Directors Report of PPAP Automotive Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 30^th Annual Report of PPAP Automotive Limited (“Company”) along with the audited
financial statements and the auditors’ report thereon for the year ended 31^st March, 2025.

Financial highlights and state of Company’s affairs

The financial performance of the Company for the year ended 31^st March, 2025, on a standalone and consolidated basis, is summarized
below:

Particulars		For the year ended
	Standalone		Consolidated
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Revenue from Operations (net of excise)	53,764.17	50,386.22	55,400.55	52291.77
Other Income	458.45	377.44	130.58	166.24
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	6515.84	4761.82	5847.91	4140.59
Less: Depreciation / Amortization / Impairment	3,201.35	3,213.79	3,444.80	3414.53
Profit / loss before Finance Costs, Exceptional items and Tax Expense	3314.49	1548.03	2528.51	661.79
Less: Finance Costs	1,436.90	1,226.33	1,642.12	1467.21
Profit / loss before Tax Expense	1,877.59	321.70	886.39	(805.42)
Less: Tax Expense (Current & Deferred)	468.31	788.95	186.68	498.45
Profit / loss for the year	1,409.28	(467.25)	699.71	(1,303.87)
Other Comprehensive Income / loss	40.1	51.11	32.16	52.01
Total	1,449.38	(416.14)	731.87	(1,251.86)

Dividend

The Board of Directors of the Company are pleased to recommend
a final dividend of '' 1.5 per equity share (15%) of face value of '' 10
(Rupees ten) each subject to the approval of shareholders at the
ensuing Annual General Meeting (“AGM”).

In terms of the provisions of the Income Tax Act, 1961, as
amended by the Finance Act, 2020, dividend paid or distributed
by a company on or after 1^st April, 2020 is taxable in the hands of
the shareholders. The tax shall be deducted at the rates prescribed
under the Income Tax Act, 1961, as amended, which varies based
upon the category and residential status of the shareholder.
Shareholders are requested to update their residential status, KYC
including PAN with their depository participants, in case of shares
held in demat mode and with the Registrar and Share Transfer
Agent of the Company, in case the shares are held in physical
mode for determining the applicable rate of tax deducted at source.
Transfer to Reserves

During the year under review, no amount has been transferred to
general reserve of the Company.

Change in the Nature of Business

During the year under review, there was no change in the nature of
business of the Company.

Share capital

The authorized share capital of the Company is '' 20,00,00,000
(Rupees Twenty Crores) comprising of 2,00,00,000 (Two Crores)
equity shares of '' 10 each during FY2025.

During the year under review there was a change in issued,
subscribed and paid-up share capital of the Company due to the
issuance of 86513 (Eighty Six Thousand Five Hundred Thirteen)
equity shares pursuant to exercise of employee stock options
under Employee Stock Option Plan 2022.

The issued, subscribed and paid-up share capital of the Company
as on 31^st March 2025 is '' 14,11,50,700 (Rupees Fourteen Crores
Eleven Lakhs Fifty Thousand Seven Hundred only) comprising of
1,41,15,070 (One Crore Forty-One Lakh Fifteen Thousand Seventy
Only) equity shares of '' 10 each.

Deposits

The Company has not accepted any deposits, within the meaning
of provisions of Chapter V of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014 as amended.

Technical collaboration

During the year under review, the Company has technical
collaborations with Tokai Kogyo Co. Limited, Japan; Nissen Chemitec
Corporation, Japan; and Tokai Kogyo Seiki Co. Limited, Japan.

The technology partners of your Company have extended
their continuous support in terms of new product development,
innovations, design, latest technology, quality, productivity, safety,
etc. as per the needs of your Company.

Annual return

The annual return of your Company as on 31^st March, 2025, in
accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules,
2014, is available on your Company’s website at https://www.
ppapco.in/financials#annual_return

Meetings of the Board of Directors

The Board of Directors met five times during FY2025, the details
of which are given in the corporate governance report that forms
part of this annual report. The intervening gap between every two
meetings during the year under review were in compliance with the
period prescribed under the Companies Act, 2013 (“the Act”) and
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”).

Directors and key managerial personnel

In accordance with the provisions of the Act and in terms of
Articles of Association of the Company, Mr. Abhishek Jain (DIN:
00137651), Director of the Company retires by rotation and being
eligible, offers himself for re-appointment at the 30^th AGM.

A brief profile and other details relating to re-appointment of
Mr. Abhishek Jain are provided in Notice convening AGM.

Declaration by independent directors

The Company has received declarations from all the independent
directors of the Company confirming that they meet with criteria of
independence as prescribed under Section 149(6) of the Act and
the Listing Regulations. Further, all the Independent Directors have
registered their names in the data bank maintained and managed
by Indian Institute of Corporate Affairs.

During the year, the Independent Directors of your Company had
no pecuniary relationship or transactions with your Company other
than sitting fees accrued to them for attending meetings of the
Board and its committee(s).

The terms and conditions of appointment of the Independent
Directors are placed on the website of the Company under the
link: https://www.ppapco.in/assets/pdf/policies/Template_for_

appointment_of_Independent_Director.pdf

Directors’ responsibility statement

In terms of and pursuant to Section 134(3)(c) of the Act, as
amended from time to time, in relation to the financial statements
for the year ended 31^st March, 2025, to the best of their knowledge
and belief your Directors confirm the following:

i. that in the preparation of annual accounts for the financial year
ended 31^st March, 2025, the applicable accounting standards
have been followed along with proper explanations relating to
material departures, if any;

ii. that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a “true and fair
view” of the state of affairs of the Company as at 31^st March,
2025 and of the profit and loss of the Company for the financial
year ended 31^st March, 2025;

iii. that the proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

iv. that the annual accounts for the financial year ended 31^st
March, 2025 have been prepared on a “going concern basis”;

v. that the internal financial controls are adequate and are
operating effectively; and

vi. that proper systems to ensure compliance with the provisions
of all applicable laws are adequate and operating effectively.

Compliance with secretarial standards

Your Company has complied with the applicable secretarial
standards issued by the Institute of Companies Secretaries of India
(SS-1 and SS-2) respectively relating to meetings of the Board and
its committees and general meetings.

Evaluation of the Board’s performance

Pursuant to the provisions of the Companies Act, 2013 and the
Listing Regulations, the Board of Directors has carried out annual
evaluation of its own performance, Directors, Chairman and its
committees. The manner in which the evaluation has been carried
out is given in the corporate governance report that forms part of
this annual report.

Nomination and remuneration policy

The remuneration paid to the Directors is in accordance with the
nomination and remuneration policy formulated in accordance with
Section 178 of the Act and Regulation 19 of the Listing Regulations
(including any statutory modification(s) or re-enactment(s) thereof
for the time being in force).

The salient aspects covered in the nomination and remuneration
policy have been given hereunder:

In accordance with the nomination and remuneration policy,
the nomination and remuneration committee has, inter alia, the
following responsibilities:

1. Ensure appropriate induction and training program: The
committee shall ensure that there is an appropriate induction
and training program in place for new Directors, Key
Managerial Personnel (KMPs) and Senior Management
Personnel (SMPs) and review its effectiveness.

2. Formulating the criteria for appointment as a Director: The
committee shall formulate criteria and review it on an ongoing
basis, for determining qualifications, skills, experience,
expertise, qualities, attributes, etc. required to be a Director of
the Company.

3. Identify persons who are qualified to be Directors ,
Independent Directors / KMPs / SMPs: The committee shal
identify persons who are qualified to become Directors ,
Independent Directors / KMPs / SMPs and who satisfy the
criteria laid down under the provisions of the Act, Rules made
thereunder, the Listing Regulations or any other enactment
for the time being in force.

4. Nominate candidates for Directorships subject to the approva
of the Board: The committee shall recommend to the Boarc
the appointment of potential candidates as Non-Executive
Director or Independent Director or Executive Director, as the
case may be.

5. Evaluate the performance of the Board: The committee shal
determine a process for evaluating the performance of the
Board, Director, Chairman and Committees of the Board, or
an annual basis.

6. Remuneration of Managing Director / Directors: The committee
shall ensure that the tenure of Executive Directors and thei
compensation packages are in accordance with applicable
laws and in line with the Company’s objectives, shareholders
interests and benchmarked with the industry.

7. Review performance and compensation of Independen
Directors: The committee shall review the performance o
Independent Directors of the Company. The committee
shall ensure that the Independent Directors may receive
remuneration by way of sitting fees for attending the meetings
of Board or committee(s), thereof provided that the amount o
such fees shall be subject to ceiling / limits as provided undei
the Act and Rules made thereunder or any other enactment
for the time being, in force.

8. Review performance and compensation of KMPs / SMPs
The committee shall ensure that the remuneration to be
paid to KMPs / SMPs shall be based on their experience
qualifications and expertise and governed by the limits, i
any, prescribed under the Companies Act, 2013 and Rules
made thereunder or any other enactment, for the time being
in force.

9. Directors’ and Officers’ Insurance: The committee shall ensure
that the insurance is taken by the Company on behalf of its
Directors, KMPs / SMPs either for indemnifying them agains
any liability or any other matter as may be deemed fit, the
premium paid on such insurance, shall not be treated as par
of the remuneration payable, to any such personnel.

10. Succession plans: The committee shall address and review
sufficiently in advance the succession plans in order to ensure
smooth transition and maintain an ideal balance of skills
experience and expertise on the Board.

11. Evaluation of Independent Director: For every appointment o
an independent director, the Nomination and Remuneration
Committee shall evaluate for the balancing the holistic
set of skills, knowledge, wisdom, and experience on the

Board. Based on such evaluation, prepare the role and
responsibilities, qualifications, and capabilities required of an
incoming independent director. The person recommended to
the Board for appointment as an independent director shall
have the capabilities identified in such description. To identify
suitable candidates, the Committee may:

a) use the services of an external agencies,

b) consider candidates from a wide range of backgrounds
having due regard to diversity and,

c) consider the time commitments of the candidates.
Employee Stock Option Scheme

PPAP Automotive Limited Employee Stock Option Plan 2022
(“ESOP Scheme”) was introduced by the Company to promote
success of the Company by rewarding and motivating the
employees, attract and retain talents, link interests of employees
with shareholders, foster ownership and reward for loyalty to
employees.

The ESOP Scheme has been implemented in accordance with the
provisions of the Act and Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (including any statutory modification(s) and/or reenactment(s)
thereof for the time being in force) (“SEBI SBEB Regulations”).
The Company has obtained a Certificate from the Secretarial
Auditors stating that the ESOP Scheme has been implemented in
accordance with the SEBI SBEB Regulations and in accordance
with the resolution of the Company passed in the annual general
meeting. The said Certificate will be made available for inspection
through electronic mode by writing to the Company at investors@
ppapco.com from the date of circulation of the AGM Notice till the
date of the AGM.

The applicable disclosures as stipulated under Regulation 14 of
SEBI SBEB Regulations with regard to Employees Stock Option
Plan of the Company are available on the website of the Company
at www.ppapco.com and web link for the same is https://www.
ppapco.in/financials#shareholders_meeting.

Particulars of employees

The information required under Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory modification(s) or re-enactment(s) thereof for the time
being in force) in respect of Directors / employees of the Company,
annexed as ‘Annexure-A’ to this report.

Subsidiaries, joint ventures and associate companies

The Company has five wholly owned subsidiary companies and a
joint venture company.

During FY2025 the Company incorporated 3 wholly owned
subsidiary companies, namely Avinya Sealing Systems Limited,
Meraki Precision Tool Engineering Limited, Avinya Industrial
Products Limited w.e.f. 21^st February, 2025, 24^th March, 2025 and
29^th March, 2025 respectively.

ELPIS Automotives Private Limited (Formerly Elpis Components
Distributors Private Limited) and Avinya Batteries Limited (Formerly
PPAP Technology Limited) are also wholly owned subsidiary
companies of the Company.

The name of PPAP Technology Limited has been changed to
Avinya Batteries Limited w.e.f. 28^th March, 2025.

PPAP Tokai India Rubber Private Limited is a joint venture company
of the Company.

A statement containing the salient features of the financial
statements of subsidiary / associates / joint venture company,
as per Section 129(3) of the Companies Act, 2013, is part of the
consolidated financial statements. The audited financial statements
of the wholly owned subsidiary companies have been placed on
the website of the Company.

Corporate governance report

Your Company is committed to maintain high standards of corporate
governance and adhere to the corporate governance requirements
set out under the Listing Regulations. The Company constantly
strive to evolve and follow up on the corporate governance
guidelines and its best practices.

The compliance report on corporate governance and a certificate
from M/s NKJ & Associates, Company Secretaries, regarding
the compliance of the conditions of corporate governance, as
stipulated under Chapter IV of the Listing Regulations, is annexed
to this annual report.

Management discussion and analysis report

As required under Regulation 34(2) of the Listing Regulations, a
detailed management discussion and analysis report is annexed
to this annual report.

Business responsibility and sustainability report

The Company has provided Business responsibility and
sustainability report (BRSR) based on the National Guidelines on
Responsible Business Conduct describing initiatives undertaken
from an environmental, social and governance perspective.

Material changes and commitments affecting financial
position between end of the financial year and date of report

There has been no material change and commitment, affecting the
financial performance of the Company which occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of this report.

Particulars of loans, guarantees and investments.

During the year under review, your Company has not given any loan
or guarantee which is covered under the provisions of Section 186
of the Act. However, details of investments made during the year,
are given under Note no. 7 of the standalone financial statements
of the Company.

Related party transactions

During FY2025, all contracts / transactions entered by your
Company with related parties under Section 188(1) of the Act were
in the ordinary course of business and on an arm’s length basis.
During FY2025, your Company has not entered into any contracts

/ arrangements / transactions with related parties which could be
considered ‘material’ in accordance with its policy on materiality of
related party transactions. Thus, there are no transactions required
to be reported in form AOC-2.

The details of the related party transactions as per Ind AS-24 are
set out in Note no. 40 to the standalone financial statements of the
Company.

Auditors and Auditor’s report

• Statutory auditors

M/s. TR Chadha & Co LLP (ICAI Firm Registration No. 006711N/
N500028), Chartered Accountants, New Delhi, has been appointed
as the statutory auditors of the Company at the 28^th AGM held on
15^th September, 2023, for the period of five years i.e. up to the
conclusion of the 32^nd AGM to be held in the year 2027. Pursuant
to section 139 and 141 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules 2014, M/s. TR Chadha & Co
LLP has furnished a certificate of their eligibility and consent as the
Auditors of the Company.

Statutory auditors’ report

The Auditors’ report does not contain any qualification,
reservation(s) or adverse remark(s). The notes on financial
statements referred to in the auditors’ report are self-explanatory
and do not call for further comments.

• Secretarial auditors

Pursuant to the provisions of Section 204 of the Act and rules
framed thereunder, M/s NKJ & Associates, Practicing Company
Secretaries were appointed as secretarial auditors of the Company
for FY2025.

The secretarial audit report for FY2025 in form MR-3 is attached as
‘Annexure- B’ to this report.

