

2 Interest to others 1,352,206 577,707

Total 5,127,298 5,102,627

ParticularsSr. No.

Note : 24 Depreciation & Amortised Cost

1 Depreciation & Amortisation 5,620,852 4,613,969

Total 5,620,852 4,613,959

ParticularsSr. No.

Note : 25 Other Administrative Expenses

ParticularsSr. No.


For the year ended31.03.2015


62



A DIRECT EXPENSES

1 Service Expenses 15,529,790 15,247,512

2 Consumable stores, tools 111,601 11,284

3 Power & Fuel 1,982,094 1,617,611

4 Generator Maintenance 80,002 120,988

5 Repairs to Building 3,565,051 2,932,785

6 Repairs to Machineries 553,054 239,085

7 Refurbishment charges of Pre Owned vehicles 1,259,531 1,136,813

8 Training vehicle maintenance 764,489 797,911

Total 23,845,612 22,103,989



In Rupees

Note : 25 Other Administrative Expenses (Contd.)

ParticularsSr. No.

B SELLING EXPENSES

1 Publicity & Promotion 12,051,205 11,787,859

2 VAT & Service Tax 128,014,850 116,050,356

3 Transportation & Freight charges 191,816 176,591

4 New vehicle & Free Service Charges 6,094,428 5,262,130

5 Warranty/Discrepancy claims w/off –- 39,517

6 Test Drive vehicles 969,695 1,197,911

Total 147,321,994 134,514,364

C ADMINISTRATIVE EXPENSES

1 Communication Expenses 858,615 878,110

2 Vehicle Expenses 946,008 723,794

3 Travelling Expenses 3,301,798 4,690,858

4 Repair & Maintenance (others) 592,850 605,410

5 Computer Maintenace 978,177 504,175

6 General Expenses 1,242,911 973,649

7 Insurance Expenses 110,493 383,975

8 Internal Audit Fee 165,000 132,000

9 Legal and Consultancy Expenses 1,248,622 672,229

10 Security Expesnes 1,105,935 1,027,527

11 Stationery Expenses 758,868 807,443

12 Payment to Auditors * 310,000 280,000

13 Rent Rates & Taxes 5,527,990 4,992,708

14 Bank charges 631,009 637,771

17,778,276 17,309,649

TOTAL ( A+B+C) 188,945,882 173,928,002

In RupeesFor the year

ended 31.03.2016For the year

ended 31.03.2015

*Payment to Audiors includes

- Statutary audit fee 230,000 2,00,000

- Taxation matters 50,000 50,000

- Other Services 30,000 30,000

Total 3,10,000 280,000


63

NOTE : "26"Accounting Policies and Notes on Accounts :A. Significant Accounting Policies :

1. Basis of Accounting :The accounts have been prepared under the historical cost convention in accordance with thegenerally accepted accounting principles in India and the provisions of the Companies Act,2013and other applicable statutes and comply with the Accounting Standards referred to in Section 133 ofthe Companies Act 2013.

2. Use of Accounting Estimates :The presentation of financial statements in confirmity with the generally accepted accountingprinciples requires estimates and assumptions to be made that affect reportable amounts of assetsand liabilities on the date of the financial statements and the reported amount of revenues andexpenses during the reporting period. Difference between the actual results and estimates arerecognised in the year in which the results are known / materialised.

3. Fixed Assets :All Fixed Assets are stated at cost(net of CEVNAT,wherever applicable) less accumlateddepreciation. Cost is inclusive of freight, duties, levies and any directly attributable cost of bringingthe assets to their working condition for intended use.

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

Companies' Act 2013(ii) Leasehold land is amortised equally over the lease period.(iii) Impairment: An asset is treated as impaired when the carrying cost of asset exceeds its

recoverable value. An impairment loss is charged to the Profit and Loss Statement in the yearin which the asset is identified as impaired.

5. Revenue RecognitionItem of incomes are recognised on acrual basis except dividend income.Sales are inclusive of VAT. Revenue from sales are recognised upon delivery of vehicles, which iswhen title passes to the customers.Service charges and Course fee are inclusive of service tax and are recognised as income when therelated services are rendered.Interest Income is recognised on time proportion basis,taking into the account the amountoutstanding and rate applicable.Rental income on leased vehicles is recognised on accrual basis over the lease term.

