MECHELM ENGINEERS PRIVATE LIMITED CIN: U3NOOMI1973PTCO16332, NOTICE NOTICE 1S HEREBY GIVEN THAT THE 43” ANNUAI, GENERAL MEETING OF THE MEMBERS OF MECHELM ENGINEERS PRIVATE LIMITED WILL BE HELD ON FRIDAY, 30" SEPTEMBER, 2016 AT 10.00 AM AT THE REGISTERED OFFICE OF THE COMPANY TO TRANSACT THE FOLLOWING BUSINESS ORDINARY BUSINESS: L Toreceive, consider and adopt the Audited Financial Statement of the company as at 31* March, 2016 and the Report of Board of Direetors (the Board’) and the Auditors thercon, 2. To ratify the appointment of M/s. Atmakuri & Co., Chartered Accountants (Firm Registration No. (0002688) as auditors of the Company, fram the conclusion of ehis Annual General Mecting till the conclusion of next Annual General Meeting and to fix their remuneration. SPECIAL BUSINESS: 3. Appointment of Mrs, Padmaja Venkata Lalita Nandula (DIN: 07301270) as Director of the Company To consider and if, thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sec. 152 (2) and all other applicable provisions if any, of the Companies Act, 2013 read with the rules made there under, Mrs, Padmaja Venkata Lalita Nandula (DIN: 07301270) «who was appointed! as an Additional Director of the Company at the ‘meeting of the Board of Directors held on 7* January, 2016 and who holds office as such up to the date of this Annual General Mecting, be and is hereby appointed as the Director of the Company.” By order of the Board of Directors For MECHELM ENGINEERS PRIVATE LIMITED per te: AAKASH V. K. RAO Director (DIN: 01842116) Place: Hyderabad Dace: 01/09/2016NOTES: 1. A member entitled to attend and to vote at the meeting is entitlod to appoint a proxy tw attend and voce on a poll instcad of himself and such a proxy need noc he a member of the company. 2. Proxies in order to be effective must be received at the company’s registered office not less than 48 hours before the mecting, 3. Aperson can act asa proxy on behalf of members not exceeding fifty and holding in the aggregate rot more than ten percenc of the toral share capital of che Company carrying vocing rights. 4. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 5. The Explanatory Statement pursuant co Section 102 of the Companies Act, 2013, stating all material facts and the reasons for the proposals set out above is annexed herewith. STATEMENT TO BE ANNEXED TO THE NOTICE (Pursuant to Section 102(1) of the Companies Act, 2013) Item No, 3: Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mrs, Padmaja Venkata Lalita Nandula is proposed to be appointed as the Director of the Company. Pursuant to the provisions of Section 161 and other applicable provisions of the Companies Act, 2013 read with the rules made there under, Mrs, Padmaja Venkata Lalita Nandula was appointed as an Additional Direetor of the Company in the Board Meeting held on 07.01.2016, She continues to hold office until the conclusion of the ensuing AGM. ‘The said Director Is not disqualified from being appointed as a Directors in terms of Section 164 of the Companies Act, 2013 and has given her consent to act asa Director, Mrs, Padmaja Venkata Lalita Nandula holes 2 Equity shares of the Company. Save and exeepe the abowe said Directors and her relatives, to the extent of their sharcholding interest, if any. in the Company, none of the other Directors / Key Managerial Personnel/Managers of the Company / their relatives arc, in any way, concerned or interested, financially or otherwise, in this resolution, ‘The Hoard recommencls the resolution for your approval. By order of the Board of Directors For MECHELM ENGINEERSPRIVATE LIMITED f-: AAKASH V. K. RAO Director (DIN: 01842116) Place: Hyclerabad Date: 01/09/2016MECHELM ENGINEERS PRIVATE LIMITED. CIN; U3IOOMHI973P1.C016332 Registered Office W3.Lotus Hfouse 3A, New Marine Lines, Mumbwt, Maharashtra: 400020 PRE Y FORM [Pursuant to section 105(6) af the Compames Act, 2013 und rule 19(3) of the Conyvnves (Management aad Administration) Rules, 2014) WWe, being the member(s) of, shares of the above named company, hereby appaint: Name ofthe Emailid member(s): Folio No/ Client id Registered address. No DP id Nor L.Name: ‘2.Name: 3.Nam Address: Address Address: Email i Email Fimail id: Signature: Signacure: Signature: Or failing him Or failing him Or failing him us myfour pe toattend and vote (an a poll) for me/ts and on my/our behalf at the 43“Annual General Mecting of the company, to be held on Friday, 30" September, 2016 at 10.00 A.M at the Registered Office ‘of the Company at 303,Lotus House,33A, New Marine Lines, Mumbai, Maharashtra,~ 400020 and at any: adjournment thercof in respect of such resolutions sare indicated below: S.No | Resolution’ T ‘To receive, consider and adopt the Audited Financlal Statement of the company as at 31” March, 2016 and the Report of Tard of Directors (the Boarc’) and the Auditors thercon, 2 To ratify the appoiniment of M/s. Atmakuri & Co., Chartered Accountants (Firm Registration No. 0002685) as auditors of the Company and fix their remuneration. 