Further, pursuant to the Listing Regulations, and based on the
recommendation of the Board of Directors of the Company, it is
proposed to appoint M/s NKJ & Associates, a Peer Reviewed
Company Secretary in Whole-time Practice, (Membership No.:
FCS 5593 and Certificate of Practice No.: 5233), as the Secretarial
Auditor of the Company, to hold office for a term of 5 (five)
consecutive financial years i.e. to hold office from the conclusion
of 30^th AGM till conclusion of 35^th AGM to be eld in the year 2030.

Accordingly, an item for appointment of M/s NKJ & Associates
as the Secretarial Auditor of the Company is being placed at the
ensuing AGM for approval of the Members. Information about the
proposed appointment is given in the Notice of AGM which forms
part of this Annual Report.

Secretarial auditors’ report

The report of secretarial auditors, part of this annual report does not
contain any qualification(s), reservation(s) or adverse remark(s) or
disclaimer in the said report and do not call for further comments.

• Cost auditors

The Board of Directors, on recommendation of the audit committee,
appointed M/s Jangira & Associates, Cost Accountants, (Firm
Registration No. 103597) as cost auditors to audit the cost

accounts of the Company for FY2026 pursuant to the provisions
of section 148 of the Act. The remuneration payable to the cost
auditors is required to be ratified by the shareholders at the AGM.
Accordingly, resolution ratifying the remuneration payable to M/s
Jangira & Associates, Cost Accountants, (Firm Registration No.
103597) shall be placed for the approval of the shareholders at
the 30^th AGM.

The Company has maintained the necessary accounts and records
as specified by the Central Government under sub-section (1) of
Section 148 of the Act.

The Company had filed the cost audit report for FY2024 on 4^th
September, 2024, in compliance under the Companies (Cost
Records and Audit) Amendment Rules, 2014.

Reporting of frauds by auditors

During the year under review, the auditors of the Company have
not reported to the audit committee, under Section 143(12) of the
Act, any instances of fraud committed against the Company by its
officers and employees.

Corporate social responsibility

Your Company has been taking initiatives under Corporate Social
Responsibility (CSR) for the society at large. The Company has a
well-defined policy on CSR as per the requirement of Section 135
of the Act.

During the year, your Company thrives to constantly contribute
towards the betterment of the local community in which it operates
and the upliftment of the marginalised section of our society,
through “Vinay and Ajay Jain Foundation”, a registered trust for
focused implementation of CSR activities of the Company majorly
in the field of environment, education and health.

The CSR Policy is also available on the website of the Company
and can be accessed by web link https://www.ppapco.in/assets/
pdf/policies/Corporate_Social_Responsibility_Policy.pdf CSR

report, pursuant to Section 134(3)(o) of the Act and Rule 9 of
the Companies (Corporate Social Responsibility) Rules, 2014,
annexed as ‘Annexure- C’ to this report.

Internal financial control systems, its adequacy and risk
management

Internal Financial Control and Risk Management are integral to
the Company’s strategy and for the achievement of the long-term
goals. Our success as an organization depends on our ability to
identify and leverage the opportunities while managing the risks.

Your Company has effective internal controls and risk-mitigation
system, which is constantly assessed and strengthened with new/
revised standard operating procedures.

The internal auditors evaluate the efficacy and adequacy of the
internal control system, its compliance with operating systems
and policies of the Company at all the locations of the Company.
Based on the report of internal audit function, the process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
corrective actions, thereon, are reported to the audit committee.

The Company’s internal control system commensurate with its
size, scale and complexities of operations. In the opinion of the
Board, the Company has robust internal financial controls which
are adequate and effective during the year under review.

The Company has a risk management policy for identification of
elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company. The Company’s risk
management processes focus on ensuring that risks are identified
promptly, and mitigation action plan is formulated and executed
timely.

The Company endeavors to continually sharpen its risk
management systems and processes in line with a rapidly changing
business environment. During the year under review, there were no
risks which in the opinion of the Board threaten the existence of the
Company. However, some of the risks which may pose challenges
are set out in the Management Discussion and Analysis Report
which forms part of this Annual Report.

Policy on sexual harassment of women at workplace

The Company values the dignity of individuals and strives to provide
a safe and respectable work environment to all its employees. The
Company is committed to providing an environment, which is free
of discrimination, intimidation, and abuse.

Your Company has in place a policy on prevention of sexual
harassment at workplace. This policy is in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (“POSH Law”). While the POSH
law is only intended to protect women employees, the Company is
committed to providing a workplace free of Sexual Harassment for
all, and so Company policy on prevention of sexual harassment at
workplace applies uniformly in case of sexual harassment of any
person, irrespective of the gender of the parties.

The Company has constituted Internal Complaints Committees at
various locations as per requirement of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013 for redressal of complaints relating to sexual harassment
against woman at workplace. Your Company has been conducting
awareness campaign across all its manufacturing units to
encourage its employees to be more responsible and alert while
discharging their duties.

During the year under review, the Company has not received any
complaint on sexual harassment.

Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and Company’s operations in future

No significant material orders have been passed during the year
under review by the regulators or courts or tribunals impacting the
going concern status and Company’s operations in future.

Whistle blower policy

Your Company is committed to highest standards of ethical, moral
and legal business conduct. Accordingly, the Board of Directors
have formulated whistle blower policy which is in compliance with

the provisions of Section 177(9) of the Act and Regulation 22 of the
Listing Regulations.

The whistle blower policy provides a vigil mechanism for the
Director / employee to report, without fear of victimization, any
unethical behavior, suspected or actual fraud, violation of the
code of conduct of the Company, etc. which are detrimental to the
organization’s interest and reputation. The mechanism protects
whistle blower from any kind of discrimination, harassment,
victimization or any other unfair employment practice.

The Directors and employees in appropriate or exceptional cases
have direct access to the Chairman of the audit committee. The
said policy is placed on the website of the Company at www.
ppapco.in.

Conservation of energy, technology absorption, foreign
exchange earnings and outgo

The information as required under Section 134(3)(m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating
to conservation of energy, technology absorption, foreign exchange
earnings and outgo, annexed as ‘Annexure- D’ to this report.

Other Disclosures

i. Details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016- Not applicable

ii. Details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with
the reasons thereof- Not applicable

iii. There is no transaction of the Company with any person or
entity belonging to Promoter/Promoter Group which hold 10%
or more shareholding of the Company.

Acknowledgements

The Directors place on record their appreciation for the hard work
and valuable contribution made by every member of PPAP family.

Your Directors are thankful to your technology partners, suppliers,
as well as vendors, our shareholders, business associates,
banks, financial institutions for their continued support and for the
confidence reposed in the Company.

For and on behalf of the Board

Place: Noida Ajay Kumar Jain Abhishek Jain

Date: 16^th May, 2025 Chairman & CEO &

Managing Director Managing Director
DIN:00148839 DIN:00137651

---

Mar 31, 2024

Your directors have pleasure in presenting the Twenty Nineth Annual Report of PPAP Automotive Limited (“Company”) along with the audited financial statements and the auditors’ report thereon forthe year ended 31^st March, 2024.

Financial highlights and state of Company’s affairs

The financial performance of the Company forthe year ended 31^st March, 2024, on a standalone and consolidated basis, is summarized below:

('' in lacs'')

Particulars		For the year ended
	Standalone		Consolidated
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Revenue from Operations (net of excise)	50,386.22	49232.17	52291.77	51111.22
Other Income	377.44	329.74	166.24	141.07
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	4761.82	4885.15	4076.32	3774.02
Less: Depreciation / Amortization / Impairment	3,213.79	2954.00	3414.53	3112.19
Profit / loss before Finance Costs, Exceptional items and Tax Expense	1548.03	1931.15	661.79	661.83
Less: Finance Costs	1,226.33	1029.83	1467.21	1173.12
Profit / loss before Tax Expense	321.70	901.32	(805.42)	(511.29)
Less: Tax Expense (Current & Deferred)	788.95	220.30	498.45	83.14
Profit / loss for the year	(467.25)	681.02	(1,303.87)	(594.43)
Other Comprehensive Income / loss	51.11	(14.99)	52.01	(17.90)
Total	(416.14)	666.03	(1,251.86)	(612.33)

Dividend

The Board of Directors of the Company are pleased to recommend a final dividend of'' 1.25 per equity share (12.5%) of face value of '' 10 (Rupees ten) each subject to the approval of shareholders at the ensuing Annual General Meeting (“AGM”).

In terms of the provisions of the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividend paid or distributed by a company on or after 1^st April, 2020 is taxable in the hands of the shareholders. The tax shall be deducted at the rates prescribed under the Income Tax Act, 1961, as amended, which varies based upon the category and residential status of the shareholder. Shareholders are requested to update their residential status, KYC including PAN with their depository participants, in case of shares held in demat mode and with the Registrar and Share Transfer Agent of the Company, in case the shares are held in physical mode for determining the applicable rate of tax deducted at source.

Transfer to Reserves

During the year under review, no amount has been transferred to general reserve of the Company.

Change in the Nature of Business

During the year under review, there was no change in the nature of business of the Company.

Share capital

The authorized share capital of the Company is '' 20,00,00,000 (Rupees Twenty Crores) comprising of 2,00,00,000 (Two Crores) equity shares of'' 10 each during FY2024.The issued, subscribed and paid-up share capital of the Company is '' 14,00,00,000 (Rupees Fourteen Crores) comprising of 1,40,00,000 (One Crore Forty Lakh) equity shares of '' 10 each. During the year under review, there is no change in share capital of the Company. Deposits

The Company has not accepted any deposits, within the meaning of provisions of Chapter V of the Companies Act, 2013 (“the Act”), read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

Technical collaboration

The Company has technical collaborations with Tokai Kogyo Co. Limited, Japan; Nissen Chemitec Corporation, Japan; and Tokai Kogyo Seiki Co. Limited, Japan.

The technology partners of your Company have extended their continuous support in terms of new product development, innovations, design, latest technology, quality, productivity, safety, etc. as per the needs of your Company.

Annual return

The annual return of your Company as on 31^st March, 2024, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on your Company’s website at https://www. ppapco.in/assets/pdf/annual_reports/Annual_return_24_Form_ MGT_7%20Final.pdf

Meetings of the Board of Directors

The Board of Directors met five times during FY2024, the details of which are given in the corporate governance report that forms part of this annual report. The intervening gap between every two meetings during the year under review were in compliance with the period prescribed under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Directors and key managerial personnel

In accordance with the provisions of the Act, and in terms of Articles of Association of the Company, Mrs. Vinay Kumari Jain (DIN: 00228718), Director of the Company retires by rotation and being eligible, offers herself for re-appointment at the 29^th AGM.

The Board of Directors upon the recommendation of Nomination and Remuneration Committee has re-appointed Mr. Abhishek Jain (DIN: 00137651) as Chief Executive Officer & Managing Director of the Company for a further period of three years w.e.f. 1^st April, 2025 to 31^st March, 2028, subject to the approval of shareholders at the ensuing AGM.

Mr. Rohit Rajput (DIN: 07944150), was appointed as an Additional Director (Independent) by the Board of Directors, subject to shareholder approval for first term of five consecutive years with effect from 9^th November, 2023 to 8^th November, 2028.

Mr. Rohit Rajput appointment as an Independent Director for first term of five consecutive years with effect from 9^th November, 2023 to 8^th November, 2028 was approved by the shareholders by postal ballot on 20^th January, 2024.

The Board of Directors are of the opinion that Mr. Rohit Rajput, Independent Director possess integrity, necessary expertise, relevant experience and proficiency.

Mr. Bhuwan Kumar Chaturvedi (DIN: 00144487), was reappointed in the 23^rd AGM as an Independent Director for the second term of five consecutive years from 26^th December 2018 to 25^th December, 2023. The tenure of Mr. Bhuwan Kumar Chaturvedi as an Independent Director has completed on 25^th December, 2023.

Mr. Pravin Kumar Gupta (DIN: 06491563), was reappointed in the 23^rd AGM as an Independent Director for the second term of five consecutive years from 1^st April 2019 to 31^st March 2024. The tenure of Mr. Pravin Kumar Gupta as an Independent Director has completed on 31^st March 2024.

The disclosure as required underthe provisions of the Companies Act, 2013, read with Secretarial Standards issued by Institute of Company Secretaries of India and Listing Regulations forms part of the Notice convening AGM.

Declaration by independent directors

The Company has received declarations from all the independent directors of the Company confirming that they meet with criteria of independence as prescribed under Section 149(6) of the Act and the Listing Regulations. Further, all the Independent Directors have registered their names in the data bank maintained and managed by Indian Institute of Corporate Affairs.

During the year, the Independent Directors of your Company had no pecuniary relationship or transactions with your Company other than sitting fees accrued to them for attending meetings of the Board and its committee(s) and remuneration.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company under the link: https://www.ppapco.in/assets/pdf/policies/Template_for_

appointment_of_lndependent_Director.pdf

Directors’ responsibility statement

In terms of and pursuant to Section 134(3)(c) of the Act, as amended from time to time, in relation to the financial statements forthe year ended 31^st March, 2024, to the best of their knowledge and belief your Directors confirm the following:

i. that in the preparation of annual accounts forthe financial year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a “true and fair view” of the state of affairs of the Company as at 31^st March, 2024 and of the profit and loss of the Company for the financial year ended 31^st March, 2024;

iii. that the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts for the financial year ended 31^st March, 2024 have been prepared on a “going concern basis”;

v. that the internal financial controls are adequate and are operating effectively; and

vi. that proper systems to ensure compliance with the provisions of all applicable laws are adequate and operating effectively.

Compliance with secretarial standards

Your Company has complied with the applicable secretarial standards issued by the Institute of Companies Secretaries of India (SS-1 and SS-2) respectively relating to meetings of the Board and its committees and general meetings.

Evaluation of the Board’s performance

Pursuant to the provisions of the Act, and the Listing Regulations, the Board of Directors has carried out annual evaluation of its own performance, Directors, Chairman and its committees. The

manner in which the evaluation has been carried out is given in the corporate governance report that forms part of this annual report.

Nomination and remuneration policy

The remuneration paid to the Directors is in accordance with the nomination and remuneration policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force).

The salient aspects covered in the nomination and remuneration policy have been given hereunder:

In accordance with the nomination and remuneration policy, the nomination and remuneration committee has, inter alia, the following responsibilities:

1. Ensure appropriate induction and training program: The committee shall ensure that there is an appropriate induction and training program in place for new Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) and review its effectiveness.

2. Formulating the criteria for appointment as a Director: The committee shall formulate criteria and review it on an ongoing basis, for determining qualifications, skills, experience, expertise, qualities, attributes, etc. required to be a Director of the Company.

3. Identify persons who are qualified to be Directors / Independent Directors / KMPs / SMPs: The committee shall identify persons who are qualified to become Directors / Independent Directors / KMPs / SMPs and who satisfy the criteria laid down under the provisions of the Act, Rules made thereunder, the Listing Regulations or any other enactment, for the time being in force.

