SHORTER NOTICE OF ANNUAL GENERAL MEETING

Name of the Company: STOVE KRAFT LIMITED Registered office: 81/1, Medamarana Halli Village, Harohalli Hobli, Harohalli Industrial Area,

Kanakapura Taluk, Ramanagara District-562112 Karnataka CIN: U29301KA1999PLC025387

EMAIL: cs@stovekraft.com Telephone: +91 80 28016222Website: www.stovekraft.com

SHORTER NOTICE is hereby given that the 19th (Nineteenth) Annual General Meeting of the

shareholders of Stove Kraft Limited (the “Company”) will be held on Saturday, the September 29,

2018 at 12.00 P.M. at the registered office of the Company at 81/1, Medamarana Halli Village,

Harohalli Hobli, Kanakapura Taluk, Ramanagar District- 562112, Karnataka, India, to transact the

following business:

ORDINARY BUSINESS:

1. To receive, consider, and adopt the Financial Statements of the Company for the year ended 31st March, 2018, including the Audited Balance sheet as at 31st March, 2018, the statement of profit and loss account for the year ended on that date and Report of Board of Directors and Auditors thereon: “RESOLVED THAT the audited financial statements of the Company for the financial year ended

31st March, 2018 and report of Board of Directors and Auditors thereon, including annexure thereto

as recommended by the board of directors for adoption by the members of the Company be and are

hereby approved and adopted.

“RESOLVED FURTHER THAT for the purpose of giving effect to the above said resolution, Mr.

Rajendra Gandhi, Managing Director, Ms. Neha Gandhi, Executive Director and Mr. Shashidhar S K

Chief Financial Officer, Company Secretary and Compliance officer of the Company be and are

hereby severally authorized to do all such acts, deeds and things as may be required or considered

necessary or incidental thereto including but not limited to filing of necessary forms with the

Registrar of Companies, Bangalore and to comply with all other requirements in this regard under

Companies Act, 2013 and rules and regulations made there under and such other law as may be

applicable.”

2. To ratify the appointment of the statutory auditors of the Company and to fix their remuneration and in this regard, to consider and, if thought fit, to pass the following as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and 142 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, the Company hereby ratifies the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants (Firm registration

number: 008072S), as the statutory auditors of the Company, to hold office from the conclusion of this annual general meeting till the conclusion of the Twentieth (20th) Annual General meeting to be held in the year 2019, and Board of Directors be and is hereby authorized to fix such remuneration

for the F.Y 2019-20, in addition to reimbursement of travelling and other out of pocket expenses actually incurred by them in connection with the audit”.

SPECIAL BUSINESS:

3. Ratification of Cost Auditor’s Remuneration: To consider and, if thought fit, to pass the following as an ORDINARY RESOLUTION: “RESOLVED THAT in accordance with the provisions of Section 148 of the Companies Act, 2013, or any amendment thereto or modification thereof, the remuneration of Messrs. G S & Associates, the Cost Accountants, appointed by the Board of Directors of the Company as the Cost Auditors to conduct audit of Cost Records maintained in respect of applicable products of the Company, for the financial year 2019-20, at 1,00,000/- plus applicable taxes, and reimbursement of out-of-pocket expenses incurred, be and is hereby ratified.”

4. To increase the maximum number of options to be issued per employee and in aggregate per Employee under ESOP. To consider and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION: “RESOLVED THAT in suppression to the resolution passed on 10th September, 2018 at Extra ordinary General Meeting and in pursuant to the provisions of Section 62(1)(b), and other applicable provisions, if any, of the Companies Act 2013 (“the Act”), read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the Memorandum of Association and Articles of Association of the Company, and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, the approval and consent of the members of the Company be and are hereby accorded respectively for variation to the ‘Stovekraft Employee Stock

Option Plan 2018’ (“ESOP 2018”) and to the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any Committee including Nomination and Remuneration Committee, which the Board has constituted or may constitute to exercise its powers, including the powers, conferred by this resolution), to create, offer, and grant up to 8,13,000 (Eight Lakhs Thirteen

Thousand) employee stock options to the eligible employees of the Company, determined in terms of ESOP 2018, from time to time, in one or more tranches, exercisable in aggregate into not more than 8,13,000 (Eight Lakhs Thirteen Thousand) equity shares of the Company, with each such option would be exercisable for one equity share of a face value of Rs. 10/- each fully paid-up to be issued to the option grantee by the Company on payment of the requisite exercise price, where one employee stock option would convert in to one equity share upon exercise and on such terms and conditions as may be determined by the Board in accordance with the provisions of the applicable laws and the provisions of ESOP 2018.” “RESOLVED FURTHER THAT the equity shares so issued and allotted as mentioned hereinbefore shall rank pari passu with the then existing equity shares of the Company.” “RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division and others, if any additional equity shares are issued by the Company to the option grantees for the purpose of making a fair and reasonable adjustment to the employee

stock options granted earlier, the ceiling in terms specified above shall be deemed to be increased to the extent of such additional equity shares issued.”

“RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the number of shares to be allotted and the price of acquisition payable by the option grantees under the ESOP 2018 shall automatically stand reduced or augmented, as the case may be, in the same proportion as the face value per equity share shall bear to the revised face value of the equity shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the said grantees.” “RESOLVED FURTHER THAT the Board be and is hereby authorized to make modifications, changes, variations, alterations or revisions in the ESOP 2018 subject to the compliance with the applicable laws and regulations and to do all such acts, deeds, matters and things as it may deem fit, from time to time in its sole and absolute discretion in conformity with the provisions of the Companies Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the Memorandum of Association and Articles of Association of the Company and relevant regulations of the Securities and Exchange Board of India as applicable and further to execute all such documents, writings and to give such directions and or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the ESOP 2018 and do all other things incidental and ancillary thereof.” “RESOLVED FURTHER THAT Board be and is hereby authorised to delegate all or any of the power herein conferred to any committee of Directors.” “RESOLVED FURTHER THAT the Nomination and Remuneration Committee constituted for the implementation of the scheme be and is hereby authorized to inter alia, formulate the detailed terms and conditions of the scheme including the provisions as specified by Board in this regard.”

5. To consider and approve the overall remuneration limit payable to Mr. Rajendra Gandhi & Ms. Neha Gandhi beyond the prescribed limit. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL RESOLUTION “RESOLVED THAT pursuant to the provisions of Section 196, 197, 198 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule “V” of the Companies Act, 2013 and subject to such other approvals as may be necessary, consent of the members of the Company be and is hereby accorded for the Managerial remuneration, paid/payable beyond the prescribed limit of 11% of Net profit, not exceeding 3 (Three) crores to Mr. Rajendra Gandhi, Managing Director and Ms. Neha Gandhi, Director

“RESOLVED FURTHER THAT for the purpose of giving effect to the above said resolution, Mr.

Rajendra Gandhi, Managing Director, Ms. Neha Gandhi, Executive Director and Mr. Shashidhar S K

Chief Financial Officer, Company Secretary and Compliance officer of the Company be and are

hereby severally authorized to do all such acts, deeds and things as may be required or considered

necessary or incidental thereto including but not limited to filing of necessary forms with the

Registrar of Companies, Bangalore and to comply with all other requirements in this regard under

Companies Act, 2013 and rules and regulations made there under and such other law as may be

applicable.”

By and on behalf of the Board of Stove Kraft Limited

SD/- Shashidhar SK

Company Secretary Membership No: 7119

Place: Bangalore

Date: September 21, 2018

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. THE PROXY NEED NOT BE A MEMBER. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. 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.

2. THE INSTRUMENT APPOINTING PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING

3. Information regarding appointment/re-appointment of Directors and Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of special businesses to be transacted are annexed hereto.

ANNEXURE TO THE NOTICE OF THE 19TH ANNUAL GENERAL MEETING EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013 ANNEXED TO THE NOTICE OF THE ANNUAL GEBERAL MEETING OF THE COMPANY DATED 21ST SEPTEMBER, 2018.

Item 3: Ratification of Cost Auditor’s Remuneration: The Board of Directors of the Company (‘the Board’) at the meeting held on 10th July, 2018, approved the appointment and remuneration of M/s. G S & Associates, Cost Accountant, to conduct audit of Cost Records maintained by the Company for the financial year 2019-2020. In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, remuneration of the Cost Auditors needs ratification by the Members of the Company. None of the Directors and Key Managerial Personnel of the Company, or their relatives, is interested in these Resolutions. The Board recommends this Resolution for your approval.

Item 4: To increase the maximum number of options to be issued per employee and in aggregate per Employee under ESOP.

Shareholders in the Extra Ordinary General meeting held on 10th September, 2018 approved that number of options that may be granted to under the ESOP 2018 shall not exceed 8,13,000 in aggregate, and 52000 in per employee, which now increased to 2,00,000 under ESOP 2018. Board based on the recommendation of Nomination and Remuneration committee has decided to increase the maximum option per employee under the ESOP 2018 scheme to be 2, 00,000(Two Lakh only/-) in their meeting held on 23rd September, 2018 subject to the approval of the shareholder

The Board recommends this Resolution for your approval to consider and pass it as a special resolution.

Item 5: To consider and approve the overall remuneration limit payable to Mr. Rajendra Gandhi & Ms. Neha Gandhi.

The Board is of the view that overall managerial remuneration paid/payable to Mr. Rajendra Gandhi, Managing Director and Ms. Neha Gandhi, Director shall exceed the limit of 11% of the net profit as prescribed under section 197 of the Companies Act, 2013. Pursuant to aforesaid section the approval of the members is required for paying remuneration beyond the limit prescribed. Therefore Board upon recommendation by the Nomination and Remuneration Committee recommends this Resolution for your approval to consider and pass it as a special resolution

By and on behalf of the Board of

Stove Kraft Limited

Sd/- Shashidhar SK

Company Secretary Membership No: 7119

Place: Bangalore

Date: September 21, 2018

Route Map:

DIRECTORS’ REPORT 2017-18

STOVE KRAFT PRIVATE LIMITED 19th Directors’ Report 2017-18

BOARD OF DIRECTORS

Mr. Rajendra Gandhi Managing Director Mr. Abhay Kumar Pandey Nominee Director Mr. Lakshmikant Gupta Independent Director Mr. Rajiv Mehta Nitinbhai Independent Director Ms Neha Gandhi Director

BANKERS

STATE BANK OF INDIA Specialised Mid Corporate Branch, No.97, Railway Parallel Road, Kumara Park (West) BANGALORE - 560 020