3 “Appointment of Mrs. Padmaja Venkata Lalita Nandula (DIN: 07301270) as Director of the Company Signed this.....day of.—.2016 Revenue Signature of sharcholder: stamp Signature of Prosy holder(s): Note: This form of proxy in onder to be effective should be duly completed and deposited at the Registered Olfice of the Company, not less than 48 hours before the commencement of the Meeting.MECHELM ENGINEERS PRIVATE LIMITED CIN: U31I00MH1973PTCO16332 Registered Office: 303,Lotus House,334, New Marine Lines, Murnt aharashtra- 400020 ATTENDANCE SLIP SLIP DULY FILLED IN TO BE HANDER OVER AT THE ENTRANCE OF THE MEETING HALL Regd Folio No Cc No. of Shares held ae a) SHAREHOLDER’S NAME: Mr. /Mrs/Miss. (ln Block Capitals) INCASE OF PROXY NAME OF THE PROXY: Mr, /Mrs/Miss.. 1 Certify that {am a Registered Sharcholder / Proxy for the Registered Sharcholder of the Company. 1 hereby record my presence at the 43" Annual General Meeting of the company, to be held on Friday, 30'" September, 2016 at 10:00 A.M. at the Registered Oifice of the Company at 303,Lotus House,33A, New’ ‘Marine Lines, Mumbai, Maharashtra,~ 400020. Member's / Proxy's Signature Notes: Please bring this Attendance Slip when you arc attendling the Meeting, 2. Please do not bring with you any person who is nat a member of the CompanySt Xavier s College on) of Any ‘TheComad Antes Howpeat EA a - a CMT dane ARK anne Teme Ka anteMECHELM ENGINEERS PRIVATE LIMITED. BOARD'S REPORT lo ‘The Members, Mis. MECHELM ENGINEERS PRIVATE LIMITED. Your Directors have pleasure In presenting before yeu che 43% Annual Report of the Company cogether with the Audited Financial Statements for the financial year ended 31" March, 2016, FINANCIAL SUMMARY/IIGHLIGHTS, OPERATIONS, STATE OF AFEARIS Rs. Current year Previous year 2015-2016 2014-15 Total revenue il 20 Total expenses 24.70 Profit after tax (24,530) (43,398), fered! tax o 0 raf eff to balance sheet (24530) (43.398) PERFORMANCE REVIEW During the financial year, your Company recorded a Net loss of Rs.24,530/- against a Net loss of Rs, 43,398/- in the previous year. Hope the company will achieve break even in the coming years. TRANSFER TO RESERVES ‘The Directors have not transferred any amount to the General Reserve of the Company Vi The Directors of your Company do not recommend any dividend for the financial year ending, 31" March, 2016. BOARD MEETINGS Seven (7) Board Mectings were held during the financial year ended 31” March, 2016, The dates on which the said mectings were held are (i) 21.04.2015, (ii) 27.06.2015 il) 01.09.2015 (iv) 27.11.2015, (v) 07.01.2016 (vi)19.01.2016 (vii) 25.03.2016Details of the attendance of Directors of the Company Naine of the Director Hoard Mectings entitled to | No. of Mectings attended ‘Attend Mr. Vishalraj K Rao Akash 7 % Mr. Manmath Nilmani Katare | 6 & ‘Smt. Padmaja Venkata Lala 3 Nandula 2 DIRECTORS’ RESPONSIBILITY STATEMENT In pursuance of section 134 (5) af the Companies Act, 2013, the Directors hereby confirm that: (2) In the preparation of che annual accounts, the applicable accounting standards hal been followed along with proper explanation relating to material departures: (b) The directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prixlent so sto give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the eompany for that pend; (©) The directors had taken proper and sulficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the am \ccounts on a going concern basis; (€) The dircetors had deviseel proper systems to ensure compliance with the provisions of all applicable Jaws and that such systems were adequate and operating effectively. XTRACT OF ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in FORM MGT 9 has been annexed as. part of this Annual Report as Annex DIRECTORS; The Board at its meeting held on 7* January, 2016 has appointed Smt. Padmaja Venkata Lalita Nandula as an Additfonal Director of the company to hold the office upto the conclusion of the Annual General Meeting, The Roard is proposing the resalutton for appointment of Smt. Padmaja Venkata Lalita Nanduta as the Director of the Company, ‘Mr. Manmath Nilman Katare has resigned from the office of the Director w-e.£. 