4. Nominate candidates for Directorships subject to the approval of the Board: The committee shall recommend to the Board the appointment of potential candidates as Non-Executive Director or Independent Director or Executive Director, as the case may be.

5. Evaluate the performance of the Board: The committee shall determine a process for evaluating the performance of the Board, Director, Chairman and Committees of the Board, on an annual basis.

6. Remuneration of Managing Director/ Directors:The committee shall ensure that the tenure of Executive Directors and their compensation packages are in accordance with applicable laws and in line with the Company’s objectives, shareholders’ interests and benchmarked with the industry.

7. Review performance and compensation of Independent Directors: The committee shall review the performance of Independent Directors of the Company. The committee shall ensure that the Independent Directors may receive remuneration by way of commission and/or sitting fees for attending the meetings of Board or committee(s), thereof

provided that the amount of such fees shall be subject to ceiling / limits as provided under the Act and Rules made thereunder or any other enactment, for the time being, in force.

8. Review performance and compensation of KMPs / SMPs: The committee shall ensure that the remuneration to be paid to KMPs / SMPs shall be based on their experience, qualifications and expertise and governed by the limits, if any, prescribed under the Companies Act, 2013 and Rules made thereunder or any other enactment, for the time being, in force.

9. Directors’and Officers’ lnsurance:The committee shall ensure that the insurance taken by the Company on behalf of its Directors, KMPs / SMPs either for indemnifying them against any liability or any other matter as may be deemed fit, the premium paid on such insurance, shall not be treated as part of the remuneration payable, to any such personnel.

10. Succession plans: The committee shall address and review sufficiently in advance the succession plans in orderto ensure smooth transition and maintain an ideal balance of skills, experience and expertise on the Board.

11. Evaluation of Independent Director: For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate for the balancing the holistic set of skills, knowledge, wisdom, and experience on the Board. Based on such evaluation, prepare the role and responsibilities, qualifications, and capabilities required of an incoming independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. To identify suitable candidates, the Committee may:

a) use the services of an external agencies,

b) consider candidates from a wide range of backgrounds having due regard to diversity and,

c) consider the time commitments of the candidates. Employee Stock Option Scheme

PPAP Automotive Limited Employee Stock Option Plan 2022 (“ESOP Scheme") was introduced by the Company to promote success of the Company by rewarding and motivating the employees, attract and retain talents, link interests of employees with shareholders, foster ownership and reward for loyalty to employees.

The ESOP Scheme has been implemented in accordance with the provisions of the Act and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or reenactment(s) thereof for the time being in force) (“SEBI SBEB Regulations”).

The Company has obtained a Certificate from the Secretarial Auditors stating that the ESOP Scheme has been implemented in accordance with the SEBI SBEB Regulations and in accordance

with the resolution of the Company passed in the annual general meeting. The said Certificate will be made available for inspection through electronic mode by writing to the Company at [e-mail] from the date of circulation of the AGM Notice till the date of the AGM.

The applicable disclosures as stipulated under Regulation 14 of SEBI SBEB Regulations with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.ppapco.in and web link for the same is https://www.ppapco. in/financials#shareholders_meeting.

Particulars of employees

The information required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors / employees of the Company, annexed as ‘Annexure-A’ to this report.

Subsidiaries, joint ventures and associate companies

During FY2024 no company has become or ceased to be subsidiary, joint venture or associate of the company.

The Company has two subsidiary companies and a joint venture company. ELPIS Automotives Private Limited (Formerly Elpis Components Distributors Private Limited) and PPAP Technology Limited are wholly owned subsidiary companies of the Company. PPAPTokai India Rubber Private Limited is a joint venture company of the Company.

A statement containing the salient features of the financial statements of subsidiary / associates / joint venture company, as per Section 129(3) of the Companies Act, 2013, is part of the consolidated financial statements.The audited financial statements of the wholly owned subsidiary companies have been placed on the website of the Company.

Corporate governance report

Your Company is committed to maintain high standards of corporate governance and adhere to the corporate governance requirements set out under the Listing Regulations. The Company constantly strive to evolve and follow up on the corporate governance guidelines and its best practices.

The compliance report on corporate governance and a certificate from M/s NKJ & Associates, Company Secretaries, regarding the compliance of the conditions of corporate governance, as stipulated under Chapter IV of the Listing Regulations, is annexed to this annual report.

Management discussion and analysis report

As required under Regulation 34(2) of the Listing Regulations, a detailed management discussion and analysis report is annexed to this annual report.

Business responsibility and sustainability report

The Company has provided Business responsibility and sustainability report (BRSR) based on the National Guidelines on Responsible Business Conduct describing initiatives undertaken from an environmental, social and governance perspective.

Material changes and commitments affecting financial position between end of the financial year and date of report

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Particulars of loans, guarantees and investments.

During the year under review, your Company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Act. However, details of investments made during the year, are given under Note no. 7 of the standalone financial statements of the Company.

Related party transactions

During FY2024, all contracts / transactions entered by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm’s length basis. During FY2024, your Company has not entered into any contracts / arrangements / transactions with related parties which could be considered ‘material’ in accordance with its policy on materiality of related party transactions.Thus, there are no transactions required to be reported in form AOC-2.

The details of the related party transactions as per Ind AS-24 are set out in Note no. 40 to the standalone financial statements of the Company.

Auditors and Auditor’s report

• Statutory auditors

M/s. TR Chadha & Co LLP (ICAI Firm Registration No. 006711N/ N500028), Chartered Accountants, New Delhi, has been appointed as the statutory auditors of the Company at the 28^th AGM held on 15^th September, 2023, for the period of five years i.e. up to the conclusion of the 33^rd AGM to be held in the year 2028. Pursuant to section 139 and 141 of the Act, read with the Companies (Audit and Auditors) Rules 2014, M/s.TR Chadha & Co LLP has furnished a certificate of their eligibility and consent as the Auditors of the Company.

Statutory auditors’ report

The Auditors’ report does not contain any qualification, reservation(s) or adverse remark(s). The notes on financial statements referred to in the auditors’ report are self-explanatory and do not call for further comments.

• Secretarial auditors

Pursuant to the provisions of Section 204 of the Act and rules framed thereunder, M/s NKJ & Associates, Practicing Company Secretaries were appointed as secretarial auditors of the Company for FY2024.

The secretarial audit report for FY2024 in form MR-3 is attached as ‘Annexure- B’to this report.

Secretarial auditors’ report

The report of secretarial auditors, part of this annual report does not contain any qualification(s), reservation(s) or adverse remark(s) or

disclaimer in the said report and do not call for further comments.

• Cost auditors

The Board of Directors, on recommendation of the audit committee, appointed M/s Jangira & Associates, Cost Accountants, (Firm Registration No. 103597) as cost auditors to audit the cost accounts of the Company for FY2025 pursuant to the provisions of section 148 of the Act. The remuneration payable to the cost auditors is required to be ratified by the shareholders at the AGM. Accordingly, resolution ratifying the remuneration payable to M/s Jangira & Associates, Cost Accountants, (Firm Registration No. 103597) shall be placed for the approval of the shareholders at the 29^th AGM.

The Company has maintained the necessary accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act.

The Company had filed the cost audit report for FY2023 on 8^th September, 2023, in compliance under the Companies (Cost Records and Audit) Amendment Rules, 2014.

Reporting of frauds by auditors

During the year under review, the auditors of the Company have not reported to the audit committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers and employees.

Corporate social responsibility

Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for the society at large. The Company has a well-defined policy on CSR as per the requirement of Section 135 of the Act.

During the year, your Company thrives to constantly contribute towards the betterment of the local community in which it operates and the upliftment of the marginalised section of our society, through “Vinay and Ajay Jain Foundation”, a registered trust for focused implementation of CSR activities of the Company majorly in the field of environment, education and health.

The CSR Policy is also available on the website of the Company and can be accessed by web link https://www.ppapco.in/assets/ pdf/policies/Corporate_SociaLResponsibility_Policy.pdf CSR report, pursuant to Section 134(3)(o) of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014. Report on CSR Activities is annexed as ‘Annexure- C’to this report.

Internal financial control systems, its adequacy and risk management

Internal Financial Control and Risk Management are integral to the Company’s strategy and for the achievement of the long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

Your Company has effective internal controls and risk-mitigation system, which is constantly assessed and strengthened with new/ revised standard operating procedures.

The internal auditors evaluate the efficacy and adequacy of the internal control system, its compliance with operating systems

and policies of the Company at all the locations of the Company. Based on the report of internal audit function, the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions, thereon, are reported to the audit committee.

The Company’s internal control system commensurate with its size, scale and complexities of operations. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.

The Company has a risk management policy for identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Company’s risk management processes focus on ensuring that risks are identified promptly, and mitigation action plan is formulated and executed timely.

The Company endeavors to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

Policy on sexual harassment of women at workplace

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation, and abuse.

Your Company has in place a policy on prevention of sexual harassment at workplace.This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Law”). While the POSH law is only intended to protect women employees, the Company is committed to providing a workplace free of Sexual Harassment for all, and so Company policy on prevention of sexual harassment at workplace applies uniformly in case of sexual harassment of any person, irrespective of the gender of the parties.

The Company has constituted Internal Complaints Committees at various locations as per requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 for redressal of complaints relating to sexual harassment against woman at workplace. Your Company has been conducting awareness campaign across all its manufacturing units to encourage its employees to be more responsible and alert while discharging their duties.

During the year under review, the Company has not received any complaint on sexual harassment.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

No significant and material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Whistle blower policy

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated whistle blower policy which is in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations.

The whistle blower policy provides a vigil mechanism for the Director / employee to report, without fear of victimization, any unethical behavior, suspected or actual fraud, violation of the code of conduct of the Company, etc. which are detrimental to the organization’s interest and reputation. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice.

The Directors and employees in appropriate or exceptional cases have direct access to the Chairman of the audit committee. The said policy is placed on the website of the Company at www. ppapco.in.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, annexed as ‘Annexure- D’ to this report.

Other Disclosures

i. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016- Not applicable

ii. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof- Not applicable

iii. There are no transactions of the Company with any person or entity belonging to promoter/promoter group which holds 10% or more shareholding with the Company.

Acknowledgements

The Directors place on record their appreciation for the hard work and valuable contribution made by every member of PPAP family.

Your Directors are thankful to your technology partners, suppliers, as well as vendors, our shareholders, business associates, banks, financial institutions for their continued support and for the confidence reposed in the Company.

For and on behalf of the Board

Place: Noida Ajay Kumar Jain Abhishek Jain

Date: 18^th May, 2024 Chairman & CEO &

Managing Director Managing Director DIN: 00148839 DIN: 00137651

---

Mar 31, 2018

Dear Members,

PPAP Automotive Limited

The Directors have pleasure in presenting the Twenty Third Annual Report of your Company along with the audited standalone and consolidated financial statements and the Auditors’ report thereon for the year ended 31^st March, 2018.

Financial Highlights and State of Company’s Affairs

(Rs. in lacs)

Particulars	For the year ended
	Standalone		Consolidated
	31st March, 2018	31st March, 2017	31st March, 2018	31st March, 2017
Revenue from operations (net of excise)	39,762.33	34,501.20	39,762.33	34,501.20
Profit before interest, tax and depreciation	8,746.46	6,867.66	8,936.34	7,158.42
Less: interest	442.39	626.80	442.39	626.80
Depreciation & amortization	2,598.96	2,438.54	2,598.96	2,438.54
Profit / (loss) before tax (PBT)	5,705.11	3,802.54	5,894.99	4,093.08
Less: Tax expenses	1,963.94	1,297.16	1,963.94	1,297.16
Profit / (loss) for the period	3,741.17	2,505.38	3,931.05	2,795.92

The Company has adopted “Ind AS” with effect from 1^st April, 2017. Financial statements for the year ended and as at 1^st April, 2017 have been re-stated to conform to Ind AS Note 2 to the consolidated financial statement provides further explanation on the transition to Ind AS.

Company’s Performance

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1^st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Previous years’ figures have been restated and audited by the statutory auditors of the Company.

During the financial year 2017-18, revenue from operations on standalone basis increased to Rs. 39,762.33 lacs as against Rs. 34,501.20 lacs in the previous year registring a growth of 15.25%.

Employee cost as a percentage to revenue from operations increased to 15.90% (Rs. 6,322.85 lacs) against 15.44% (Rs. 5,236.31 lacs) in the previous year

Other expenses as a percentage to revenue from operations decreased to 12.69% (Rs. 5,047.78 lacs) as against 12.97% (Rs. 4,474.93 lacs) in the previous year

The profit after tax for the current year is Rs. 3,741.17 lacs as against Rs. 2,505.38 lacs in the previous year registring a growth of 49.32%.

Consolidated financial statements

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the consolidated financial statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable Ind AS and on the basis of audited financial statements of the Company, Joint Venture and associate companies, as approved by the respective Board of Directors.

The consolidated financial statements together with the auditors’ report form part of this annual report.

Dividend

During the financial year 2017-18, your Company declared and paid to the shareholders, an interim dividend of Rs. 2.00 (Rupees two only) per equity share of face value of Rs. 10 (Rupees ten) each in the month of November, 2017.

The Board of Directors of the Company are pleased to recommend a final dividend of Rs. 2.50 (Rupees two and fifty paisa only) per equity share of face value of Rs. 10 (Rupees ten) each for approval of the shareholders at the ensuing Annual General Meeting (AGM). On approval, the total dividend (interim dividend and final dividend) for the financial year 2017-18 will be Rs. 4.50 (Rupees four and fifty paisa only) per equity share of the face value of Rs.10 (Rupees ten) each as against the total dividend of Rs. 3 (Rupees three only) per equity share of the face value of Rs. 10 (Rupees ten) paid for the previous financial year 2016-17.

Deposits

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31^st March, 2018.

Technical collaboration

The Company has technical collaborations with Tokai Kogyo Co. Limited, Japan; Nissen Chemitec Corporation, Japan; and Tokai Kogyo Seiki Co. Limited, Japan. Your Company is receiving the requisite support as per the needs of the business.

The technology partners of your Company has extend their continuous support in terms of new product development, innovations, latest technology, quality, productivity, etc. as per the needs of your Company.

Extract of annual return

The details forming part of the extract of the Annual Return as on 31^st March, 2018 in form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, annexed as “Annexure-A” to this report.

Meetings of the Board of Directors

The Board of Directors met five times during the financial year 2017-18, the details of which are given in the corporate governance report that forms part of this annual report. The intervening gap between any two meetings was in compliance with the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee

The Audit Committee’s purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process including reviewing of the Company’s statutory and internal audit reports. The Audit Committee also gives recommendations for enhancement in scope and coverage of internal audit for specific areas wherever it is felt necessary. The Audit Committee is provided with all the necessary assistance and information to carry out its functions effectively. All the members of the Audit Committee have the requisite financial, legal and management expertise.

The details of composition of the Audit Committee, its terms of reference and the number of meetings held during the year under review, are given in the corporate governance report.

The corporate governance report have been detailed in a separate section and is attached separately to this annual report.