STANDARD CHARTERED BANK Trade Services, 112, Vaishnavi Serenity, Koramangala Industrial Area, 5th Block, Koramangala BANGALORE - 560 095

SOUTH INDIAN BANK No.74, Sumeru Towers, Near St. Joseph College of Commerce Brigade Road, Bangalroe-560025

AUDITORS

Statutory Auditor: Deloitte Haskins & Sells Prestige Trade Tower , Level 19 46,Palace Road, High Grounds, Bengaluru-560001

Internal Auditor: Manian & Rao Maruthi Info-Tech Centre, No. 361 Floor I | 7th Cross | Jayanagar 1st Block | Bangalore | 560011 | INDIA

Cost Auditor: G S & Associates No.10, 1st Floor, Vinayaka Apartments, Vinayaka Layout, Basaveshwaranagar, Bangalore 560079

FACTORIES

Stove Kraft Private Limited 81, Harohalli Industrial Area, Kanakpura Taluk, Ramanagar District-562112 Karnataka

102/2/1-2 VPO – Barotiwala, Baddi-174103, Dist- Solan, Himachal Pradesh

BRANCHES

REGISTERED & CORPORATE OFFICE

81/1, Medamarana Halli Village, Harohalli Hobli Kanakpura Taluk, Ramanagar District-562112, Karnataka

Delhi, Uttar Pradesh, Rajasthan, Gujarat, M.P., Maharashtra, Kerala, Tamilnadu, Andhra Pradesh, Telangana, West Bengal, Orrisa, Assam, Chhattisgarh , Jharkhand.

DIRECTORS’ REPORT

Your Directors submit their Nineteenth Annual Report, together with the audited financial statements of the Company for the year ended 31st March 2018.

1. Financial Results

During the year under review, the performance of the Company as per financial statements is as

under: (Rupees in Lacs)

Particulars Year ended 31st March 2018

Year ended 31st March

2017

Revenue from Operations (Net) 53,757.37 51,052.52

Other Income 522.25 267.94

Total Revenue 54,279.62 51,320.46

Total Expenses 53,986.06 51,214.19

(Loss)/Profit (before net exceptional item) 293.56 106.27

(Loss)/Profit (After net exceptional item) 293.56 106.27

Profit/(Loss) before tax 293.56 106.27

Less: Tax Expense (Reversal of excess provision for tax pertaining to previous year)

0.00 (8.52)

Profit/(Loss) after Tax 293.56 114.79

Transfer to General Reserve - -

Add: Balance B/F from the previous year (10,329.37) (10,444.16)

Balance Profit/(Loss) C/F to the next year

(10,035.80) (10,329.37)

Review of Performance

a. During the year under review, the turnover of the Company has increased to Rs. 53,757.37

Lacs as compared to Rs. 51,052.52 Lacs in the previous year .The Company’s profit after tax

has increased from Rs. 293.56 Lacs in the current year as compared to Rs. 114.79 Lacs in the

previous year reflecting an increase of 155%.

b. The Company has increased its profit owing to various corrective measures been undertaken such as reduction of overheads and reduction of Fixed operation cost at Baddi (HP). The Company has taken corrective measures to increase its scale of economies by shifting its major operations to Bangalore facility except the LPG stove production. The Company is vigorously pursuing various other steps to improve sales coupled with other austerity measures.

c. The Company has penetrated into the rural markets directly and the efforts put in over the

last few years has started yielding results especially in northern and western parts of India.

The Company has made its footprints to 12 exporting countries, which would yield results in

days to come. Though the metal prices hardened during the year, the favourable exchange

rates for most part of the year had a positive impact on costs. There was marked improvement

in the operational efficiencies due to higher capacity utilization and general improvement in

productivity.

2. State of Company’s Affairs & Future Outlook

Stovekraft Private Limited am (ISO 9001:2015) certified company is engaged in the business of

kitchen and home appliances under the flagship brands namely Pigeon, Gilma and Black & Decker,

each having a unique customer proposition and high quality product delivery. We at Stovekraft offer

premium kitchen solutions through our wide range of products including pressure cookers, non-

stick cookware, gas and induction cooktops and mixer grinders among others.

The company is constantly working towards its vision of establishing the brand “STOVEKRAFT” as

a global brand, known for its values, assertiveness and the acumen to adapt to an ever-changing

environment.

The company has the following manufacturing capacities:

Sr.

No

Particulars Units

1 Non-Stick Cookware (Spray Coating & Roller

Coating)

8.4 million units

2 Induction Cook-tops 0.60 million units

3 Pressure Cookers 3.0 million units

4 Mixer Grinder 0.60 million units

5 LPG Stoves (Inclusive of Glass tops) 4.20million units

3. Dividend

In view to conserve the resources of company for future planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31s, 2018.

4. Deposits

Pursuant to provision of Section 74 of the Companies Act, 2013, the Company has not accepted any

deposits during the financial year ended March 31, 2018.

5. Transfer to Reserves

The Company has not transferred any amount to the Reserves during the year.

6. Extract of Annual Return

The extract of Annual Return, in form MGT-9 for the financial year 2017-18 has been enclosed with

this report attached as Annexure I and copy of the same is uploaded on Company’s website:

www.stovekraaft.com.