19.01.2016. PARTICULARS OF EMPLOYEES:Since the Company is a Private Limited Company, the disclosures under Section 197(12) are not plicable ca the Company. AuDITORS; Mis, Aonakurl & Co, Chartered Accountants were appointed as the Auditors of the company at the 41” Annual General Meeting for a period of five years subject to ratification of their appoinement in every. Annual General Meeting by the sharchollers. The Bend is recommending resolution far ratification of appointment of M/s, Atmakuri & Co,, Chartered Accountants, as Aucliters up to the conclusion of the next Annual General Meeting, VATION OF ENERGY, RESEARCH VELOPMENT, 3 ABSORPTION AND FOREIGN EXCHANGE FARNINGS/OUTGO; The information required under Section 134 (m) of the Companies Act, 2013 are given hereunder. A) CONSERVATION OF ENERGY: (j) The steps taken or impact on conservation of energy; The operations of your company de nor consume high level of energy. However, adequate measures have been taken to conserve energy by using efficient Equipment. (i) The steps taken by the company for utilising alternate sources of energy: not applicable (it) The capital investment on chergy conservation equipments; Nil B) TECHNOLOGY ABSORPTION: (W The efforts made towards technology absorption; not applicable (i) The benelits derived like product improvement, cost reduction, product development or import substitution; not applicable Gili) n case of imported technology (imported during the last three ycars reckoned fram the beginning of the financial year)- (a) The details of technology imported; not applicable (b) The year of import; not applicable (c) Whether the technology been fully absorbed; not applicable (4) If not fully absorbed, areas where absorption has not caken place, and the reasons thereof; not applicable (jv) The expenditure incurred on Research and Development: Nil ) Foreign Exchange Earnings: Nil D) Foreign Exchange Ourgo: Nil EXPLANATION ATIONS, Vi R_ADVI REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT There are no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating co submission of Secretarial Audit Report is nat applicable to the Company.PUBLIC DEPOSITS: The Company has not accepted any public deposits uncler Section 73676 of the Companies Act, 2013 real with Companies (Acceptance of Deposits) Rules, 2014 during the year under review, PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Coipany has not made any loans, guarantees or investments as per the provision of Section 186 of the Companies Act, 2013 during the financial year 2015-16, SIGNIFICANT && MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant and material orders passed by the regulators or Courts or Tribunals impacting, the going concern status and the company's operations in future, ‘SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does nor have any Subsidiary, Joint venture or Associate Company during the year under review RELATED PARTY TRANSACTIONS There were no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review, ISK Mi EMENT POLICY The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives, At present the company has not identified any element of risk which may threaten the existence af the company. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO. "THE FINANCIAL STATEMENTS We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andl have disclosed to the Auditors, deficiencies in the design or operation of such internal controls, iFany, of which we are aware and the steps we have taken or propose to take to adklress these deficiencies,Your Directors take this opportunity to thank the dedicated employees af the Company and all others who are continulng co help and support the Company. The directors wish to place on record their ppreciation of che continued cooperation and assistance of the Central Government, Statement Government sand the Rankers, Customers and the valuable advice and support received from the share holder. By order of the Board of Dircetors For MECHELM ENGINEERS PRIVATE LIMITED Podooy frup- PADMAJA V. | NANDULA AAKASH V.K. RAO Director Director (DIN: 07301270) (DIN: 01842116) Place: Hyderabad Date: 01/09/2016Annexure-I EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31 MARCH, 2016 Pursuant to section 92(3)of the Companies Act,2013 and rute 12()of the anics (Management and Administration) Rutes, 2014) REGISTRATION AND OTHER DETAILS: CIN TSIOOMMIS7SPTCOLGS: iE | Registration Date DUT MECHELM ENGINEERS PRIVATE Il, | Name of the Company UMITED Thdian Non-Government Company Limited by Shares 303, LOTUS HOUSES3A, NEW MARINE LINES, MUMBAI, MANARASHTRA- 400020, No Ty. | Category/Sub-Category of the Company v. | Address of the Registered office and contact details Vi. | Whether listed company vii, | Name, Address and Contact details of Registrar and Transfer Agent, IF any Il. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated- During the year there are no operational activities in the Company, INIC Code of to total tumover of the the Product! company No. [Name and Description roducts/ services Manufacture of clectric motors AC | 2710 ‘Company has no operations generators, DC generators, Rotary Converters, Control Panels, transformers and other electricity Distribution and control apparatus,ML, PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES ‘Sr | Name And Address Of CIN/GLN Holding? ‘Kor ‘Applic «| The Company Subsidiary/ shares able N Associate: held Sectio o. n 1 |EEMOT ALTERNATORS | USIIOOMHI973"T | HOLDING 98.96 ‘Section PRIVATE LIMITED 016333 COMPANY 2(46) [303,.OTUS HOUSE,33A INEW MARINE ILINES.MUMBAI-20, W/E/ MAHARASHTRA IV, SHARE HOLDING PATTERN (Equity Share Capital Breakup as percet ie (i). Category-wise Share Holding [Category of No. of Shares held at the No. of Shares heldattheend ofthe [i [Sharcholders beginning of the year year Change during The car % olf Dem [Total fac [Shares ‘A. Promoter [p_ tnadian O52 9896 [= ISub-toral(A(I):- bp oreign lgy NRIs- ; a 5 individuals Ib) Other- > | Individuals I) Bodies Corp. [Banks /FI : ) Any Other... A ub-totul(A)(2):- ‘8. Public Shareholding[_tastievatons ) Mutual Funds fb) Banks / EL c) Central Gove fo) State Govt(s) 5) Venture Capital Funds If) Insurance Companies pLFls Ih) Foreign Venture Capital Funds [)Others (specify) Individuals ub-rotal(n}(I) Non Institutions fs) Bodies Corp, (i) Indian (il) Overseas {b) Individuals (@ Individual sharcholders holding nominal share capital upto Rs, lakh ii) Individual shareholders holding nominal share capital in excess of Rs I fakh :) Crhers(Specify) ub-cotal(B)(2) |ToralPubsic Shareholding (8)=(B)(1)+ (B)(2) bee heldby ‘Custodianfor GDRs&ADRs Grand Total (AsBC) -(i) Sharcholding of Promoters sr. | Sharcholder's |sharcholding at the heginning | Sharcholding at the end of the No Name of the year ‘year No. of of totalhor io. of oftotal oot fo Shares |Shares offShares [Shares Shares of [Shares _ change the |Pledgea the [Pledged jin share leompany mpany hholding, cncumbe ncumb (during lred to lered to the coral jrotal year hares Ishares L | Elmor 4948] 98.96 Alternators Private Limited CINUSIIOOMHE 973PTC016333 | Smt. Padmaja O0F Venkata Lalita Nandula 3] Sri, Vishalraj K 19] 038 7 19 O38 a B Rao Akash, | CV K Rao Diety Trust Krishna Medical ‘O02 002 a = General Trust 6 | Krishna tT] 002 T 002 Educational & General Trust 7. | Rashmi Medical T) 002 T 0.02 - > & General Trust Rashmi 1] 802 - T 0.02 Educational & ‘Toral 4974 99.48 * 4974 99.48 > - (it) Change in Promoters’ Shareholding: There is no change in Promoters’ Sharcholding during the year po of the year during the year No.of shares Poof total ot shares [of total 5 Shareholding at the beginning [ ‘Cumulative Shareholding No.shares of mpany the shares of the leompan} po the beginning of the year 4974 99.48 | 4974 99.48 Dae wise Theres Decrease in Share holding luring the year specifying the reasons for increase / ldecrease (eg. hitlocment / transfer / bonus / kwwear equity exe): eT No Change NoChange NoChange | NoChange [At the End of the year 4574 99.48 | 4,974 (iv)Sharcholding Pattern of top ten Sharcholders (other than Directors, Promoters and Holders of GDRs and ADRs) Se | ratardisievanume Sharcholdingatthe | Sharcholding ar the end of che No beginning of the year year INo. of fool corallbof No.of [toot coral Pro! Share |Shares of|Shares [Shares [Shares of [Shares [change sthe — [Pledged/ che Pledged / inshare Jcompanylencumbe company encumber {holding red to tototal during otal hares the year hares Y Sri. PV Ratnam 14 0.28 - | 4 0.28 | ‘2. | Smt. PS Lakshmi 8 O16 8 0.16 ~ + 3. | Sri. PS Ramakrishna 2 0.04 2 0.04 7 - [Sa PS Subrahmanyam 2] oo > a, (v) Shareholding of Directors and Key Managerial Personnel: SLNo, ‘Shareholding at the ‘Cumulative Sharcholding For Each of the beginning of the year during the year Directorsand KMP [No.of | %oftotal No. of shares | % of total shares VISHALRAJKRAO | shares —_| shares of the of | AKASH company the company ‘At the beginning of B 038 ® 038 the year Date wise Increase7 +] Decrease in Share No Change | No Change NoChange | NoChange holding during the year specifying the reasons for increase /decrease (eg allotment atransfer / honuy/ sweat ete}: ‘At the end of w 038 ic) OS [eee SINo. ‘Shareholding at the ‘Cumulative Sharcholding For Each of the beginning of the year during the year Directors and KMP [No.of | %oftotal No. of shares ] % of total shares 2 *¢ MANMATH shares shares of the of NILMANI ‘company the company KATARE ‘At the beginning of - > the year Date wine Increase Decrease In Share NoGhange | No Change NoChange | NoChange holding during the year specifying the reasons for increase / decrease (eg. allotment Ieransfer “bonus! sweat equity ete): ‘At the end of | the year © Mr. Manmath Niluani Katare has resigned rom the office of the Director wf. 19.01.2016. SINo. ~~ Shareholding atthe] Cumulative Sharcholding For Fach ofthe | beginning of the year during the year DirectorsandKMP [No.of | Sof total No. of shares | % of total shares 3 + PADMAJA, shares | shares of the of VENKATA company the company LALITA NANDULA OOF O04 ‘At the Beginning of the year Date wise Increase? Decrease in Share No Change | NoChange NaChange | NoChange holding during the year specifying the reasons for increase / decrease (c.g allorment ‘feransfer / bonus sweat equity ete): ‘Ac the end of OO z 004 the year* Mfrs, Padmaja Venkata Lalita Nanduls appointed as Additional Director of the Company wh OZ 01.2016, Y. INDENTEDNESS: Indebtedness of the Company including interest outstanding/acerued but not due for payment Secured Leans | Unsecured Deposits