Directors and key managerial personnel

Mr. Abhishek Jain (DIN: 00137651), Whole Time Director has been elevated to the position of the Chief Executive Officer and Managing Director (CEO & MD) of the Company with effect from 1^st April, 2017.

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mrs. Vinay Kumari Jain (DIN: 00228718), NonExecutive Director of the Company, retires by rotation, she being eligible, has offered herself for re-appointment as a Director

Mr. Ajay Kumar Jain (DIN: 00148839) is on the Board of the Company since 18^th October, 1995 as Managing Director and was also appointed as Chairman on 10^th February, 2014.

The current tenure of Mr. Ajay Kumar Jain, as Chairman & Managing Director will expire on 31^st October, 2018. The Board at its meeting held on 21^st May, 2018 on recommendation of the Nomination and Remuneration Committee has approved the re-appointment of Mr. Ajay Kumar Jain, as Chairman & Managing Director (CMD) of the Company for a tenure of five years with effect from 1^st November, 2018 up to 31^st October, 2023, subject to the approval of shareholders at 23^rd AGM.

Pursuant to the provisions of the Companies Act, 2013, Mr. Bhuwan Kumar Chaturvedi (DIN: 00144487) was appointed as a Non-Executive Independent Director for five consecutive years, for a term up to 25^th December, 2018 by the shareholders of the Company at 19^th AGM of the Company held on 27^th September, 2014. Mr. Bhuwan Kumar Chaturvedi is eligible for re-appointment as a Non-Executive Independent Director for another term of five consecutive years. Pursuant to the provisions of the Companies Act, 2013, the Board at its meeting held on 21^st May, 2018 on recommendation of the Nomination and Remuneration Committee has approved the reappointment of Mr. Bhuwan Kumar Chaturvedi as a Non-Executive Independent Director for another term of five consecutive years i.e. from 26^th December, 2018 up to 25^th December, 2023, subject to the approval of the shareholders through a special resolution at the 23^rd AGM.

Pursuant to the provisions of the Companies Act, 2013, Mr. Pravin Kumar Gupta (DIN: 06491563) was appointed as a Non-Executive Independent Director for five consecutive years for a term up to 31^st March, 2019 by the shareholders of the Company at 19^th AGM of the Company held on 27^th September, 2014. Mr. Pravin Kumar Gupta is eligible for re-appointment as a Non-Executive Independent Director for another term of five consecutive years. Pursuant to the provisions of the Companies Act, 2013, the Board at its meeting held on 21^st May, 2018 on recommendation of the Nomination and Remuneration Committee has approved the re-appointment of Mr. Pravin Kumar Gupta as a NonExecutive Independent Director for another term of five consecutive years from 1^st April, 2019 up to 31^st March, 2024, subject to the approval of the shareholders through a special resolution at the 23^rd AGM.

Pursuant to the provisions of the Companies Act, 2013, Mr. Ashok Kumar Jain (DIN: 06881412) was appointed as a Non-Executive Independent Director for five consecutive years for a term up to 26^th May, 2019 by the shareholders of the Company at 19^th AGM of the Company held on 27^th September, 2014. Mr. Ashok Kumar Jain is eligible for re-appointment as a Non-Executive Independent Director for another term of five consecutive years. Pursuant to the provisions of the Companies Act, 2013, the Board at its meeting held on 21^st May, 2018 on recommendation of the Nomination and Remuneration Committee has approved the re-appointment of Mr. Ashok Kumar Jain as a Non-Executive Independent Director for another term of five consecutive years from 27^th May, 2019 up to 26^th May, 2024, subject to the approval of the shareholders through a special resolution at the 23^rd AGM.

Brief profile of Directors seeking appointment and reappointment along with other details as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, are given in the notice of 23^rd AGM.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the committee(s).

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at http://ppapco.in/Template-of-Letters-of-Appointment-to-Independent-Directors.pdf

Credit rating

During the year under review, the credit rating agency CRISIL has upgraded the credit rating of your Company on the long-term bank facilities to ‘CRISIL A / Stable’ from ‘CRISIL A / Positive’ and reaffirmed the short-term bank facilities at ‘CRISIL A1’ on 9^th August, 2017.

Details of credit ratings:

Long term Bank Loan	CRISIL A / Stable
facilities	(Upgraded from ‘CRISIL A
	/ Positive’)
Short term Bank Loan	CRISIL A1 (Reaffirmed)
facilities

Directors’ responsibility statement

In terms of and pursuant to Section 134(3)(c) of the Companies Act, 2013, as amended from time to time, in relation to the financial statements for the year ended 31^st March, 2018, to the best of their knowledge and belief your Directors confirm the following:

i. that in the preparation of annual financial statements for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a “true and fair view” of the state of affairs of the Company as at 31^st March, 2018 and of the profit and loss of the Company for the financial year ended 31^st March, 2018;

iii. that the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the financial statements for the financial year ended 31^st March, 2018 have been prepared on a “going concern basis”;

v. that the internal financial controls are adequate and are operating effectively; and

vi. that proper systems to ensure compliance with the provisions of all applicable laws are adequate and operating effectively.

Evaluation of the Board’s performance / effectiveness

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually, as well as, the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the corporate governance report attached to this report.

Nomination and remuneration policy

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been given hereunder:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. Ensure appropriate induction and training program: The Committee shall ensure that there is an appropriate induction and training program in place for new Directors, Key Managerial Persons and members of senior management and review its effectiveness,

2. Formulating the criteria for appointment as a Director: The Committee shall formulate criteria and review them on an ongoing basis, for determining qualifications, skills, experience, expertise, qualities, attributes, etc, required to be a Director of the Company,

3. Identify persons who are qualified to be Directors / Independent Directors / KMPs / SMPs: The Committee shall identify persons who are qualified to become Directors / Independent Directors / KMPs / SMPs and who satisfy the criteria laid down under the provisions of the Companies Act, 2013, Rules made thereunder SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other enactment, for the time being in force,

4. Nominate candidates for Directorships subject to the approval of Board: The Committee shall recommend to the Board the appointment of potential candidates as Non-Executive Director or Independent Director or Executive Director, as the case may be.

5. Evaluate the performance of the Board: The Committee shall determine a process for evaluating the performance of every Director, every Committee of the Board and of the Board as a whole including the Chairman, on an annual basis.

6. Remuneration of Managing Director / Directors: The Committee shall ensure that the tenure of Executive Directors and their compensation packages are in accordance with applicable laws and in line with the Company’s objectives, shareholders’ interests and benchmarked with the industry.

7. Review performance and compensation of NonExecutive Independent Directors: The Committee shall review the performance of Non-Executive Independent Directors of the Company. The Committee shall ensure that the Non-Executive Independent Directors may receive remuneration by way of sitting fees for attending the meetings of Board or Committee(s), thereof provided that the amount of such fees shall be subject to ceiling / limits as provided under the Companies Act, 2013 and Rules made thereunder or any other enactment, for the time being, in force.

8. Review performance and compensation of KMPs / SMPs etc.: The Committee shall ensure that the remuneration to be paid to KMPs / SMPs shall be based on their experience, qualifications and expertise and governed by the limits, if any, prescribed under the Companies Act, 2013 and Rules made thereunder or any other enactment, for the time being, in force.

9. Directors’ and Officers’ Insurance: The Committee shall ensure that the insurance taken by the Company on behalf of its Directors, KMPs / SMPs either for indemnifying them against any liability or any other matter as may be deemed fit, the premium paid on such insurance, shall not be treated as part of the remuneration payable, to any such personnel.

Particulars of employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors / employees of the Company, annexed as “Annexure-B” to this report.

Joint ventures and associates

During the year under review, none of the Company have become / ceased to be the joint ventures, subsidiaries and associates of your Company

In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared consolidated financial statements of the Company, which forms part of this annual report. Further, a statement containing the salient features of the financial statements of our associates and joint venture in the prescribed form AOC-1, annexed as “Annexure-C” to this report which covers the financial position of associates and joint venture Company and hence not repeated here for the sake of brevity.

Corporate governance report

Your Company is committed to maintain high standards of corporate governance and adhere to the corporate governance requirements set out by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. At the Company, we constantly strive to evolve and follow up on the corporate governance guidelines and its best practices.

The compliance report on corporate governance and a certificate from M/s VLA & Associates, Company Secretaries, secretarial auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annexed to this annual report.

Management discussion and analysis report

As required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed management discussion and analysis report is presented in a separate section forming part of this annual report.

Material changes and commitments affecting financial position between end of the financial year and date of report.

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

Particulars of loans, guarantees and investments

During the year under review, your Company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investments made during the year, are given under note 6 of the standalone financial statements of the Company.

Related party transactions

During financial year 2017-18, all contracts / transactions entered into by your Company with related parties under Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on an arm’s length basis. During financial year 2017-18, your Company has not entered into any contracts / arrangements / transactions with related parties which could be considered ‘material’ in accordance with its policy on materiality of related party transactions. Thus, there are no transactions required to be reported in form AOC-2.

The details of the related party transactions as per Ind AS 24 are set out in note 40 to the standalone financial statements of the Company.

Auditors and Auditors’ report Auditors

- Statutory auditors

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s O P Bagla & Co. (Registration No. 000018N), Chartered Accountants, New Delhi were appointed as the statutory auditors of the Company at the 19^th AGM of the Company held on 27^th September, 2014 for the period of four years i.e. up to the conclusion of the 23^rd AGM to be held in the year 2018. The firm has converted itself into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 and is now known as M/s O P Bagla & Co. LLP with effect from 25^th April, 2018.

The present term of M/s O P Bagla & Co. LLP, will expire at the conclusion of ensuing AGM of the Company The Board upon the recommendation of Audit Committee proposed to re-appoint M/s O P Bagla & Co. LLP, Chartered Accountants, as the statutory auditors of the Company for the second term of five consecutive years to hold office from the conclusion of the 23^rd AGM till the conclusion of the 28^th AGM of the Company to be held in the year 2024.

The Company has also received a consent letter from the auditors for re-appointment as the statutory auditors for the second term of five consecutive years under Section 139 and 141 of Companies Act, 2013. Statutory auditors’ report

The Auditors’ report does not contain any qualification, reservation(s) or adverse remark(s). The notes on financial statements referred to in the Auditors’ report are self-explanatory and do not call for further comments.

- Secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s VLA & Associates, Company Secretaries, as secretarial auditors to conduct the secretarial audit of the Company for the financial year ended 31^st March, 2019.

The secretarial audit report for the financial year 31^st March, 2018 in form MR-3 is attached as “Annexure-D” to this report.

Secretarial auditors’ report

The report of secretarial auditors is forming part of this report and does not contain any qualification(s), reservation(s) or adverse remark(s).

- Cost auditors

The Board of Directors, on recommendation of the Audit Committee, appointed M/s Rakesh Singh & Co., Cost Accountants, (Registration No. 000247) as cost auditors to audit the cost accounts of the Company for the financial year 2018-19 in terms of the provisions of Section 148 of the Companies Act, 2013. The remuneration payable to the cost auditors is required to be ratified by the shareholders at the AGM. Accordingly, resolution ratifying the remuneration payable to M/s Rakesh Singh & Co., Cost Accountants, (Registration No. 000247) forms a part of the notice dated 21^st May, 2018 convening the 23^rd AGM.

The Company had filed the cost audit report for financial year 2016-17 on 7^th September, 2017, in compliance under the Companies (Cost Records and Audit) Amendment Rules, 2014.

Corporate social responsibility

Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for the society at large. The Company has a well-defined Policy on CSR as per the requirement of Section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Companies Act, 2013.

During the year under review, your Company has carried out activities primarily related to promoting education, ensuring environmental sustainability, preventive healthcare and vocational training.

CSR report, pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, annexed as “Annexure-E” to this report.

Risk management policy

The Company has established risk management framework that enables regular and active monitoring business activities for identification, assessment and mitigation of potential internal or external risks. The respective functional / business unit head(s) are entrusted with the responsibility of identifying, mitigating and monitoring of risk management. Risk management forms an integral part of the management and is an ongoing process integrated with the operations.

The Company’s risk management processes focuses on ensuring that these risks are identified promptly, mitigation action plan identified and executed timely.

There are no risks which in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the management discussion and analysis report which forms a part of this annual report.

Policy on sexual harassment of women at workplace

Your Company has in place a policy on prevention of sexual harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. As per the said policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment.

The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees), as well as, any women visiting the Company’s office premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

During the financial year under review the Company has not received any complaint on sexual harassments. The Company has also organized workshops and awareness programs against sexual harassment.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

No significant and material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Details on internal financial controls related to financial statements

Your Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and all financial transactions are authorized, recorded and reported correctly.

The internal auditors evaluates the efficacy and adequacy of the internal control system, its compliance with operating systems and policies of the Company at all the locations of the Company. Based on the report of internal audit function, the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions, thereon, are presented to the Audit Committee.

The Company has an effective and reliable internal financial control system commensurate with the nature of its business, size and complexity of its operations.

This also identifies opportunities for improvement and ensure good practices imbibed in the processes that develop and strengthen the internal financial control systems and enhance the reliability of Company’s financial statements.

The Audit Committee reviews the internal audit plan, adequacy and effectiveness of the internal control system. Your Company has adopted Ind AS for the accounting period beginning on 1^st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16^th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

Whistle blower policy

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated whistle blower policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The whistle blower policy / vigil mechanism provides a mechanism for the Director / employee to report, without fear of victimization, any unethical behavior, suspected or actual fraud, violation of the code of conduct of the Company, etc. which are detrimental to the organization’s interest and reputation. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice.

The Directors and employees in appropriate or exceptional cases have direct access to the Chairman of the Audit Committee. The said policy is placed on the Company’s website at www.ppapco.in.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

During the year under review, your Company has been accorded the recognition from The Department of Scientific and Industrial Research (DSIR), Ministry of Science and Technology for its “In house research and development unit” for the plant of the Company situated at B-206A, Sector-81, Phase-II, Noida-201305, Uttar Pradesh.

The information as required under Section 134(3)(m) of the the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, annexed as “Annexure-F” to this report.

Acknowledgements

Your Directors wish to convey their appreciation to all the employees for their exemplary commitment, hard work and collective contribution to the Company’s performance. Your Directors also express their sincere gratitude to technology partners for sharing know how, continued support and confidence reposed in the Company.

Your Directors also thank all the business associates, banks, financial institutions and our shareholders for their assistance, co-operation and encouragement to the Company during the year.

For and on behalf of the Board of Directors

Place: Noida Ajay Kumar Jain Abhishek Jain

Date : 21^st May, 2018 Chairman & CEO &

Managing Director Managing Director

DIN: 00148839 DIN: 00137651

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Mar 31, 2015

Dear Members,

PPAP Automotive Limited

The Directors have pleasure in presenting the Twentieth Annual Report together with the audited financial statements for the year ended 31st March, 2015.