7. Number of Board Meetings

During the Financial Year 2017-18, the Board met Five (5) times. The intervening gap between the

Meetings was within the period-prescribed limits under the Companies Act, 2013 Attendance of

directors during year.

Name of the Director

Date of Board Meeting & Attendance

24.04.2017 05.07.2017 01.09.2017 17.11.2017 12.03.2018

Mr. Rajendra Gandhi

√ √ √ √ √

Mr. Abhay Kumar Pandey

LOA √ LOA √ √

Ms. Neha Gandhi

√ √ √ √ √

8. Share Capital/Issue Of Equity Shares With Differential Voting Rights

The Share Capital of the Company as on 31.03.2018 is Rs. 200,000,050 comprising of 19,999,995 Equity

shares of Rs.10/- & 10 Class A Equity shares capital of Rs.10/- each. The Issued, Subscribed and Paid

up Equity Share Capital of the Company as on 31st March 2018 is Rs.189,001,100/-consisting of

18,900,100 Equity shares of Rs. 10/- each and 10 Class A Equity Shares of Rs.10/- each.

During the year under review, the Company has not issued any shares or granted any stock options

or sweat equity.

9. Particulars Of Employees

The Company being a Private Company, disclosure under section 197(12) with regard to ratio of

remuneration of Directors to median employee’s remuneration is not applicable.

During the year, there are no employee who were in receipt of remuneration of Rs. 8.50Lacs for any

part of the year or Rs. 102 Lacs per annum under review pursuant to section 134(3) (q) of the

Companies Act, 2013 read with Rule 5(2) & (3) the Companies (Appointment & Remuneration of

Managerial Personnel) Rules, 2014.

10. Particulars of loans, guarantees or investments under section 186

a. Details of Loans: the Company has not made any loans during the year.

b. Details of Investments: -

Note: The Company (Stovekraft Private Limited) had invested a sum of Rs. 75,000 for 37.5% paid-up equity share capital of Pigeon Appliances Private Limited (PAPL). The business operations of PAPL is controlled by the majority shareholders of PAPL. During the previous year, the Company had noted certain irregularities in the business operations of PAPL and use of trademarks registered in the name of the Company, without the consent of Stovekraft Private Limited. The Company had initiated legal action against PAPL for irregularities noted in the business operations and unauthorized use of trademarks. On prudence basis, provision for non-current investments in equity share capital of PAPL had been made.

c. Details of Guarantee / Security Provided:

The Secured long term loans availed from the banks are secured by way of hypothecation of moveable properties (both present and future), equitable mortgage of immovable properties (both present and future) of the company and personal guarantee of Mr. Rajendra Gandhi (Managing Director) Mrs. Sunita Rajendra Gandhi & Neha Gandhi.

11. Particulars of contracts or arrangements with related parties:

The Company has entered into contract or arrangements with related parties referred to in sub-

section (1) of section 188 of the Companies Act, 2013 in the ordinary course of business for company

specific products at arm’s length transactions. Details of the same is enclosed as Annexure-I

12. Explanation to Auditor’s Remark

The Report of the Auditors and their observations and notes to the accounts of the Company for the

year under review are attached herewith which are self-explanatory and does not require further

explanation.

Sr

No

Details of Investee Amount

(Rs)

Purpose for

which the

proceeds

from

investment is

proposed to

be utilized by

the recipient

Date of

SR (if

reqd)

Expected

rate of

return

1 Partnership with

Stovekraft India

15,51,54,260 Utilization

of the Assets

N/A N/A

2 Pigeon Appliances

Private Limited

75,000 Purchase &

Sale of Mixer

Grinder

N/A N/A

3 Vyshali Energy

Private Limited

108,000 Procurement

of Captive

Powers

N/A N/A

13. Material changes and commitments, if any, affecting the financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company

which have occurred between financial year ended 31.03.2018 and the date of this report.

14. Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and

Outgo

The prescribed particulars under Rule 8(3) of The Companies (Accounts) Rules, 2014 relating to

conservation of energy, technology absorption, foreign exchange earnings and outgo, are furnished

in the Annexure II to this Report.

15. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary and Joint Venture except an Associate company “Pigeon

Appliances Private Limited” (PAPL) in which the Company Stove Kraft Private Limited (SKPL)

holds 37.5% shares of the total paid up capital.

16. Risk Management Policy

Derivative Contracts

The Company enters into derivative contract in the nature of foreign currency swaps, currency

options, forward contracts with an intention to hedge its existing assets and liabilities, firm

commitments and highly probable transactions. Derivative contracts, which are closely linked to the

existing assets and liabilities, are accounted as per the policy stated for Foreign Currency

Transactions and Translations.

All other derivative contracts are marked-to-market and losses are recognized in the Standalone

Statement of Profit and Loss.