6. Inventories :Finished Goods: Valued at lower of cost or net realisable valueSpare Parts/Accessories : at cost on FIFO basis

7. Investments :Long term investments are valued at cost, unless there is a permanent decline in value thereof.Current investments are valued at cost.

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

schemes and the contributions are charged to the Profit and Loss Account of the year when thecontributions to the respective funds become due.

b) Gratuity liability is a definded benefit obligation and is provided for on the basis of an acturialvaluation made at the end of each financial year. However, the Company through its Trust hastaken a policy with LIC of India to cover the gratuity liability of the employees.


64

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

9. LeasesLease arrangements where the risk and reward incident to the ownership on assets substantiallyvests with the lessor,are recognized as operating leases.Lease rentals paid under operating leasesare recognized as expenses in the Profit & Loss account. Lease rentals received are recoginsed asincome over the lease period

10. Taxes on Income :Current tax is amount of tax payable on taxable income for the year as determined in accordancewith the provisions of Income Tax Act, 1961Deferred tax resulting from 'timing difference' between books and taxable profit is accounted forusing the tax rates and the laws that have been enacted or substantively enacted as on the BalanceSheet date. Deferred tax assets subject to consideration of prudance, are recognised and carriedforward only to the extent that there is reasonable certainity that sufficient future taxable income willbe available against which such deferred tax assets can be realised.

11. Borrowing CostsBorrowing Costs that are attributable to the acquisation or construction of qualifying assets arecapitalised as part of the cost of assets. A qualifying asset is one that necessarily takes a substantialperiod of time to get ready for its intended use. All other borrowing costs are charged to revenue.

12. Provisions, contingent Liabilities and contingent assets :Provisions involving substantial degree of estimation in measurement are recoginsed when there ispresent obligation as a result of past events and it is probable that there will be an outflow of resources.Contingent liablities are not recognised but are disclosed in the notes. Contingent Assets are neitherrecognised nor disclosed in the financial statements.

B. Other Explanatory Informations1. Contingent Liabilities not provided for the demand disputed in appeals in respect of various

duties and others are as given below : Rs. in lakhs

Sl. No. Particulars As on31.03.2016

As on31.03.2015

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

2. Deputy Commissioner of Income Tax, Circle-7 6.37 6.37Kolkata, (SLP filed and admitted beforeSupreme Court of India) (1979-80)

3. Deputy Commissioner of Income Tax, Circle-7 - 3.14Kolkata, (Appeal pending before CIT (Appeals),Kolkata)

4. Deputy Commissioner of Income Tax, Circle-7 - 6.70*Kolkata, (Appeal pending before CIT (Appeals),Kolkata)

5. Deputy Commissioner of Income Tax, Circle-7 - 7.48Kolkata, (Appeal pending before CIT (Appeals),Kolkata)

Total Amount 20.66 37.98

*Amount of Rs. 2.50 lakhs deposited against demand


65

*

Automobile (Rs.)2015-16 2014-15

Investment (Rs.)2015-16 2014-15

Others (Rs.)2015-16 2014-15

Total (Rs.)

2015-16 2014-15

Segment Revenuea ) External Sales 1060,872,291 975,718,819 - - - - 1060,872,291 975,718,819b ) Other Income 90,089,968 78,406,003 3,455,982 3,832,445 766,597 515,895 94,312,547 82,754,343c ) Interest Income 419,749 398,797 5,180,772 5,158,056 - 5,600,520 5,556,853d) Dividend Income 3,234,966 3,601,516 3,234,966 3,601,516

1,151,382,008 1,054,523,620 11,871,720 12,592,017 766,597 515,895 1,164,020,325 1,067,631,531

Segment Result before 13,877,673 16,032,163 12,623,811 8,022,738 (2,819,456) (2,234,632) 23,682,028 21,820,269Interest and taxes

Interest Income 5,600,520 5,556,853

Interest Expenses 5,127,298 5,102,627

Provision for Doubtful Debts -

Profit before Tax 23,208,806 21,366,043

Less : Provision for Current Tax (5,644,000) (4,806,000)