Financial highlights Rs. in crores

Particulars For the year ended

31-Mar-15 31-Mar-14

Total Revenue 322.64 255.11

Earnings before interest, tax, depreciation and amortization expense 44.50 36.27 (EBITDA)

Less: interest 7.12 3.04

Depreciation & amortization 21.53 19.74

Profit / (loss) before extraordinary items and tax 15.83 13.48

Less: extraordinary items 0 5.46

Profit / (loss) before tax (PBT) 15.83 8.02

Less: Tax expenses

Current tax 2.78 3.31

Deferred tax 1.02 (0.75)

Profit / (loss) for the period (PAT) 12.02 5.45

Add : profit brought forward from previous year 95.28 89.82

Total available profits 107.3 95.28

Less: Transferred to reserves 1.20 -

Dividend amount including dividend distribution tax 1.67 -

Profits carried forward to the following year 104.43 95.28

Business Operations

Revenue from operations (net of excise) of your Company has increased to Rs. 318.50 crores as against Rs. 246.75 crores in the previous year, registering a growth of 29.07%.

The profit after tax of your Company registered a growth of 120.14% . During the year under review, the Company was able to improve its profit after tax margin from 2.1% to 3.78% of sales. The growth in profit is due to the management's continuous focus on improving the overall efficiencies of each operation of the Company. The initiatives taken have resulted in improving the operating margins. Due to continued focus on optimizing the capital expenditure, the results are showing an improvement trend due to increase in utilization of assets.

During the year under review, the Company successfully commenced commercial production at the new plant established in Pathredi region in Rajasthan. The Company will be able to provide cost effective products to its customers in Bhiwadi (Rajasthan), Neemrana (Rajasthan) and Manesar (Haryana) areas. Your Company continuously engages with the technology partners to offer latest technology to the customers as well as improving the skills and knowledge of its employees.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1 per equity share of Rs. 10/- each for the financial year ended 31st March, 2015. The payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. The total outgo on account of equity dividend amounts to Rs. 1.68 crores including dividend distribution tax of Rs. 0.28 crores.

Transfer to Reserves

Your Company has transferred Rs. 1.20 crores to the General Reserve from the accumulated profits.

Deposits

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

Technical Collaboration

The Company has technical collaborations with Tokai Kogyo Co. Limited, Japan and Nissen Chemitec Corporation, Japan and is receiving the requisite support, as per the needs of the business.

Tokai Kogyo Co. Limited, Japan and Nissen Chemitec Corporation, Japan, extend their continuous support in terms of new product development, innovations, latest technology, etc. as per the needs of your Company.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed herewith as "Annexure- A" to this Report.

Number of Board Meetings

The Board met four times during the financial year, the details of which are given in the Corporate Governance Report.

Directors and Key Managerial Personnel

During the financial year 2014-15, Mr. Ashok Kumar Jain was appointed as Additional / Independent Director of your Company with effect from 27th May, 2014. Subsequently, he was appointed as an Independent Director by the shareholders at the 19th Annual General Meeting of the Company held on 27th September, 2014, on non-rotational basis to hold office up to 5 (five) consecutive years till 26th May, 2019.

Mr. Bhuwan Kumar Chaturvedi, was appointed as Additional / Independent Director with effect from 26th December, 2013. Subsequently, he was appointed as an Independent Director by the shareholders of the Company at the Annual General Meeting held on 27th September, 2014, on non-rotational basis to hold office up to 5 (five) consecutive years till 25th December, 2018.

Ms. Vinay Kumari Jain, was appointed as Additional / Non-Executive Director of your Company with effect from 26th December, 2013. Subsequently, she was appointed as a Non-Executive Director by the shareholders of the Company at 19th Annual General Meeting held on 27th September, 2014 on rotational basis.

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Pravin Kumar Gupta was appointed as Independent Director on the Board of your Company at the 19th Annual General Meeting held on 27th September, 2014 on non-rotational basis to hold office up to 5 (five) consecutive years till 31st March, 2019.

Mr. Abhishek Jain retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Ajay Kumar Jain, Chairman & Managing Director, with effect from 1st November, 2015 and Mr. Abhishek Jain, Whole Time Director (who is liable to retire by rotation), with effect from 3rd June, 2015 are to be re-appointed at the ensuing Annual General Meeting for the tenure of three years.

Directors' Responsibility Statement

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

i. that in the preparation of annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015;

iii. that the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts for the financial year ended 31st March, 2015 have been prepared on a 'going concern basis';

v. that the internal financial controls are adequate and are operating effectively; and

vi. that proper systems to ensure compliance with the provisions of all applicable laws are adequate and operating effectively.

Evaluation of the Board's performance / effectiveness

In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors have evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended 31st March, 2015. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution. The Board subsequently evaluated its own performance, the working of all Board Committees and Independent Directors (without participation of the relevant Director).

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting, without the participation of the Non-Independent Directors and Management, considered / evaluated the Boards' performance, performance of the Chairman and other Non-Independent Directors.

Nomination and Remuneration Policy

In accordance with the Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules thereunder and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy on the recommendation of the Nomination and Remuneration Committee of the Company.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. Ensuring appropriate induction & training program: The Committee shall ensure that there is an appropriate induction & training program in place for new Directors, KMPs and members of Senior Management and review its effectiveness;

2. Formulate the criteria for appointment as a Director: The Committee shall formulate criteria and review them on an ongoing basis for determining qualifications, skills, experience, expertise, qualities, positive attributes required to be a Director of the Company.

3. Identify persons who are qualified to be Directors / Independent Directors / KMPs / SMPs: The Committee shall identify persons, who are qualified to become Directors / Independent Directors / KMPs / SMPs and who satisfy the criteria laid down under the provisions of the Companies Act, 2013, rules made thereunder, Listing Agreement or any other enactment, for the time being in force.

4. Nominate candidates for Directorships subject to the approval of Board: The Committee shall recommend to the Board the appointment of potential candidates as Non-Executive Director or Independent Director or Executive Director, as the case may be.

5. Evaluate the performance of the Board: The Committee shall determine a process for evaluating the performance of every Director, Committees of the Board and the Board, on an annual basis.

6. Remuneration of Managing Director / Directors: The Committee shall ensure that the tenure of Executive Directors and their compensation packages are in accordance with applicable laws, in line with the Company's objectives, shareholders' interests and comparable with industry standards.

7. Review performance and compensation of Non-Executive Independent Directors: The Committee shall review the performance of the Non-Executive Independent Directors of the Company. The Committee shall ensure that the Non-Executive Independent Director(s) may receive remuneration by way of sitting fees for attending the meetings of Board or Committee(s), thereof provided that the amount of such fees shall be subject to ceiling / limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment, for the time being in force.

8. Review performance and compensation of KMPs / SMPs etc.: The Committee shall ensure that the remuneration to be paid to KMPs / SMPs shall be based on the experience, qualifications and expertise of the personnel and governed by the limits, if any, prescribed under the Companies Act, 2013 and rules made thereunder or any other enactment, for the time being in force.

9. Directors' and Officers' Insurance: The Committee shall ensure that where any insurance is taken by the Company on behalf of its Directors, KMPs / SMPs either for indemnifying them against any liability or any other matter as may be deemed fit, the premium paid on such insurance, shall not be treated as part of the remuneration payable, to any such personnel.

Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-B" to this Report.

Names of companies which have ceased / become subsidiaries / joint ventures / associate companies during the year

i) Associate Companies

During the financial year 2014-15, PPAP Automotive Chennai Private Limited and PPAP Automotive Technology Private Limited became wholly owned subsidiaries of your Company and cease to be the subsidiaries by 31st March, 2015. Both the above mentioned companies ceased to be the subsidiaries of your Company during the year. Currently, your Company holds 40% stake in the equity share capital in both of the mentioned companies.

ii) Joint Venture

PPAP Tokai India Rubber Private Limited (JV) is a joint venture between your Company and Tokai Kogyo Co. Ltd., Japan. The JV company utilizes the Rubber (Metal and Non-Metal) and thermoplastic vulcanized (TPV) extrusion technology for manufacturing Automotive sealing systems. Your Company has invested Rs. 13 crores in JV Company during the financial year 2014-15.

The JV company's esteemed customers includes Maruti Suzuki India Limited, Honda Cars India Limited and Toyota Kirloskar Motor Private Limited. JV company also exports to TOACS (Thailand) Co. Limited.

Corporate Governance

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on corporate governance practices is annexed herewith as "Annexure-C", followed by the Company, together with a certificate from the Practising Company Secretary confirming compliance, forms an integral part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report forms an integral part of this Report is annexed herewith as "Annexure-D" and gives details of the overall industry structure, developments, performance and state of affairs of the Company's business, internal controls and their adequacy.

Material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2015 and 26th May, 2015 (date of the Report)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31st March, 2015) and the date of the Report (26th May, 2015).

Particulars of loans, guarantees or investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A) Details of investments made by the Company as on 31st March, 2015 Investment in Equity Shares

B) There are no loans given and guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

Related Party Transactions

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (specification of definitions details) Rules, 2014, which were in the ordinary course of business and are on arms' length basis and in accordance with the provisions of the Companies Act, 2013, rules issued thereunder and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement. All Related Party Transactions are placed before the Audit Committee for approval.

The details of the related party transactions as required under Accounting Standard-18 are set out in note no. 31B to the financial statements forming part of this report.

The Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure- E" to this Report.

Auditors

Statutory Auditors

The Members at the 19th Annual General Meeting of the Company held on 27th September, 2014 have approved the appointment of M/s. O.P. Bagla & Co. (Firm Registration No. 000018N), Chartered Accountants, New Delhi, as statutory auditors for a period of four years commencing from the nineteenth Annual General Meeting till the conclusion of the twenty third Annual General Meeting, subject to ratification by the Members of the Company at every Annual General Meeting.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the statutory auditors shall be placed for ratification by the shareholders at every Annual General Meeting. Accordingly, the appointment of M/s. O. P. Bagla & Co., Chartered Accountants, New Delhi, as statutory auditors of the Company, will be placed for ratification by the shareholders at the ensuing Annual General Meeting. In this regard, the Company has received a certificate from the statutory auditors to the effect that if their appointment is ratified by the members of the Company, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors' Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. VLA & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditors is annexed herewith as "Annexure-F" to this Report.

The Secretarial Auditors' Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks.

Cost Auditors

The Board had appointed M/s. Chittora & Co., Cost Accountants for the financial year 2014-15 to carry out the cost audit of Company's records. However, pursuant to a clarification provided by the Ministry of Corporate Affairs, the cost audit for the financial year 2014-15 was not applicable to the Company and hence for the financial year 2014-15, cost audit was not conducted.

As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has appointed M/s. Chittora & Co., Cost Accountants, as the Cost Auditors for the financial year 2015-16 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 125,000 (Rupees one lakh twenty five thousand only) excluding taxes and out of pocket expenses, if any.

Your Company has received consent from M/s. Chittora & Co., Cost Accountants, to act as the Cost Auditors of your Company for the financial year 2015-16 along with a certificate confirming their independence.

Corporate Social Responsibility

The Board of Directors at its meeting held on 13th November, 2014 approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. The CSR Policy outlines the CSR vision of your Company which is based on embedded tenets of trust, fairness and care.

The initiatives undertaken by your Company during the financial year 2014-15 in CSR have been detailed in this Annual Report. The CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as "Annexure-G" to this Report.

Risk Management Policy

Risk is an integral part of the business and Company is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

During the financial year 2014-15, the Board of Directors of your Company has approved the Risk Management Policy.

The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report attached as "Annexure-D" to this Report.

Details of Significant and Material Orders passed by the Regulators

During the financial year 2014-15, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Details on Internal Financial Controls related to Financial Statements

Your Company has put in place adequate internal financial controls with reference to the financial statements.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These policies are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

Your Company, in preparing its financial statements makes judgements and estimates. The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

Your Company has laid down Code of Conduct applicable to all its employees along with a Whistle Blower Policy. Any non-compliance noticed, is to be reported and action taken in line with the Whistle Blower Policy.

Vigil Mechanism / Whistle Blower Policy

Your Company has adopted a Whistle Blower Policy pursuant to which employees of the Company can raise their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company or society, as a whole. The details of complaints received and the action taken are reviewed by the Chairman of the Company or Chairman of the Audit Committee, in exceptional circumstances.

The functioning of the Whistle Blower Mechanism is reviewed by the Audit Committee from time to time.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-H".

Appreciation

Your Directors place on record their sincere appreciation to all employees of the Company for their hard work, unstinted commitment and continued value addition to the Company.

Your Directors wish to express their appreciation for the continued and the valuable cooperation received from the technical collaborators viz. Tokai Kogyo Co. Limited, Japan and Nissen Chemitec Corporation, Japan.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors

Ajay Kumar Jain Abhishek Jain

Place : Noida Chairman & Managing Director Whole Time Director

Date : 26th May, 2015 DIN: 00148839 DIN: 00137651

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their Nineteenth Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

We are delighted to present the highlights of the Financial Results of your Company for the year ended March 31, 2014.

Rs. in lakhs

Particulars For the year ended

31-Mar-14 31-Mar-13

Total Revenue 25,525.02 21,959.12

Earnings before Interest, Tax, Depreciation and amortization expense 3,627.01 1,974.61

Less: Interest 304.04 114.18

Depreciation & Amortization 1,974.76 1,811.13

Profit/(Loss) before exceptional and extra-ordinary items and Tax 1,348.21 49.30

Add: Exceptional items - 8.66

Profit/ (Loss) before Extraordinary items and tax (PBT) 1,348.21 57.96

Less: Extraordinary items 546.06 -

Profit/ (Loss) before tax (PBT) 802.15 57.96 Add/ (Less): Tax Expenses

Current Tax (331.39) 7.28

Deferred Tax 75.11 88.75

Profit/(Loss) for the period 545.87 153.99

Add : Profit brought forward from previous year 8,982.63 8,828.64

Balance available for appropriation 9,528.50 8,982.63

BUSINESS OPERATIONS

The Total Sales (net of excise) of your Company for FY 2013-14 stood at Rs. 24,675.69 lakhs as against Rs. 21,542.83 lakhs in the previous year showing an increase of 14.54%.

Profit after tax increased by 254.48% from Rs. 153.99 lakhs in 2012-13 to Rs. 545.87 in FY 2013-14.

During the year under review, the management has taken several measures to improve the operational efficiency and to reduce the costs.

Your Company is in the expansion mode and has started the commercial production at its new manufacturing facility at Pathredi (Rajasathan) in the month of May 2014. The Company has also increased the production volume at its existing manufacturing facility at Chennai.

The Company has during the year under review, introduced new technologies viz. SUS type Extrusion (Bright Stainless Steel type), Slide Rail (exclusive Extrusion process) and Rotary Stretch Bending, to meet the demands of its customers for the passenger car segments.The Company, continuously focuses on acquiring the latest technologies.It has received further orders for Injection Molding parts for latest models of Maruti Suzuki India Limited, the production of which shall start in FY 2015-16 from the Pathredi plant.