Hedging Policy:

In order to cover risk against foreign exchange fluctuations, the Company would obtain from time

to time the appropriate forward covers from its Bankers for all foreign exchange transactions as per

the Management assessment

17. Details of Directors and Key Managerial Personnel

The changes occurred on the Board and the KMP during the year under review is as represented in

the table below:-

S. No

Name of the Director/KMP

Appointment/ Re-

Appointment/ Cessation

Designation Date of appointment/

Re-Appointment/

Cessation

1 Mr. Vivek Mishra Cessation Company Secretary

30/04/2018

2 Mr. Lakshmikant Gupta

Appointment Independent Director

11/05/2018

3 Mr. Rajiv Mehta Nitinbhai

Appointment Independent Director

11/05/2018

4 Ms. Rehana Anna Rajan

Appointment Company Secretary & Compliance Officer

15/05/2018

5 Mr. Shashidhar SK Appointment Chief Financial Officer

02/07/2018

18. 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

1. National Company Law Tribunal, Bangalore Order in case of Pigeon Appliances Private

Limited (PAPL):

Mr. Rajendra Gandhi, Managing director of Stovekraft Pvt Ltd, is also a Non-executive Director on

the Board of Pigeon Appliances Private Limited (referred as PAPL). As a result of certain disputes,

which have arisen between PAPL and Stovekraft Pvt Ltd, PAPL has not filed its financial statements

for the financial year 2014-15, 2015-16 & 2016-17 as required in terms of Section 137 of the Companies

Act 2013. The last date for PAPL to file financial statements with the Registrar of Companies(ROC)

for the financial year 2016-17 expired on October30,2017, as result of which the provisions pertaining

to disqualification of Directors under section 164(2) and vacation of Office of Director under section

167(1) of the Companies Act 2013 was attracted. The Company and Mr. Rajendra Gandhi filed a

petition before the National Company Law Board Tribunal (NCLT) Bangalore, on November 22, 2017

against PAPL, followed by another interim application on May30, 2018, praying, inter alia, that the

NCLT direct the ROC to maintain status quo by not disqualifying Mr. Rajendra Gandhi from

directorships of other Companies (Other than PAPL), until the disposal of the main petition. The

NCLT, in its interim order dated July 18, 2018 has directed the ROC, not to disqualify Mr. Rajendra

Gandhi as a Director on the Board of Stovekraft Pvt Ltd.

2. In the Court of XVIII Additional City Civil Judge at Bengaluru:

Order No.OS2997/2015 dated 18 August, 2015 against PAPL for passing off, misuse and

misrepresentation etc. of brand ‘Pigeon’ which is a TM owned by the company

Stove Kraft faced an unethical business challenge for the registered Trade Mark of the Company –

‘Pigeon’ from a partly owned group company M/s Pigeon Appliances Private Limited. The day-to-

day operations of PAPL are managed by its director Mr. Anraj Bhandari. Mr. Bhandari believed that

he could benefit by passing off, infringing upon and unethically hijacking the brand name and

registered trademark ‘Pigeon’ which is owned by Stove Kraft Private Limited.

The Company took legal recourse vide OS2997/2015 and the Honorable Additional City Civil Court,

Bangalore, upheld our contention, being pleased to first passing an immediate ex-parte temporary

injunction order during April 2015 and subsequently the temporary injunction order is now

CONFIRMED until the completion of the trial. The court appointed a ‘Court Commissioner’ and he

seized significant stocks of infringing goods at Bangalore & Andhra Pradesh. Essentially Pigeon

Appliances Private Limited cannot sell any product, manufacture for either its own brand/model or

for contract supply as OEM under the name and style of the company, cannot advertise, cannot

correspond using the infringing name – ‘Pigeon Appliances Private Limited’. Legally, they are

required to implement this order and recall infringing goods and media and any other products

anywhere.

19. Statement in respect of Adequacy Of Internal Financial Controls With Reference to Financial

Statement

The Company has adequate internal control system commensurate with the size of the company and

the nature of its business with regard to purchases of inventory and Fixed Assets and the sale of

goods during the year we have not observed any major weakness in such internal control system.

20. Disclosures under Sexual Harassment of Women At Workplace (Prevention, Prohibition &

Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th

December, 2013. Under the said Act, every company is required to set up an Internal Complaints

Committee to look into complaints relating to sexual harassment at work place of any women

employee.

The Company is committed to provide a safe and conducive work environment to its employees. In the light of the same, the Company has adopted a policy for Prevention of Sexual Harassment of Women at workplace in the board meeting held on 21st February 2014, and has set up Committee for implementation of said Policy. During the year under review, the Company has not received any complaint of harassment. The Sexual Harassment Policy is made available on the website of the Company www.stovekraft.com

21. Disclosure on Establishment of Vigil mechanism Committee

The Company has constituted a Vigil Mechanism Committee under Section 177(9) of the Companies

Act 2013, for hearing the grievances of the employees/directors or any other person working in the

Company and to take necessary steps to resolve the issues amicably and to award offences of serious

nature with appropriate punishment. The Board is in the process of identifying appropriate person

to head the Committee.

The Company has adopted a policy for Vigil Mechanism Policy (Whistle Blower) in the Board Meeting held on July 2017 and amended on 10 July 2018. During the year under review, the Company has not received any complaint or grievances. The Vigil Mechanism Policy (Whistle Blower) is made available on the website of the Company www.stovekraft.com

22. Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants with (FRN: 008072S) were appointed as Statutory Auditors of the Company at the Annual General Meeting held in the year 2014-15 for a

term of 5 (five) consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors requires ratification by Members at every Annual General Meeting. In accordance with the Companies Amendment Act, 2017, enforced vide notification dated 7th May, 2018 by the Ministry of Corporate Affairs, e requirement of ratification of Auditors’ appointment by the shareholders at every Annual General Meeting has dispensed with. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report

23. Internal Auditors

The Board of Directors has appointed M/s Manian & Rao, Chartered Accountants with

(FRN:001983S) having address at No. 361 Floor I, 7th Cross, Jayanagar 1st Block, Bangalore, 560011

as the Internal Auditors of the Company for the financial year 2017-18 pursuant to Section 138 of the

Companies Act, 2013. The Company has received consent from Messrs. Manian & Rao for their

appointment.