Toxal Loans Indebtedness lindbtedness at the beginning of the financial cat I) Principal Amount - - hi) Interest die but not paid a Interest acerved but nor Toval(i-tisiti) - . ‘hange in Indebtedness luring the financial year Addition Reduction : a |Net Change 7 - lindcbicdness at the nd of the financlal year i) Principal Amount B . li) Interest due hut not paid ili) Interest accrued but not | * luc fra inp : E : VL REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager-Nil B Remuneration to other directors: Nil C Remuneratton to Key Managerial Personnel Other Than MD/Manager/WTD -NilVIL, PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES: h, 2016, ‘There were ne penalties / punishment / compounding of offences for the year ended 3Ist M y order of the Board of Directors For MECHELM ENGINEERS PRIVATE LIMITED, Coteey. heap. PADMAJA V.L. NANDULA AAKASH V.K. RAO Director Director (DIN; 07301270) (DIN; 01842116) Place: Hyderabad Date: 01/09/2016ATMAKURI_&_CO. Fivderabaa 200082. Andhra Procesn la CHARTERED ACCOUNTANTS @ (0) 29311408, Telerex 25340379 Email atmakurt_cs@hotmail.com INDEPENDENT AUDITORS’ REPORT To, ‘The Members of Mecheli Engineers Private Limited, EI NDALONE F' AL STATEME! We have audited the accompanying standalone financial statements of Mechelm Engineers Private Limited (“the Company”) which comprise the Balance Sheet as at 31" March 2016, the Profit and Loss Statement and Cash Flow Statement for the year then ended and @ summary of Significant ‘Accounting Policies and other explanatory information, ‘The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the ‘Companies Act, 2013 (“the Act”) with respect 1o the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted _in India, including the Accounting Standards specified under Section 113 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other imegutart n-and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; end design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the necuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether duc to fraud or error. Auprt SIBILIT. on these financial statements based on our audit, Our responsibility isto express an opi We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made ‘there under. We conducted the audit in accordance with the Standards of Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India, Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from ‘material misstatements, ‘An audit involves performing procedures to obtain audit evidence about the amounts and disclosures to the financial statements. The procedures selected depend on the auditor's judgment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the ‘Company's preparation of the financial statements thal give a true and fair view, in order to design audit procedures that are appropriate to the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's directors as well 2s evaluating the overall presentation of the financial statements: fan RSWe believe that the audit evidence we hnve obtained is sufficient and appropriate to provide a basis for ‘our audit opinion on the financial statements. OPINION tn our opinion and to the best of our information and according to the explanations given 10 us, the aforementioned financial statements give the information required by the Act in the manner so req ‘and give a true and fair view in conformity with the accounting principles generally accepted in India, of the slate of affairs of the Company as at 31st March 2016, and its loss and its cash flow for the year ended ‘on that date, REPORT BR Lak z RY. As required by the Companies (Auditor's Report) Order, 2015 (“the Order"), issued by the Central Government of India in terms of sub Section (11) of Section 143 of the Act (hercinalter referred to as the *Order’), and on the basis of such checks of the books and records of the Company as we considered ‘Appropriate and according to the information and explanations given to us, we give in Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order. ‘As required by Section 143(3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit: {b) In our opinion, proper books of account as required by law have been kept by the Company in so far as it appears from our examination of those books: (©) The Balance Sheet, the Profit and Loss Statement, and the Cush Flow Statement dealt with by this Report are in agreement with the books of account: (4) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014: (©) On the basis of the written representations received from the directors as on 31* March 2016, taken on record by the Board of Directors, none of the director is disqualified on 31" March 2016, from being appointed as a director in terms of Section 164(2) of the Act. ( With respeet to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure A, (g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given t0 us: (i) The Company has no cases of pending litigation that would impact its financial position inany way. (i) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses. Gil) ‘There were no cases requiring wransfer of amounts, to the Investor Education and Protection Fund by the Company ZG ASYY For Atmakuri & Co, {ESSN Chanered Accounaits (FRN No, 0002685) * "1 7 a [Chandrasekhar Place: Hyderabad Date: 1* September. 