The Company through its Joint Venture, utilises the Rubber (Metal and Non-Metal) and TPO (Glass Run Channel) Extrusion technology for making the Automotive Sealing Extruded Parts. Now, the Company has all the technologies to cater the complete demand of our customer for the Sealing System parts.

TRANSFER OF "WHITE GOODS BUSINESS DIVISION" AND "MAINLINE POWER DISTRIBUTION SYSTEM BUSINESS DIVISION"

During the Financial Year 2013-14, the Company has transferred its White Goods Business Division" and "Mainline Power Distribution System Business Division" as a going concern on slump sale basis to its related entities, ''Ajay Poly Private Limited'' and ''Seiki Auto India Private Limited'' respectively.

CHANGE OF REGISTERED OFFICE

The Registered Office of your Company has been shifted from ''4561, Deputy Ganj, Sadar Bazar, Delhi - 110006'' to ''54 Okhla Industrial Estate, Phase III, New Delhi-110020''with effect from May 8, 2013.

CHANGE OF CORPORATE OFFICE

The Corporate Office of your Company has been shifted from Company from ''B-II/29, Mohan Co-operatives Industrial Estate Badarpur, New Delhi to ''B-206A, Sector - 81, Phase - II, Noida - 201305'' with effect from May 8, 2013.

CHANGE OF NAME OF THE COMPANY

The name of the Company has been changed from ''Precision Pipes and Profiles Company Limited'' to ''PPAP Automotive Limited'' with effect from May 16, 2014, subsequent to the Members approval vide Special Resolution passed through Postal Ballot on April 3, 2014 and consequently upon receipt of approval from Ministry of Corporate Affairs.

SUBSIDIARIES

The Company has no subsidiary as on March 31, 2014.

TECHNICAL COLLABORATION

The Technical Collaboration with Tokai Kogyo Co. Limited, Japan and Nissen Chemitec Corporation, Japan, continues to be active and the Company is receiving the requisite support, whenever required.

JOINT VENTURE COMPANY

The Joint Venture Company, PPAP Tokai India Rubber Private Limited, has started its operations in the Financial Year 2013-14 and started supplying automotive parts to Maruti Suzuki India Limited and Honda Cars India Limited to meet the demand for the passenger cars. The JV Company also exports to Thailand.

DIVIDEND

With a view to conserve the resources for future business requirements and expansion plans, your Directors are of view that the current year''s profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any Fixed Deposits from the Public pursuant to the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Mr. Ajay Kumar Jain and Mr. Abhishek Jain, in the past, were non-retiring Directors. However, in terms of the provisions of the Companies Act, 2013, the Board in its meeting held on August 14, 2014 categorized them as Directors liable to retire by rotation. Thus,Mr. Ajay Kumar Jain retires from the Board by rotation this year and being eligible, offers himself for re-appointment.

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. Accordingly,Mr. Pravin Kumar Gupta, who was earlier appointed by the Members as an Independent Director of the Company liable to retire by rotation, is proposed to be reappointed at the ensuing Annual General Meeting as an Independent Director not liable to retire by rotation for a period upto March 31, 2019. Your Board recommends the said appointment.

The Board of Directors of the Company co-opted Mr. Bhuwan Kumar Chaturvedi and Mr. Ashok Kumar Jain, as Additional Directors of the Company with effect from December 26, 2013 and May 27, 2014 respectively, in the category of Non-Executive Independent Directors and Ms. Vinay Kumari Jain, in the category of Non-Executive Director with effect from December 26, 2013, pursuant to Section 149, 161 of the Companies Act, 2013 read with the Articles of Association of the Company.

Mr. Bhuwan Kumar Chaturvedi, Ms. Vinay Kumari Jain and Mr. Ashok Kumar Jain, hold the office of Director, as Additional Directors, until the date of the ensuing Annual General Meeting of the Company and are eligible for appointment as the Directors. Keeping in view their experience and expertise, the Board considers it desirable that the Company should continue to avail the services of Mr. Bhuwan Kumar Chaturvedi, Ms. Vinay Kumari Jain and Mr. Ashok Kumar Jain, as their presence as Director on the Board would be of immense benefit to the Company. The Resolutions proposing their appointment will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Sharat Chand Jain, Mr. Rajeev Jain, Mr. Anuj Jain have resigned from the Directorship of the Company with effect from April 29, 2013, Mr. Ashok Kumar Aggarwal with effect from November 20, 2013, Mr. Devendra Chandra Jain, with effect from December 30, 2013 and Mr. Manmohan Singh Kapur with effect from February 13, 2014. The Board of Directors placed on record their appreciation for the valuable services and guidance provided by them, during their tenure as Directors of the Company.

Brief resume/details of the Directors, who are to be appointed or re-appointed as mentioned herein above have been furnished in the Corporate Governance Report, forming part of the Annual Report. The Board recommends their appointment or re- appointment at the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

The Companies Act, 2013 notified Section 135 of the Act concerning Corporate Social Responsibility alongwith the Rules made thereunder and revised Schedule VII to the Act on 27 February 2014 to come into effect from 1 April 2014.

The Company being covered under the provisions of the said section, has taken necessary initial steps in this regard. A Committee of the Directors, titled ''Corporate Social Responsibility Committee'', has been formed by the Board in its meeting held on 27 May 2014, consisting of the following Directors:

1. Mr. Ashok Kumar Jain, Chairman

2. Ms. Vinay Kumari Jain

3. Mr. Abhishek Jain

The said section being enacted with effect from 1 April 2014, necessary details as prescribed under the said section shall be presented to the members in the Annual Report for the year 2014-15.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i. that in the preparation of Annual Accounts for the Financial Year ended March 31, 2014, the applicable Accounting Stan- dards have been followed;

ii. that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the Financial Year ended March 31, 2014;

iii. that the proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with

the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Annual Accounts for the Financial Year ended March 31, 2014 have been prepared on a going concern basis. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis is appended as Annexure to this report as per the requirements of Listing Agreement with Stock Exchanges.

CORPORATE GOVERNANCE

The Company has been making every effort to improve governance and transparency in the conduct of the business. Your Company is committed to good Corporate Governance coupled with good corporate practices.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance is annexed as a separate section and forms part of this Annual Report.

AUDITORS

M/s. O.P. Bagla & Co. (Firm Registration No. 000018N), Chartered Accountants, the statutory auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible to hold office for a period of four years, upto 2018, pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, subject to the approval of the Members and thereafter, ratification by the Members annually.

The members are requested to appoint M/s. O.P. Bagla & Co. (Firm Registration No. 000018N), Chartered Accountants, as auditors for four years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 23rd Annual General Meeting, in 2018.

The Notes on the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

LISTING

The shares of the Company are presently listed on National Stock Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited ("BSE").

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO Energy Conservation

The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Technology Absorption and Research & Development

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development as per Form B are given in Annexure ''A'' annexed herewith, which forms a part of this Directors'' Report.

PARTICULARS OF EMPLOYEES

None of the employee of the Company is in receipt of the salary exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month as specified by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Rules, 2011.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all the Company''s employees for their enormous efforts, as well as, their collective contribution to the Company''s performance.

Your Directors acknowledge with gratitude the co-operation and continuous support extended by the technical collaborators viz. Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation, Japan.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers and all other business associates for the continuous support given by them to the Company and their confidence reposed in the management.

For and on behalf of the Board of Directors

Place : Noida Ajay Kumar Jain Abhishek Jain Date : 14.08.2014 Chairman & Managing Director Whole Time Director

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Mar 31, 2013

Dear Members,

Precision Pipes and Profiles Company Limited

The Directors are pleased to present their Eighteenth Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2013.

Financial Highlights

We are delighted to present the highlights of Financial Results of your Company for the year ended 31st March, 2013.

Rs. In lakhs

Particulars For the year ended

31-Mar-13 31-Mar-12

Revenue from operations 21,959.12 18,740.81

Profit Before Depreciation and amortization expense 1,860.43 3,285.70

Less: Depreciation & Amortization 1,811.13 1,807.82

Profit/(Loss) before exceptional and extra-ordinary items and Tax 49.30 1,477.88

Exceptional items 8.66 66.91

Profit/ (Loss) before tax (PBT) 57.96 1,544.79

Les: Tax Expenses

Current Tax (7.28) 536.13

Deferred Tax (88.75) (279.98)

Profit/(Loss) for the period 153.99 1,288.64

Add : Profit brought forward from previous year 8,828.64 7,540.00

Profits carried forward to the following year 8,982.63 8,828.64

Business Operations

PPAP is the principal manufacturer of automotive Body Sealing, Exterior & Interior parts. PPAP is also engaged in the business of manufacturing of profiles for White Goods Industry and Mainline Power Distribution System.

The Company''s esteemed customers include Maruti Suzuki India Limited, Honda Cars India Limited, General Motors (India) Limited, Toyota Kirloskar Motors, Renault Nissan Automotive India Private Limited, Tata Motors Limited, Ford India Private Limited, Mahindra and Mahindra Limited and International Cars and Motors Limited along with their Tier 1 suppliers. Your company has a technical collaboration with Tokai Kogyo Co. Ltd, Japan and Nissen Chemitec Corporation, Japan to develop automotive products. In the White Goods Industry, your Company develops customized profiles for Godrej, Voltas, Videocon and Carrier Refrigerators.

Your Company has achieved Total Sales (net of excise) of Rs. 21542.83 lakhs in the Financial Year ended March 31, 2013 as against Rs. 18464.34 lakhs in the previous year. Profit after tax for 2012-13 is Rs. 153.99 lakhs as compared to Rs. 1288.64 lakhs in 2011-12.

Market Scenario

Thetotal car sales for the Indian Automotive Industry stood at 26,86,429 units in FY 2012-13 compared to 26,18,072 units FY 2011-12 [source: The Society of Indian Automobile Manufacturers (SIAM)].

In the last fiscal, the strike at Manesar plant of Maruti Suzuki India Ltd. (MSIL) and labour unrest at Argentum, Greater Noida of PAN India Motors Limited, resulted in reduction of customer orders.

In September 2012, car sales faced the second largest downslide at 5.36 percent after the 22.39 percent dip witnessed in FY 2001-02 [source: SIAM].The car industry is experiencing sluggish sales due to high interest rates, inflation, rising fuel prices and volatility in exchange rates.

Passenger car sales in India are forecast to grow at a rate of 3-5 per cent in the ongoing fiscal on expectations of an improvement in overall macro-economic conditions, despite witnessing a fall of 6.69 per cent during FY 2012-13. [source: SIAM]

Dividend

Your Company is focusing on enhancing its product portfolio and therefore your Company has decided to plough back the profits to realize the expansion plans in order to cater to the new business. Therefore, your company has not recommended any dividend for the Financial Year ended March 31, 2013.

Transfer to Reserves

Your Company has not made any transfer to the Reserves during the Financial Year 2012-13.

Transfer of ''White Goods Business Division'' and ''Mainline Power Distribution System Business Division''

Subsequent to the year end, the Shareholders of the Company by way of Postal Ballot have given their approval under Section 293(1)(a) of the Companies Act, 1956 for transfer of the Company''s ''White Goods Business Division'' and ''Mainline Power Distribution System Business Division'' as a going concern on slump sale basis, effective on such date as the Board deems fit for the Company, to ''Ajay Poly Private Limited'' and ''Seiki Auto India Private Limited'' respectively.

Fixed Deposits

During the year under review, your Company has not invited or accepted any Fixed Deposits from the Public pursuant to the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Change of Registered Office

The Registered Office of your Company has been shifted from ''4561, Deputy Ganj, Sadar Bazar, Delhi - 110006'' to ''54 Okhla Industrial Estate, Phase III, New Delhi-110020'' with effect from May 8, 2013.

Changeof CorporateOffice

The Corporate Office of your Company has been shifted from ''B-II/29, Mohan Co-operatives Industrial Estate Badarpur, New Delhi to ''B-206A, Sector - 81, Phase-II, Noida - 201305'' with effect from May 8, 2013.

Joint Venture

In line with the focus of your company to continuously develop new products, your company has entered into an equal partnership with Tokai Kogyo Co. Ltd. The name of the new company is "PPAP Tokai India Rubber Private Limited". It is 50:50 JV company with your company''s technical collaborators "Tokai Kogyo Co. Ltd., Japan", with whom your company has a relationship for more than 25 years. The Company will manufacture Rubber Extrusion Products and TPO Glass Run Channel.

Directors

In terms of the provisions of the Companies Act, 1956 & the Articles of Association of the Company, Mr. Devendra Chandra Jain, Director of the Company shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

Mr. Pravin Kumar Gupta was appointed as an Additional Director of the Company with effect from May 8, 2013. In accordance with the provisions of the Companies Act, 1956, Mr. Pravin Kumar Gupta, in his capacity as an Additional Director holds office up to the date of the forthcoming Annual General Meeting. The Company has received notice from a member of the Company under section 257 of the Companies Act, 1956, proposing the candidature of Mr. Pravin Kumar Gupta for the Directorship.

Mr. Ajay Kumar Jain, Managing Director of the Company was reappointed for a further period of three years with effect from November 1, 2012. The Board of Directors on the recommendation of the Remuneration Committee approved reappointment of Mr. Ajay Kumar Jain, as the Managing Director of the Company for a further period of three years commencing from November 1, 2012 subject to the approval of shareholders and such other approval as may be required.

Mr.Surender Kumar Tuteja, Mr. Brij Behari Tandon, Mr.Vinod Vaish and Mr. Kaushal Kumar Mathur, Directors of the Company resigned from the Board with effect from June 11, 2012, June 12, 2012, June 13, 2012 and June 26, 2012 respectively. The Board of Directors placed on record their appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company.

Brief resume/details of the Directors, who are to be appointed or re-appointed as mentioned herein above has been furnished alongwith the Notice of the ensuing Annual General Meeting. The Board recommends their appointment or re-appointment at the ensuing Annual General Meeting.

Directors'' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i. that in preparation of Annual Accounts for the financial year ended March 31, 2013, the applicable Accounting Standards have been followed;

ii. that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the financial year ended March 31, 2013;

iii. that the proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. that the Annual Accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

Management Discussion and Analysis Report

In terms of requirement of Clause 49 of the Listing Agreement with Stock Exchanges,''Management Discussion and Analysis Report''is annexed and forms part of this Annual Report.

Corporate Governance

Your Company is committed to benchmarking itself with global standards for providing good Corporate Governance. The endeavor of the Company is not only to comply with the regulatory requirements but also practice good Corporate Governance that lays strong emphasis on integrity, transparency and overall accountability.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is annexed as a separate section and forms part of this Annual Report.

Auditors

The term of M/s DharamTaneja Associates, Chartered Accountants, New Delhi, as Statutory Auditors of the Company, expires at the conclusion of the forthcoming Annual General Meeting of the Company. M/s. DharamTaneja Associates have expressed their unwillingness for reappointment as Statutory Auditors. The Board hereby record appreciation for the services rendered by them during their tenure. The Board on the recommendation of the Audit Committee has considered the appointment of M/s O. P. Bagla & Co., Chartered Accountants, New Delhi as a Statutory Auditors at the ensuing Annual General Meeting. The Board recommends the appointment M/s O. P. Bagla & Co. Chartered Accountants, New Delhi who have given their consent and a certificate to the effect that their appointment, if made, will be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

Auditors'' Report

The observations of Auditors in their Report, read with the relevant notes to the accounts are self explanatory and therefore do not require further explanation.