24. Cost Auditor.

M/s. GS & Associates, Cost Accountants with (FRN: 00301) are appointed as the Cost Auditors to conduct the Cost audit of the Company for the financial year 2018-19. The Company has received the non-disqualification certificate from the Auditor under Section 141 of the Companies Act, 2013.

M/s. GS & Associates, Cost Accountants carried out the audit for the applicable business for the year under review.

25. Directors’ Responsibility Statement

In accordance with the provision of Section 134(5) of the Companies Act, 2013, your directors confirm

that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2018 the

applicable accounting standards had been followed along with proper explanation relating to

material departures;

(b) That they 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 at the end of the financial year 31st March, 2018 and of the profit and

loss of the company for that period;

(c) That they have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the

company and for preventing and detecting fraud and other irregularities;

(d) That they have prepared the annual accounts on a going concern basis; and

(e) They have laid down internal financial controls to be followed by the Company and that such internal Financial controls are adequate and are operating effectively; and

(f)The directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively

26. Statement of Declaration by Independent Directors

All the Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. The terms and conditions of appointment of the Independent Directors are posted on the website of the Company www.stovekraft.com

27. Acknowledgements

Your Directors place on record their profound appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. It will be your Company’s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. Your Directors also take this opportunity to thank all the shareholders, Clients, Vendors, the Bankers, Government and Financial Institutions of the Company for their continued confidence and trust placed with the Company

For and on behalf of the Board of Directors

Sd/- Sd/- Rajendra Gandhi Neha Gandhi

Managing Director Director DIN: 01646143 DIN:07623685 Date: 26.07.2018 Place: Bangalore

Annexure I

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on Financial Year ended on 31st March, 2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management

& Administration) Rules, 2014 I. REGISTRATION & OTHER DETAILS:

1. CIN U29301KA1999PTC025387

2. Registration Date 28th June,1999

3. Name of the Company Stove Kraft Private Limited

4. Category/Sub-category of the

Company

Company Limited by Shares/ Indian Non-

Government Company

5. Address of the Registered office &

contact details

81/1, Medamarana Halli Village, Harohalli

Hobli, Kanakpura Taluk , Ramanagar

District-562112, Karnataka

Tel:+91 8028016222

Email: cs@stovekraft.com

6. Whether listed company Unlisted

7. Name, Address & contact details of

the Registrar & Transfer Agent, if

any.

N/A

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities

contributing 10 % or more of the total turnover of the company shall be stated)

S.

No.

Name and Description of main

products / services

NIC Code of the

Product/service

% to total turnover

of the company

1 Pressure Cooker 28997 17%

2 LPG Stoves 29302 30%

3 Non Stick Cookwares 28997 18%

III. PARTICULARS OF HOLDING , SUBSIDIARY AND ASSOCIATES COMPANIES

Sr. No. Name, Address of

the Company

CIN/GLN Holding/ Subsidiary/ Associate

% of Shares held

Applicable Section

1 Pigeon Appliances Private Limited

U31909KA2003PTC031896 Associate 37.5%

Sect 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 1-April-2017]

No. of Shares held at the end of the year [As on 31-March-2018]

% Change

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF

0 18443922 18443922 97.59 0 18443922 18443922 97.59 0.00

b) Central Govt

0 0 0 0.00 0 0 0 0.00 0.00

c) State Govt(s)

0 0 0 0.00 0 0 0 0.00 0.00

d) Bodies Corp.

0 0 0 0.00 0 0 0 0.00 0.00

e) Banks /FI 0 0 0 0.00 0 0 0 0.00 0.00

f) Any other

0 0 0 0.00 0 0 0 0.00 0.00

Total shareholding of Promoter (A)

0 18443922 18443922 97.59 0 18443922 18443922 97.59 0.00

B. Public Shareholding

1.Institutions

a) Mutual Funds

0 0 0 0.00 0 0 0 0.00 0.00

b) Banks / FI

0 0 0 0.00 0 0 0 0.00 0.00

c) Central Govt

0 0 0 0.00 0 0 0 0.00 0.00

d) State Govt(s)

0 0 0 0.00 0 0 0 0.00 0.00

e) Venture Capital Funds

0 0 0 0.00 0 0 0 0.00 0.00

f) Insurance Companies

0 0 0 0.00 0 0 0 0.00 0.00

g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00

h) Foreign Venture Capital Funds

0 456188 456188 2.41 0 456188 456188 2.41 0.00

i) Others (specify)

0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (B)(1):-

0 456188 456188 2.41 0 456188 456188 2.41 0.00

2. Non-Institutions

0.00 0.00

a) Bodies Corp.