2016 2,8, Proprietor “e nd-Ae* "(M, No. 027172) gSDATE ON THE (ed ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT OF STANDALONE FINANCIAL STATEMENTS OF Mcchelm Engineers Private Report an the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the ‘Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Mechelm Engineers Private Limited as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the ‘Company for the year ended on that date. ‘Management's Responsibility for Interna! Ninancial Controls ‘The Company's management is responsible for establishing and maintaining internal financial controls based on the internal contro! over financial reporting criteria established by the Company considering the essential components of intemal control stated in the Guidance Note on Audit of Intemal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilitics include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds nnd errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. ‘The Company is a small Company with less complex operations. The Company is characterized by fewer nes, less complex business process and financial reporting systems, more centralized ions, fewer employees in the accounting function, ‘opportunities to segregate duties and leading the company to implement alternative controls to achieve its control objects, extensive involvement of senior Management/promoters in the day to day activities of the business, and fewer levels of management, each with wide span of control, usc of relatively simple information system that make greater use of off-the-shelf packaged software, less formal documentation regarding operations of control, and pervasive internal control deficiencies which are overcome by alternative controls exercised by the managemenU/promoters. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on ‘Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an nudit of {nternal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those ‘Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate interna! financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included oblaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of intemal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material rissiatement of the financial statements, whether due to fraud or errr. We believe that the audit evidence we have obtained is sufficient and appropriate 1o provide a basis for ‘our audit opinion on the Company's internal financial controls system! over financial reporting.Meaning of Interna! Financial Controls Over Financiul Reporting. A company’s internal financial control over financial reporting ism process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial stutements for external purposes in accordance with generally accepted accounting principles, A ‘company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, oF disposition of the company's assets that could have a material effect on the financial statements, Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the intemal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Oplaion In our opinion, the Company generally has, considering the characterization detailed above under ‘Management's Responsibility for Internal Financial Controls’, in all material respects, an adequate intemal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, We have considered the material wweakness/es identified in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2016 standalone financial statements of the Company, and thesthese material weakness/es does nov/do not affect our opinion on the standalone financial statements of the Company, For Atmakuri & Co, Chartered Accountants (Firm's Registration No.000268S) (A Chandrasekhar) (Proprietor) (Membership No, 027172) Place: Hyderabad Date: September 2016ANNEXUI (O INDI DENT AUDITORS' REPOR’ (Referred to in the first paragraph to ‘Report on Other Legal and Regulatory Requirements’) On the basis of checks as we considered appropriate and according to the information and explana siven to us during the course of our audit, we report that: (i) Inrespect of Fixed Assets: (0) The Company has maintained proper records showing full particulars including. quantitative details and situation of fixed assets. (©) All the assets have been physically verified by the management during the year but there is a regular program of verification, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification, (©) The Company does not own any immovable properties and neither are any reflected in the books of uccounts. Gi) Inrespect