Cost Auditors

The Board has appointed M/s Chittora& Co., Cost Accountants, as Cost Auditor of the Company under Section 233B of the Companies Act, 1956 for the Financial Year 2013-14 for conducting the audit of the Cost Records of the Company.

Listing

The shares of the Company are presently listed on National Stock Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited ("BSE").

Energy Conservation, Technology Absorption and Research & Development and Foreign Exchange Earnings and Outgo

Energy Conservation

The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Technology Absorption and Research & Development

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development as per Form B are given in Annexure ''A'' annexed herewith, which forms a part of this Directors'' Report.

Foreign Exchange Earnings and Outgo

Rs. in lakhs

Particulars For the year ended

31-Mar-13 31-Mar-12

Foreign Exchange Earning

(a) Export 70.32 218.32

Foreign Exchange Outgo

(a) Payment to Collaborators 1,150.14 200.83

(b) Directors/ Employees Visit abroad 55.13 37.32

(c) Raw Materials & Consumable Stores 7,803.11 5,878.12

(d) Machinery, Dies and Moulds 1,555.57 1,318.16

(e) Dividend - 4.50

(f) Interest on ECB 1.53 7.86

Environment

The Company is not involved in any type of operations hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollution. The Company adheres to the provisions of environmental laws.

Particulars of Employees

None of the employee of the Company is in receipt of the salary exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month as specified by Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 as amended by Companies ( Particulars of Employees ) Rules, 2011.

Acknowledgement

Your Directors wish to convey their appreciation to all the company''s employees for their enormous efforts as well as their collective contribution to the company''s performance.

Your Directors acknowledge with gratitude the co-operation and continuous support extended by the technical collaborators viz. Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation, Japan.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers and all other business associates for the continuous support given by them to the Company and their confidence reposed in the management.

For and on behalf of the Board of Directors

Place : Noida

Date : July 6, 2013 Ajay Kumar Jain Abhishek Jain

Managing Director Whole Time Director

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Mar 31, 2012

The Directors are pleased to present the Seventeenth Annual Report alongwith the Audited Accounts on the business and operations of the Company for the financial year ended March 31,2012.

FINANCIAL HIGHLIGHTS

The Company performance during the year is summarized below:

Rs. in Lakhs

PARTICULARS Yearended Yearended March 31,2012 March31,2011

REVENUE FROM OPERATIONS 18740.81 20704.87

EXPENSES 17262.93 16998.61

Profit/Loss before exceptional and extra-ordinary items and Tax 1477.88 3706.26

Exceptional items 66.91 0

Profit Before Tax 1544.79 3706.27

Less Tax expenses

(1) Current Tax 536.13 1149.67

(2) Deferred Tax (279.98) (160.07)

Profit Forthe Period 1288.64 2716.67

Add :Profitbroughtforward fromprevious year 7540.00 5749.64

Profits carried forward to the following year 8828.65 8466.31

DIVIDEND AND TRANSFERTO RESERVES

Keeping in view the aggressive growth strategy of the Company, the Board of Directors of your Company have decided to plough back the profits and thus not recommended any dividend for the financial year under review. During the said year, no amount has been transferred to General Reserve.

BUSINESS OPERATIONS

Your Company is engaged in the business of manufacturing automobile sealing systems & exterior products, profiles for white goods industry and mainline power distribution system. The product range includes weather strips, trim door opening, windshield molding, roof molding, quarter window seal, A-pillar garnish, B-pillar garnish, skirt air damper, body side molding etc. Additionally, the Company manufactures PVC based customized profiles for white goods and other industries and power distribution system for various uses.

Client list of the Company includes Maruti Suzuki India Limited, Honda SIEL Cars India Limited, General Motors India Limited, Toyota Kirloskar Motors India Limited, Nissan Motors India (P) Limited and Tata Motors Limited. Your Company has a technical collaboration with Tokai Kogyo Co. Ltd (TKCL), Japan and Nissen Chemitec Corporation, Japan to manufacture automobile products. In the white goods industry, your company manufacture and supply customized profiles to Godrej, Voltas, Videocon and Carrier Refrigerators.

Your Company has achieved Total Sales (net of excise) of Rs. 184.64 crores in the Financial Year ended 31st March, 2012 as against Rs.203.78 crores in the previous year. Profit after tax for 2011 -12 is Rs. 1288.64 lacs as compared to Rs. 2716.67 Lacs in 2010-11.

Highlights of performance are discussed in detail in the Management Discussion and Analysis Report attached to this Report.

MARKET SCENARIO

Passenger Car sales in the Indian market during 2011 -12 had their slowest growth in two years, of only 2.2 per cent. India's total car sales stood at 20,16,115 units in 2011-12 compared to 19,72,845 units in the previous fiscal year 2010-11. The car industry suffered due to high interest rates, inflation and rising fuel prices in the last fiscal, while strike at the Manesar plant of Maruti Suzuki India Ltd. (MSIL) also

droppedsupplies, thus, affecting overall sales.

The Strike at MSIL's Manesar plant resulted in Production loss of around 80,000 vehicals; followed by Honda plant shut down for almost 5 months due to Tsunami in Japan & Thai floods.

In spite of slowest growth in the past two years, India managed its position as the fifth largest car producing nation in the world.

The Indian Automotive Industry has to face many challenges so as to increase its Sales growth in double digits in the FY 2012-13. The Country has to maintain Stable Economic environment, bring down high Interest rates, Inflation, Rising Fuel prices, etc.

The Society of Indian Automobile Manufacturers (SIAM) projected passenger car sales growth at 10-12 per cent in 2012-13, on better macro economic prospects. The Industry is all set for the upcoming new models/ facelifts from the major Car makers like Maruti Suzuki, Honda, GMI, Renault Nissan, Mahindra & Mahindra, etc.

MATERIAL CHANGES

There is no material change affecting the affairs of the Company, which has happened between the date of the Balance Sheet and up to the date of this report.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any Fixed Deposits from the Public pursuant to the provisions of Section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s. DharamTaneja Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the reappointment of M/s. DharamTaneja Associates, Chartered Accountants as Statutory Auditors of the Company.

The Audit Committee and your Board recommended their reappointment as Statutory Auditors of the Company.

AUDITORS' REPORT

There are no adverse remarks in the Auditors' Report which need to be discussed.

AUDIT COMMITTEE

During the Financial year under review the Audit Committee consists of six members namely Mr.Kaushal Kumar Mathur, Mr.Brij Behari Tandon, Mr. Ashok Agarwal, Mr. Surender Kumar Tuteja, Mr. S. C Jain and Mr. Ajay Kumar Jain out of which four are independent and two are executive directors. Mr. Kaushal Kumar Mathur is the Chairman of the Audit Committee.

Mr. Kaushal Kumar Mathur, Mr. Surendra Kumar Tuteja, Mr. Brij Bihari Tandon and Mr. Sharat Chand Jain were ceased to be member of Audit Committee w.e.f 26.06.12,11.06.12,12.06.12 and 3.09.2012 respectively.

The Audit Committee has been reconstituted with effect from 3rd September, 2012 with Mr. M.S. Kapur, Mr. Ajay Kumar Jain as members and Mr.Ashok Kumar Agarwal as Chairman of the Committee.

All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

DIRECTORS

Mr. Ashok Kumar Agarwal and Mr. Man Mohan Singh Kapur, Directors of the Company shall be retiring by rotation in accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 read with Articles of Association of your Company, and being eligible, offer themselves for re-appointment as the Directors of the Company.

Mr. S.K. Tuteja, Independent Director, Mr. B.B.Tandon, Independent Director, Mr. Vinod Vaish, Independent Director and Mr. K.K Mathur, Independent Directorwere ceased to be directors on the Board ofthe Company w.e.f.11.06.12,12.06.12,13.06.12 & 26.06.12 respectively. The Board placed on record its apperception forthe valuable services rendered by them during theirtenure as director of the Company None ofthe Director of the Company is disqualified as per provision of Section 274(1) (g) ofthe Companies Act, 1956.

Brief resume of the Directors proposed to be re-appointed and other details as stipulated under Clause 49 of the Listing Agreement are

provided in the Notice for convening the Annual General Meeting.

DIRECTORS'RESPONSIBILITY STATEMENT

In Compliance of Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the Directors of your Company subject to notes appended to accounts and Auditors' Report confirm that:

(1) In preparation of Annual Accounts for the financial year ended 31st March, 2012, the applicable Accounting Standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(2) Such accounting policies have been selected and applied consistently and made judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31 st March, 2012 and of the Profit of the Company for the said year;

(3) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(4) The Annual Accounts for the year ended 31st March, 2012 have been prepared on a Going Concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges, is attached to this Report.

CORPORATE GOVERNANCE

Precision Pipes And Profiles Company Limited has been proactive in following the principles and practices of good Corporate Governance. The Company to its best endeavor complies with all the aspects in letter and spirit of Corporate Governance Practices.

Pursuant to Clause 49 of the Listing Agreement of the Stock Exchanges, the report on Corporate Governance and Management Discussion

& Analysis Report have been included in this Annual Report as a separate section and forms part of the Directors Report along with the Auditors'Certificate.

INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the management appreciates the employees of all cadres fortheirdedicated services to the Company.

LISTING OF THE COMPANY

The Equity Shares of the company are listed and are traded on the following stock Exchanges:-

National Stock Exchange of India Limited ("NSE")

Exchange Plaza, Bandra Kurla Complex,

Bandra (east), Mumbai- 400051.

Code: - 532934/PPAP

Bombay Stock Exchange Limited ("BSE")

PhirozeJeejeebhoy towers Dalai Street, Mumbai-400001 Code:-532934

Your Company is regular in paying Listing Fees. The Annual Listing Fee for the Year 2012-13 has been paid within the scheduled time to NSE and BSE.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy Conservation: The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e)

read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Technology Absorption and Research & Development

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development as per Form B are given in Annexure 'A' attached hereto, which forms a part of this Directors' Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange Earnings and Foreign Exchange Outgo during the year are given below:

Particulars Current Year Previous Year 2011-12 2010-11 (Rs. in lacs) (Rs. in lacs)

Foreign Exchange Earning

(a) Export 218.32 565.75

Foreign Exchange Outgo

(a) Paymentto Collaborators 200.83 249.81

(b) Directors/Employees Visit abroad 37.32 32.71

(c) Raw Materials & Consumable Stores 5878.12 5440.91

(d) Machinery, Dies & Moulds 131180 16 409.61

(e) Dividend 4.5 1 1.25

0-(f) Interest on ECB 7.86 13.16 ENVIRONMENT

The Company is not involved in any type of operations hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollution. The Company adheres to the provisions of the Environmental Laws.

PARTICULARS OF EMPLOYEES

None of the employee of the Company is in receipt of the salary exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month as specified by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Rules, 2011.

ACKNOWLEDGEMENT

Your Directors take this opportunity to gratefully acknowledge the co- operation and assistance extended by the valued customers of the Company, M/s Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation, Japan our Technical Collaborators, Government of India and Company's Bankers for their continued support and guidance. The Director also wish to the place on record their sincere appreciation for the dedication and efforts shown by all the employees of the Company and are also thankful to all the investor of the company for their continued patronage and confidence in the Company.

On behalf of the Board of Directors PRECISION PIPES & PROFILES COMPANY LIMITED

Sharat ChandJain Ajay Kumar Jain

(Executive Vice Chairman) (Managing Director)

Place: New Delhi

Dated: 3rd September2012

---

Mar 31, 2011

Dear Shareholders,

The directors are pleased to present the Sixteenth Annual Report along with the Audited Accounts on the business and operations of the Company for the financial year ended 31st March 2011.

Our Financial Highlights:-

The Company's performance during the year is summarized below:-

Rs. In Lakhs

PARTICULARS Year ended Year ended

March 31, 2011 March 31, 2010

Total Income 20760.54 17184.60

Profit before Depreciation, Interest and Taxation (PBDIT) 5422.26 3948.44

Less: Depreciation 1601.29 1417.41

Less: Interest 113.03 369.99

Profit Before Tax 3707.94 2161.04

Less: Income Tax Paid & Provisions Made 991.27 802.63

Profit after Tax 2716.67 1358.41

Add : Profit brought forward from previous year 5749.65 5031.00

Profit available for appropriation 8466.32 6389.41

Less: - Transfer to General Reserve 271.67 150.00

- Dividend 560.00 420.00

Dividend Tax 94.65 69.76

Profits carried forward to the following year 7540.00 5749.65

Dividend

During the year 2010-11, the board of directors declared an interim dividend of Rs. 2/- equity share amounting to Rs.280 lacs on 12th February, 2011 the same has already been paid. In addition, now your Board of Directors recommended a final dividend of Rs. 2/- equity share amounting to Rs. 280 lacs subject to the approval of shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable provisions of the Companies Act, 1956 and Regulations made there under.

Transfer to Reserves

Your Company has transferred a sum Rs. 271.67 Lakhs to the General Reserve being 10% of the current year's profit in compliance with Companies (Transfer of Profits to Reserves) Rules, 1975.

Business Operations:-

Your Company is engaged in the business of manufacturing automobile sealing systems & exterior products, profiles for white goods industry and mainline power distribution system. The product range includes weather strips, trim door opening, windshield molding, roof molding, quarter window seal, A-pillar garnish, B-pillar garnish, skirt air damper, body side molding etc. Additionally the Company manufactures PVC based customized profiles for white goods and other industries and power distribution system for various uses.

Client list of the Company includes Maruti Suzuki India Limited, Honda SIEL Cars India Limited, General Motors India Limited, Toyota Kirloskar Motors India Limited, Nissan Motors India (P) Limited and Tata Motors Limited. Your Company has a technical collaboration with Tokai Kogyo Co. Ltd (TKCL), Japan and Nissen Chemitec Corporation, Japan to manufacture automobile products. In the white goods industry, your company manufacture and supply customized profiles to Godrej, Voltas, Videocon and Carrier Refrigerators.

Your Company has achieved Total Sales (net of excise) of Rs. 201.89 Crores in the Financial Year ended 31st March, 2011 as against Rs.170.48 Crores in the previous year. For the fiscal 2010- 2011 our EBIDTA has increased to Rs. 5422.26 Lacs from Rs.3948.44 Lacs in fiscal 2009.10. Profit after tax for 2010-11 is Rs. 2716.67 lacs as compared to Rs. 1358.41 Lacs in 2009-10.

Highlights of performance are discussed in detail in the Management Discussion and Analysis Report attached to this Report.

Market Scenario

The year 2011 was unique for the Indian auto industry. The production data of the Indian Automobile Industry for April-March 2011 recorded a growth of 27.45 percent over same period last year.