0.00 0.00

i) Indian 0 0 0 0.00 0 0 0 0.00 0.00

ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00

b) Individuals

0.00 0.00

i) Individual shareholders holding nominal share capital up to Rs. 1 lakh

0 0 0 0.00 0 0 0 0.00 0.00

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

0 0 0 0.00 0 0 0 0.00 0.00

c) Others (specify)

Non Resident Indians

0 0 0 0.00 0 0 0 0.00 0.00

Overseas Corporate Bodies

0 0 0 0.00 0 0 0 0.00 0.00

Foreign Nationals

0 0 0 0.00 0 0 0 0.00 0.00

Clearing Members

0 0 0 0.00 0 0 0 0.00 0.00

Trusts 0 0 0 0.00 0 0 0 0.00 0.00

Foreign Bodies - D R

0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (B)(2):-

0 0 0 0.00 0 0 0 0.00 0.00

Total Public Shareholding (B)=(B)(1)+ (B)(2)

0 456188 456188 2.41 0 456188 456188 2.41 2.41

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A+B+C)

0 18900110 18900110 100.00 0 18900110 18900110 100.00 100

B) Shareholding of Promoter

SN Shareho

lder’s Name

Shareholding at the beginning of the year 01-April-2017

Shareholding at the end of the year 31-March-2018

% change in shareholding during the year

No. of Shares

% of total Shares of the company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

1 Rajendra Gandhi 18,184,622 96.21 0 18,184,622 96.21 0

0.00

2 Sunita Rajendra Gandhi 2,59,300 1.37 0 2,59,300 1.37 0

0.00

C) Change in Promoters’ Shareholding (please specify, if there is no change

SN

Particulars Shareholding at the beginning of the year As on 01-April-2017

Cumulative Shareholding during the

year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1 Rajendra Gandhi

At the beginning of the year: No Change

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): No Change

At the end of the year: No Change

2 Sunita Rajendra Gandhi

At the beginning of the year: No Change

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):No Change

At the end of the year: No Change

D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of

GDRs and ADRs

SN

For Each of the Top 10 Shareholders Shareholding at the beginning of the year

Cumulative Shareholding during

the year No. of

shares % of total

shares of the

company

No. of shares

% of total shares of

the company

1 Sequoia Capital India Growth Investment Holdings I

At the beginning of the year 228094 1.21 228094 1.21

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

-

- -

-

At the end of the year 228094 1.21 228094 1.21

2 SCI Growth Investments II

At the beginning of the year 228094 1.21 228094 1.21

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc

- - -

At the end of the year 228094 1.21 228094 1.21

E) Shareholding of Directors and Key Managerial Personnel:

SN

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year As

on 01-April-2017

Cumulative Shareholding during

the year

No. of shares

% of total shares of

the company

No. of shares

% of total

shares of the compa

ny

1 Rajendra Gandhi

At the beginning of the year 18184622 96.21 18184622 96.21

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

- - -

-

At the end of the year

18184622 96.21 18184622 96.21

2 Neha Gandhi

At the beginning of the year - - - -

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change

- - - -

At the end of the year - - - -

3 Abhay Kr. Pandey

At the beginning of the year - - - -

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)

- - - -

At the end of the year - - - -

4 Chief Financial Officer

At the beginning of the year - - - -

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

- - - -

At the end of the year - - - -

5 Company Secretary

At the beginning of the year - - - -

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

- - - -

At the end of the year - - - -

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not

due for payment.

Particulars

Secured

Loans

excluding

deposits

Unsecured

Loans Deposits

Total

Indebtedness

Indebtedness at the beginning

of the financial year

i) Principal Amount

ii) Interest due but not paid 870500245 126,618,120 169040612 1039540857

iii) Interest accrued but not due - 0

Total (i+ii+iii) - 0

Change in Indebtedness during

the financial year 870500245 126,618,120 169,040,612.00 10,39,540,857

* Addition -

Reduction 93189332 - 47,090,000.00

Net Change - 24,842,699.00

Indebtedness at the end of the

financial year 93189332 - 22,247,301.00

i) Principal Amount -

ii) Interest due but not paid 963689577 126,618,120 146,793,311.00 1110482888

iii) Interest accrued but not due - 1,472,385.00 1,472,385.00

Total (i+ii+iii) 963689577 126,618,120 148,265,696.00 1,111,955,273.00

XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of Managing Director Total Amount

Rajendra Gandhi

1 Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

80,30,083 80,30,083

(b) Value of perquisites u/s 17(2) Income-

tax Act, 1961

- -

(c) Profits in lieu of salary under section

17(3) Income- tax Act, 1961

- -

2 Stock Option - -

3 Sweat Equity - -

4 Commission

- as % of profit

- others, specify…

- -

5 Others, please specify

- - Total (A)

80,30,083 80,30,083

*Ceiling as per the Act

N/A N/A

Note: * The Ceiling limit as per Companies Act, 2013 is not applicable on the Private Companies for

calculating the salary/remuneration.