of Inventories: (@) The Company has no inventories and no physical verification was therefore necessary, Gil) The Company has not granted any loans, secured or unsecured to Companies firms LLPs, or ‘other parties covered in the register to be maintained under Section 189 of the Companics Act, 2013. (iv) The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186, Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company. (%) The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified. (vi) The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company. (vii) Inrespect of Statutory dues: (a) The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, ESIC, Income Tax, VAT, Service ' se Duty. Customs Duty Cess and other material statutory dues with the during the year, wherever applicable, to i (b) According to the information and explanations given to us and the records of the ‘Company examined by us, there are no dues of income-tnx, sales-tax, service-tax, duty of customs, and duty of excise or value added tax which have not been deposited on account of any dispute. ‘As the Company does not have any foans or borrowings (rom any financial institution or bank: (or Goverment, tor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(vili) of the Order are not applicable to the Company, (ix) The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable 10 the Company, (x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management, (xl) The provisions of Section 197 read with Schedule V to the Act are applicable only to public Accordingly, the provisions of Clause 3(xi) of the Order are not applicable to thePlace: Hyderabad Dat (xv) The Company has not entered i As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company. (xiii) The Company has entered into transactions with related parties in compliance with the provisions of Section 177 of the Act. The Company docs not have any transactions with related parties under the provisions of Section 188 of the Act. Accordingly, the provisions of Clause 3(xiii) of the Order are not applicable to the Company. (xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company. ‘any non eash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company. (xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934, Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company. For Atmakuri & Co,, Chartered Accountants (FRN No, 000268) Prompt wy ‘A Chandrasekhar Proprietor (M. No, 027172) Sept. 2016MECHELAT ENGINE? Bafance Shicet a 1. EQUITY. AND LAAUILITIES « Shaneholder's Funds (@) Share Copal () Reserves and Surphis 2 Non-Cumsnt Liabilities (0) Long-Term Borowings {@) Other Long-Term Liabilities (©) Deferred Tas Libillies (Net) 3 Cumat Liabilities (© Short-Term Borrow (b) Other Current Labi (©) Trade Payable (€) Short-Term Yrovisions ‘TOTAL 1, ASSETS 1 Non-Cument Assets (0) Fixed Assets Tangible Assets Gi) Intangible Assets (Gil) Cophal WorksIn-Progress (Qy) Intangible Assets under Development (©) Long-Term Loans and Advances 2 Curent Assets (@) Inventories () Trade Receivables (6) Cash and Cash Equivalents (©) Other Current Assets ‘TOTAL. Significant Accounting Policies Notes on Finaneal Statements Proprietor MNo, 027172 Place: Hyderabad Date : Ist Sept 2016 lee 10 " 2 5 RS PRIVATE LIMITED at 31st March, 2016 Asat As 31932016 31.03.2018 500000 00000 4434937 4410107, S937 3710007 ° ° 3610783 3597663, 0 0 3eioTas, EO) 0 ° 524265 sr2ais 26971 26971 o ° 5136 ‘0786 Tied. Dioe 49687 49687 0 ° 0 0 0 ° 1000 50687 su4s2 37482 46911 46011 i6i2 1612 40350 40350 GSS. T6355 20a, nea For and Diree Director behalf ofthe Board 4 _.-MECHELM ENGINEERS PRIVATE LIMITED ‘Stutement af Profit amt Loss Account for the yeur ended 31.03.2016 Newha —_Asat Asat 31.03.2016 31.03.20 Ancoms 1 Reverue from operations (gross) 9) i) Less: Excise duty o o Revere fom operations (net) 0 0 2 Other Income b 240 240 3 Total Revenue (142) 240 240 4 Eanenses: (Cost of Materials Corsumed ° ° Employce Benefits Expense 0 ° Finance Costs o 0 Depreciation 7 ° ° Other Expenses u Total Expenses 5 Profiv(t.oss) fur the perio (3-4) 24530 43398 ‘6 Famings per equlty share of face value of Rs, 10/- cach (@) Basic and Diluted NA NA (b) Weighted average number of equity shares $000 5000 Sigalficant Accounting Policies ns Notes on Financial Ssatements As per our report of even date For and on behalf of the Board For Atmakuri Co, i AES : pre [ie naneof Direc Aon mami /e; = Director “= seam onr72 Nora Place : Hyderabad Date : Ist Sept 2016laws trom operating ecivities Net profit before taxation and extrodinary item Adjustments for: Depreciation Foreign exchange lors Interest come iidend income Rental Income terest Expense JOperating profit betoce working capital Increase ln sundry debtors Decrease in inventories Decrease nother short term current assets trerease ln current bablities anges Proceeds from issuance of share capital proceeds from long-term borrowings Repayment of