The Indian automobile industry may not be able to maintain the growth rates registered in the last two years. The high base effect of 2010, the firming up of interest rates and crude oil price change may affect the growth rates in future. The Tsunami, earthquake, disasters in Japan has affected the production of many automotive companies as they were unable to get parts from the suppliers affected by the catastrophe.

The challenges, the automobile industry in the Indian market will face are stable economic environment, healthy IIP growth, favorable liquidity and availability of finance. Other things that would affect the Indian automobile industry include road network development activities, strong growth in construction activities and the expected healthy performance of the industrial sector.

The competition in all car segments would be severe with the launch of new models by many Automobile manufacturers like Toyota, Honda, Maruti Suzuki, General Motors, VW, BMW etc.

The commodity prices are rising which will be putting the pressure on margins of the Automobile manufacturers leading to severe pressure on margins of the Auto component industry.

Material Changes

There is no other material change affecting the affairs of the Company, which has happened between the date of the Balance Sheet and up to the date of this report.

Fixed Deposits

The Company has not invited or accepted any Fixed Deposits from Public in terms of provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Auditors

M/s. Dharam Taneja Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the reappointment of M/s. Dharam Taneja Associates, Chartered Accountants as Statutory Auditors of the Company.

The Audit Committee and your Board recommend their reappointment as Statutory Auditors of the Company.

Auditors' Report

There are no adverse remarks in the Auditors' Report which need to be discussed.

Audit Committee

The Audit Committee consists of six members namely Mr. Kaushal Kumar Mathur, Mr. Brij Behari Tandon, Mr. Ashok Agarwal, Mr. Surender Kumar Tuteja, Mr. S. C Jain and Mr. Ajay Kumar Jain out of which four are independent and two are executive directors. Mr. Kaushal Kumar Mathur is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

Directors

Mr. Devendra Chandra Jain, Mr. B.B. Tondon, and Mr. Anuj Jain , Directors of the Company shall be retiring by rotation in accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 read with Articles of Association of your Company, and being eligible, offer themselves for re-appointment as the Directors of the Company.

Brief resume of the Directors proposed to be re-appointed and other details as stipulated under Clause 49 of the Listing Agreement are provided in the Notice for convening the Annual General Meeting.

Directors' Responsibility Statement

In Compliance of Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the Directors of your Company subject to notes appended to accounts and auditors' report confirm that:

(1) In preparation of Annual Accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(2) Such accounting policies have been selected and applied consistently and made such judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2011 and of the Profit of the Company for the said year;

(3) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(4) The Annual Accounts of the Company for the year ended 31st March, 2011 have been prepared on a 'going concern' basis.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges, is attached to this Report.

Corporate Governance

Precision Pipes And Profiles Company Limited has been proactive in following the principles and practices of Good Corporate Governance. The Company to its best endeavor complies with all the aspects in letter and spirit of Corporate Governance Practices.

Pursuant to Clause 49 of the Listing Agreement of the Stock Exchanges, the report on Corporate Governance and Management Discussion & Analysis Report have been included in this Annual Report as a separate section and forms part of the Directors Report along with the Auditors' Certificate.

Industrial Relation

The Company enjoyed cordial relations with the employees during the year under review and the management appreciates the employees of all cadres for their dedicated services to the Company.

Listing of the Company

The Equity Shares of Precision Pipes and Profiles Company Limited are listed and are traded on the following stock Exchanges:-

National Stock Exchange of India Limited ("NSE")

Exchange Plaza, Bandra Kurla Complex,

Bandra (east), Mumbai- 400051.

Code: - 532934/PPAP

Bombay Stock Exchange Limited ("BSE")

Phiroze Jeejeebhoy towers

Dalal Street, Mumbai-400001

Code: - 532934

Your Company is regular in paying Listing Fees. The Annual Listing Fee for the Year 20011-12 has been paid within the scheduled time to NSE and BSE.

Energy Conservation, Technology Absorption And Research & Development And Foreign Exchange Earnings And Outgo

Energy Conservation

The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Technology Absorption and Research & Development

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development as per Form B are given in Annexure 'A attached hereto, which forms a part of this Directors' Report.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Foreign Exchange Outgo during the year are given below:

Particulars Current Year Previous Year

2010-11 2009-10

(Rs. in lacs) (Rs. in lacs)

Foreign Exchange Earning

(a) Export 565.74 180.28

Foreign Exchange Outgo

(a) Payment to Collaborators 249.81 55.15

(b) Directors/ Employees Visit abroad 32.71 15.71

(c) Raw Materials & Consumable Stores 5440.91 4104.67

(d) Machinery, Dies & Moulds 409.61 643.84

(e) Dividend 11.25 4.50

(f) Interest on ECB 13.16 21.95

Environment

The Company is not involved in any type of operations hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollution. The Company adheres to the provisions of environmental laws. Our Unit I is ISO 9001 and 14001 certified from B.S.I Management System, London and all other units are QS ISO 14001 certificate holders from TUV Management Service GmbH, TS 16949 Certificate holders from AIB - Vinocotte, Belgium & OHSAS 18001 from TUV Management Services GmbH. Our operations do not generate effluents.

Particulars of Employees

None of the employee of the Company is in receipt of the salary exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month as specified by Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 as amended by Companies ( Particulars of Employees ) Rules, 2011.

Acknowledgement

Your Directors take this opportunity to gratefully acknowledge the co- operation and assistance extended by the valued customers of the Company, M/s Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation Japan our Technical Collaborators, Government of India and Company's Bankers for their continued support and guidance. The Directors commend the continued commitment and dedication of employees at all levels. The Directors also wish to acknowledge with thanks all other stakeholders for their valuable sustained support and encouragement. It is this unity of purpose that breeds success and your Directors look forward to receiving similar support and encouragement in the years ahead.

On behalf of the Board of Directors

For PRECISION PIPES & PROFILES COMPANY LIMITED

Sharat Chand Jain Ajay Kumar Jain

(Executive Vice Chairman) (Managing Director)

Dated: 5th August 2011

Place: New Delhi

---

Mar 31, 2010

The directors are pleased to present fifteenth Annual Report along with the Audited Accounts on the business and operations of the company for the financial year ended 31st March 2010.

Our Financial Highlights:-

The Companys performance during the year is summarized below:- Rs. In Lakhs

PARTICULARS Year ended Year ended March 31, 2010 March 31, 2009

Total Income 17184.60 12925.59

Profit before Depreciation, Interest and Taxation (PBDIT) 3948.44 2939.48

Less: Depreciation 1417.41 953.31

Less: Interest 369.99 132.49

Profit Before Tax 2161.04 1853.68

Less: Income Tax Paid & Provisions Made 802.63 699.93

Profit after Tax 1358.41 1153.75

Add: Profit brought forward from previous year 5031.00 4304.84

Profit available for appropriation 6389.41 5458.58

Less: - Transfer to Generaf Reserve 150.00 100.00

- Dividend 420.00 280.00

- Dividend Tax 69.76 47.58

Profits carried forward to the following year 5749.65 5031.00

DIVIDEND

Your Directors recommend a Dividend of Rs. 3.00Aper Equity Share (30 per cent) for the financial year 2009-10. If the dividend, as recommended by the Board of Directors, is approved at this AGM, payment of such dividend will be made on or after 25th September, 2010.

TRANSFER TO RESERVES

Your Company proposes to transfer a sum Rs. 150.00 Lakhs to the general reserve being 11.04% of the current years profit. An amount of Rs. 5749.65 Lakhs is proposed to be retained in the profit and loss account.

BUSINESS OPERATIONS:-

Your Company is engaged in the business of manufacturing automobile sealing systems and exterior products. The product range includes weather strips, trim door opening, windshield molding, roof molding, quarter window seal, A-pillar garnish, B-pillar garnish, skirt air damper, body side molding etc. Additionally, the company manufactures PVC based customized profiles for white goods and other industries. Client list of the Company include Maruti Suzuki India Limited, Honda SIEL Cars India Limited, General Motors India Limited, Toyota Kirloskar Motors India Limited, Nissan Motors India (P) Limited and Tata Motors Limited. Your Company has a technical collaboration with Tokai Kogyo Co. Ltd (TKCL), Japan and Nissen Chemitec Corporation, Japan to manufacture automobile products. In the white goods industry, your company supply customized profiles to Godrej, Voltas, Videocon and Carrier Refrigerators.

Your Company has achieved Total Sales of Rs.171.84 Crores in the financial year ended 31st March, 2010 as against Rs.129.26 Crores in the previous year. For the fiscal 2009 and 2010 our EBIDTA has been Rs. 2939.48 Lacs and Rs.3948.44 Lacs respectively. Profit after tax for 2009-10 is Rs. 1358.41 lacs compared to Rs. 1153.73 Lacs for 2008-09.

Highlights of performance are discussed in detail in the Management Discussion and Analysis Report attached to this Report.

MARKET SCENARIO

A variety of factors, including stimulus package of the government, lower interest rates, implementation of the Sixth Pay Commission and launch of new models helped Automobile industry in India register a 26.41% growth in sales in 2009- 10 making it the second fastest growing market in the world after China. According to the figures released by SIAM (Society of Indian Automobile Manufacturers), total passenger cars sold in India in the year 2009-10 were at 19.49 Lakh units compared to 15.52 lakh units in 2008-09, thereby registering a growth of 25.57%. Market leader in passenger cars Maruti Suzuki India Limited sold more than a Million vehicles in the year 2009-10 for the first time in its history.

SIAM has forecast 10-14% growth for the industry for 2010-11.

MATERIAL CHANGES

There is no other material change affecting the affairs of the Company, which has happened between the date of the Balance Sheet and up to the date of this report.

FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from Public in terms of provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Further no amount of Principal or Interest on deposits was outstanding as on the Balance Sheet date.

AUDITORS AND AUDITORS REPORT

AUDTTORS

M/s. Dharam Taneja Associates, Chartered Accountants, Statutory Audjlprs of the Company, retire at the ensuing Annual General Meeting and are eligible for Re - appointment. Your Directow have recommended the reappointment of M/s. Dharam Taneja Associates, Chartered Accountants as Statutory Auditors of the Company. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed u/s 224(1 B) of the Companies Act, 1956 and they are not disqualified for such appointment, within the meaning of Sub- section (3) and (4) of Section 226 of the Companies Act, 1956. Accordingly, M/s. Dharam Taneja Associates, Chartered Accountants are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Audit Committee and your Board recommends their reappointment as Statutory Auditors of the Company.

AUDTTORSREPORT

There are no adverse remarks in the Auditor Reports which need to be discussed.

AUDIT COMMITTEE

The Audit Committee consists of three members namely Mr. kaushal Kumar Mathur, Mr. Brij Behari Tandon and Mr. S. C Jain out of which two are independent. Mr. Kaushal Kumar Mathur is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

DIRECTORS

Mr. S.K Tuteja and Mr. Vinod Vaish, Directors of the Company shall be retiring by rotation in accordance with the provisions of Section 255 and 256 of the Companies Act, 1956, and being eligible, offer themselves for re-appointment as Directors of the Company.

Mr. Ashok Agarwal and Mr. M.S. Kapur were appointed as Additional Directors of the company are proposed to be appointed as regular directors pursuant to section-257 of the companies Act, 1956. Your Board recommended their appointment.

Sh. S.C. Jain was appointed as an Executive Vice Chairman of the company in the meeting of Board of Directors held on 6th August, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

In Compliance of Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the Directors of your Company subject to notes appended to accounts and auditors report confirm that:

(1) In preparation of Annual Accounts for the financial year ended 31st March, 2010, the applicable Accounting Standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(2) Such accounting policies have been selected and applied consistently and made judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2010 and of the Profit of the Company for the said year;

(3) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting i fraud and other irregularities; and

(4) The Annual Accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Precision Pipes And Profiles Company Limited has been proactive in following the principles and practices of Good / Corporate Governance. The Company to its best endeavor complies with all the aspects in letter and spirit of Corporate [ Governance Practices.

Pursuant to Clause 49 of the Listing Agreement of the Stock exchanges, the Report on Corporate Governance and Management analysis & Discussion Report have been included in this annual report as a separate section and forms part of the Directors Report along with the Auditors Certificate.

INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the management appreciates the employees of all cadres for their dedicated services to the Company.

Listing of the Company

The Equity Shares of Precision Pipes and Profiles Company ljm\e$0e Hsted ar>d are traded on the following stock Exchanges:-

National Stock Exchange of India Limited ("NSE")

Exchange Plaza, Bandra Kurla Complex,

Bandra (east), Mumbai- 400051.

Code:-PPAP

Bombay Stock Exchange Limited ("BSE")

Phiroze Jeejeebhoy towers

Dalai Street, Mumbai-400001

Code: - 532934

Your Company is regular in paying Listing Fees. The Annual Listing Fee for the Year 2010-11 has been paid within the scheduled time to NSE and BSE.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE I EARNINGS AND OUTGO ENERGY CONSERVATION

The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development as per Form B are given in Annexure-A attached hereto, which forms a part of this Directors Report.



FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange Earnings and Foreign Exchange Outgo during the year are given below:

Particulars Current Year Previous Year 2009-10 2008-09 (Rs. in lacs) (Rs. in lacs)

Foreign Exchange Earning

(a) Export 180.28 194.04

Foreign Exchange Outgo

(a) Payment to Collaborators 55.15 120.43

(b) Directors/ Employees Visit abroad 15.71 36.06

(c) Raw Materials & Consumable Stores 4104.67 3179.01

(d) Machinery, Dies & Moulds 643.84 5068.20

(e) Dividend 4.50 6.75

(f) Interest on ECB 21.95 34.05

ENVIRONMENT

The Company is not involved in any type of operations hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollution. The Company adheres to the provisions of environmental laws. Our Unit I is ISO 9001 and 14001 certified from B.S.I Management System, London and all other units are QS ISO 14001 certificate holders from TUV Management Service GmbH, TS 16949 Certificate holders from AIB - Vinocotte, Belgium & OHSAS 18001 from TUV Management Services GmbH. Our operations do not generate effluents. The Proposed units also would not generate any effluents. Appropriate equipments would be installed for the plant as per the requirements of the Pollution Control Board to check pollution.

PARTICULARS OF EMPLOYEES

The details of employees of the Company who are in receipt of the salary exceeding the limits of Rs.24,00,000/- per annum or Rs. 2,00,000/- per month as specified by Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 as amended by Companies ( Particulars of Employees ) Rules, 2002 are given in Annexure -B attached to this report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to gratefully acknowledge the co- operation and assistance extended by the valued customers of the Company, M/s Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation Japan our Technical Collaborators, Government of India and Companys Bankers for their continued support and guidance. The Directors commend the continued commitment and dedication of employees at all levels. The Directors also wish to acknowledge with thanks all other stakeholders for their valuable sustained support and encouragement. It is this unity of purpose that breeds success and your Directors look forward to receiving similar support and encouragement in the years ahead.



S. C. Jain Ajay Kumar Jain (Executive Vice Chairman) (Managing Director)

Place: Delhi

Dated: 6th August, 2010