-Add : Deferred Tax ( Net ) 870,395 371,281

Profit after Tax 16,694,411 16,188,762Segment Assets 235,511,775 206,687,672 209,189,074 218,831,058 11,507,116 11,982,621 456,207,965 437,501,351Segment Liabilities 64,710,701 47,031,398 23,500,273 17,962,665 747,875 3,608 88,958,850 64,997,671Capital Expenditure 36,925,681 2,916,405 38,890 - 223,879 - 37,188,450 2,916,405Depreciation 4,993,421 3,793,024 115,237 148,390 512,194 672,555 5,620,852 4,613,969

NOTES :

i) The Company has disclosed Business segment as the primary segment. Segments have been identified taking intoaccount the nature of the business, the differing risks and returns, the organisational structure and internal reporting system.The Company's operations predominantly relates to trading and servicing of automobile items i.e. vehicles and relatedspares, and investment activities. Other business segment includes leasing, rents and miscelleneous activities, which donot contribute significantly in the context of total revenue.

ii) The Company cater mainly to the needs of the domestic market. There is no export, as such there are no reportablegeographical segments.

iii) Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifi-able to each of the Segments.

4. Information about Primary Business Segments

2. Sales are credited inclusive of VAT collected Rs.121,516,730/- and Service charges/course fee arecredited inclusive of Service tax collected Rs.6,498,120/- and VAT and Service tax are debited inProfit & Loss Account during the year. Other taxable service charges provided by the Company arenet of Service Tax.

3. Capital Commitments :Estimated amount of contracts remaining to be executed 2015-16 2014-15on capital and not provided for (net of advance) (Rs.) Rs.

4,212,686 2,203,000


66

i) Where Control Exists :i. Jamshedpur Air Connect Pvt. Ltd. Associate Company

ii) Key Managerial Personnel (KMP)

Mr. Kishan N. Parikh Managing DirectorMrs. Alpa K. Parikh Wholetime DirectorMr. Kirti C Adeshra Chief Financial OfficerMs. Shilpa Aggarwal Company Secretary

iii) Relative of Key Managerial Personnel

Ms. Priyanjali K Parikh

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

b) Transactions with Key Managerial Personnel made during the year (In Rupees)

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

a) List of Related Parties and type of relationship

PARTY RELATION

Nature of Transactions Relative ofKMP

KeyManagerialPersonnel

Enterpriseswhere KMP

havingsignificant

Remuneration Paid - 4,725,172 - - (4,508,101)

Rent paid 1,079,028 - 397,440 (1,043,537) (397,440)

Rent Received - - - 612,000 ( - )

Loan Taken - - - 30,000,000 ( - )

Loan Repaid - - - 20,000,000 ( - )

Interest Paid during the year - 378,000 - 876,300 (378,000) ( - )

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

Investments in Shares - - - 9,900,000 ( - )

Year and Balance/Amount Payable - 3,150,000 - 10,539,086 (-) (3,150,000) (-) (-)

Amount Receivable - - - - (-) (-) (-) (-)


67

WhereControlExists

Rent is exclusive of Service TaxPrevious year figures are shown in brackets.

8. Expenditure in Foreign Currency on account of other matters during the year Rs.310,599/- (Previous yearRs.213,998/-)

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

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


7. Earnings per share

Net profit after tax 16,694,411 16,188,761

Total number of Equity Shares 997,770 997,770

Nominal value of Equity Shares 10.00 10.00

Basic & Diluted earnings per Equity Shares 17 16

2015-16(Rupees)

2014-15(Rupees)

68

6. Leases

The Company has taken premises/land under operating leases and lease rental of Rs 4,020,068/-(PY:Rs 4,569,194/-) paid during year have been recognized as expenses in the Statement of Profit and Loss.Rental Income of leased premises of Rs. 6,18,000/- ( Previous year Rs. NIL )has been recognised as income inthe Statement of Profit and Loss.

Route Map to the AGM Venue

Monalisa Building8-A, Monalisa, 17, Camac StreetKolkata - 700017

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PEBCO MOTORS LIMITED · CORPORATE OFFICE Medium Sector, Industrial Area Adityapur Kandra Road...

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