long-term haben Increase in other long term anets et changesin cash and cash equivalents [cash and cash equivalents at beginning of period Proprietor ‘MNo, 027172 Place: Hyderabed Date : 0170972016 Mechelm EngincersPrivate Limited ‘Cash Flow StatementFERS PRIVATE LIMITED Notes for the year ended 31.03.2016 Asat Avat 31.03.2016 31.05.2015 Notene-t ‘Share Capitat ‘Authorised & Subscribed Capital $000 $0000 ‘$000 Fqwity shares of Rs.10cach Paid wp cape 0000 so0000 5,000 Equity shares of Rs 10-each fell paid vp 70a s00800 Asm 3a March 2016___Asat 31a March 2015 Wo. ofstares Amount —No, of bares _ Armunt (2) Reconciliation of the number of shares: ‘$000 $00000 $000 500000 (0) Starchoing details: Wolding Company {mot Altemator Private Limi 49u8 494800 SR 94800 erent 93.96% 98.96% NoteNo-2 Reserve and Surplus ‘Surplus In statement of Profit and Loss Balance at the beginning of the year { Loss) 4410407 4003586, less: Amount tobe Transferred to Reserves oan 2453043398 73037 —_aa10407 ‘Long-Term Borrowings ‘Unsecured Loans from Directors 0 oO Ussccwrod Loans from Others ° ° ° e NoteNod Other Long-Term Borrowings ‘Doe to Directors. 304483, (Doc to Related Panties 3 3107 NoeNe-§ Other Cerreat Liabilities ‘Acceptances 10000 10000 Exper Payable wui0 2770 ‘Statutory Dues 380095 380095, mas siauis NoleNo-6 “Trade Payables (2) Total outstanding dues of Micro and Small Enterprises 26971 26971 (b) Tota! outstanding dues of creditors other than Micro and Small Enterprises: 2 o FSH 26571MECHELM ENGINEERS PRIVATE LIMITED Notes for the year ended 31.03.2016 Fixed Assets Gross Block Depreciation ‘Net Block Assets ‘Asat | Additions/] Delitions? | Asat | Prov.upto | Depreciation | Provupto | Asat ‘Asal 01/04/2015 | Adustment | Adustment [31/03/2016] 01/04/2015 | Adjustment | 31/03/2016 | 31/03/2016 | 31/03/2015 ITANGIBLE. ASS! Factory Building 904139 qj | 904139] 858932] 0} 858932) 45207} 45207] Borewell 3578 ) o| 3578} 3399 q 3399} 179) 179) Electrical Fixtures & 19441 rn) o| 19441 18469) Q 18469] gn yn Material Handling Equipment 29395] o) | 29395} 27925} | = 27925} 1470 1470) Tools Equipment 15928} | o} 15928} 15132] Q 15132 796 796 Electrical Installation 14286| ol o} 14286] 13572| ol 13572 74 m4 Chemical Tank 6973| ol ol 6973 6624 | 6624 349] [Total (A) { 993740] 0) of 993740] 0 INTANGIBLE ASSETS [Technical Knowhow fees Development Rights JOthers [Total () | | | [Total (A+B) 993740] | 0] Previous Year 993740) | a [Capital Work-in-Progress intangible Assets under Development‘MECHELM ENGINEERS PRIVATE LIMITED Notes for the year ended 31.03.2016 vat Ant 31.03.2016 31.032015 1000 1000 ° ° 1000 000 NoteNo=2 Inventories Anventorea- Consumables Spares sez a2 iar et “Trade Recetsables Detts outstanding fra prod of more than six months = not recoverable dota Debts outstanding fora period of es than tx mons ° 0 7a samt Note Ne LL Cash and Cosh Equlvaten Bank Balince on Current nceounts 1612 1612 Cass band 0 0 iat Taiz Note No= 12 Other Current Assets. Receivable from related parties 40350__ 40350 20350 «0350 Notedie=12 Other tacome Rent received 240 m0 Other Income oO 2 Tao To 120 120 11430 S618 $200 26400 00011300Note Nols ‘Statement on Significant Accounting Policies and Notes to the Accounts A, SIGNIFICANT ACCOUNTING POLICIES |. Basis of Accounts: The financial statements are drawn up on the basis of Historical Cost. ‘The Company follows Accrual basis of accounting for both as to income and expenditure except those with insignificant uncertainties, 2. Fixed Assets: Fixed Assets are stated at cost, which includes cost price, duties, levies, {preoperative expenditure capitalised) and any directly attributable cost of bringing the asset {0 its working conditions, |. Depreciation: This is provided using the WDV Method at the rates prescribed under schedule HI of the Companies Act, 2013. Lease hold improvements, if any, are depreciated over the tease term. Residual salvage value of 5% of the asset is retained for tracking in use assets. 2. Investments are valued at Cost. B. NOTES TO THE ACCOUNTS Commitments and Contingent Liabilities: 1, Ina suit filed by the ex-employee of a group company with the Principal Senior Civil Judge, RR District, an amount of Rs, 373,000/- was decreed against the Company on 04/09/2000. ‘The court issued an Execution Petition No. 54/2002 to recover the antourt. This amount has ‘not been provided for in the books of the Company. 2, Outstanding of Sundry Debtors, Creditors and dues to and from other parties are subject to confirmation of balances. 3. Figures have been rounded off to the nearest rupee, 4, Schedules have been regrouped wherever necessary to reflect the correct picture in the accounts. 5. Additional information pursuant to paragraph 4C and 4D of Part It Schedule VI of the ‘Companies Act, 1956. As per our Report of eves for and/on behalf of the Board For Atmakuri & Co., 4 fnowntant ae KR A. Chandrasekhar Proprietor o _— Director Place: Hydernbad Date: 01/09/2016