B. Remuneration to other directors

SN. Particulars of

Remuneration

Name of Directors Total

Amount

Neha Gandhi Abhay

Kumar

Pandey

1 Independent Directors - - - -

Fee for attending

board committee

meetings

- - - -

Commission - - - -

Others, please specify - - - -

Total (1) 0 0 0 0

2 Other Non-Executive /

Executive Directors

18,66,416 - 18,66,416 18,66,416

Fee for attending

board committee

meetings

- - - -

Commission - - - -

Others, please specify - - - -

Total (2) -

Total (B)=(1+2) 18,66,416 - 18,66,416 18,66,416

Total Managerial

Remuneration

18,66,416 - 18,66,416 18,66,416

Overall Ceiling as per

the Act

N/A N/A N/A N/A

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN-

MD/MANAGER/WTD

Sr. No Particulars of Remuneration

CFO CS Total

Vivek

Mishra

1 Gross salary -

(a) Salary as per provisions

contained in section 17(1) of

the Income-tax Act, 1961

9,13,818 9,13,818

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961

- -

(c) Profits in lieu of salary

under section 17(3) Income-

tax Act, 1961

2 Stock Option - -

3 Sweat Equity - -

4 Commission - -

- as % of profit - -

Others specify… - -

5 Others, please specify - -

Total - 9,13,818 9,13,818

XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: N/A

Type Section of the

Companies Act

Brief Descript

ion

Details of Penalty/

Punishment/

Compounding fees imposed

Authority

[RD/NCLT/COU

RT]

Appeal made, if any

(give Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

Annexure II

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO, ETC.

A. Conservation of Energy:

(A) Conservation of Energy:

(i) the steps taken or impact on conservation of energy;

The company has manufacturing units in Bangalore (Karnataka) and Baddi (Himachal Pradesh) and is consistently taking steps for conservation of energy. The company has Diesel Generators and Power controlled equipment’s installed in Bangalore and Baddi manufacturing Plants for units to supplement energy requirements. The company has made a total investment of Rs.525,000/- on the same energy supplements.

(ii) the steps taken by the company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology Absorption:

(i) Efforts made towards technology absorption:

The Company has imported technology from (AMV) for manufacturing of various kitchen appliances e.g. Roller Coating Unit etc..

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

Design and development of manufacturing tools and moulds for non-stick cookware.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) Details of technology imported Design and development of manufacturing tools and moulds for non-stick cookware.

(b) Year of import 31st August 2012

(C) Whether the technology been fully absorbed

Yes

(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof.

N/A

(iv) the expenditure incurred on Research and Development.

Rs. 87,376,583/-

(C) Foreign Exchange Earnings and Outgo:

Actual Inflows(Exports) Rs. 294,464,161

Actual Outflows (Imports) Rs. 104,73,83,612/-

Actual Outflows (Expenses) Rs. 15,934,601/-

Annexure - III

Form No. AOC-2

Disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length

transactions under third proviso thereto:

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

(a) Name(s) of the related party and nature of relationship - N.A.

(b) Nature of contracts/arrangements/transactions - N.A.

(c) Duration of the contracts / arrangements/transactions- N.A.

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

- N.A.

(e) Justification for entering into such contracts or arrangements or transactions- N.A.

(f) Date(s) of approval by the Board - N.A.

(g) Amount paid as advances, if any - N.A.

(h) Date on which the special resolution was passed in general meeting as required under

first proviso to section 188- N.A.

2. Details of material contracts, arrangement, or transactions at arm’s length basis:

Sr. No

Particulars Details

1 Name(s) of the related party and nature of relationship

Shinag Allied Enterprises Private Limited

Sunita Gandhi

SK India

Directors Brother’s Wife is the Director of the Company

Director’s Wife

Director is one of the Partner

2 Nature of contracts/ arrangements/transactions

Purchase and/or sale of Kitchen and Cookware appliances.

Payment of Rent

Payment of Lease

3 Duration of the contracts / arrangements/transactions

01/04/2017 to 31/03/2018

2 Years 01/04/2016 to 31/03/2018

3Years 1 months 01.04.2017 To 31.12.2020

5 Salient terms of the contracts, arrangements, or transaction including the value, if any.

All sale and purchase of goods and materials are at Arms’s length basis 1,50,00,000.

Lease Agreement Rs.50000p.m

Lease Agreement Rs. 2,20,000p.m

6 Date(s) of Approval by the Board

30/09/2016 12/03/2018

7 Amount paid as advance, if any

N.A. N.A N.A

For and on behalf of the Board of Directors

Sd/- Sd/- Rajendra Gandhi Neha Gandhi

Managing Director Director DIN: 01646143 DIN: 07623685 Registered office Add: 81/1, Medamaran halli Village, Harohalli Hobi, Kanakpura Taluk, Ramanagar District 562112, Karnataka Date: 26.07.2018 Place: Bangalore

Annexure-IV

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

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

Part “A”: Subsidiaries --N.A

(Information in respect of each subsidiary to be presented with amounts in Rs.) 1. Sl. No. 2. Name of the subsidiary : 3. The date since when subsidiary was acquired: 4. Reporting period for the subsidiary concerned, if different from the holding company’s

reporting period. : 5. Reporting currency and Exchange rate as on the last date of the relevant Financial year

in the case of foreign subsidiaries. 6. Capital of the Firm : 7. Reserves and surplus: 8. Total assets: 9. Total Liabilities: 10. Investments: 11. Turnover: 12. Profit/(Loss) before taxation: 13. Provision for taxation: 14. Profit/(Loss)after taxation: 15. Proposed Dividend : 16. Extent of shareholding (in percentage) : Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations 2. Names of subsidiaries, which have been liquidated or sold during the year.

Part “B”: Associates and Joint Ventures

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

Name of Associates/Joint Ventures

Pigeon Appliance Pvt. Ltd.

1. Latest audited Balance Sheet Date

Not Audited on account of reason mentioned in audited Balances sheet of the Company at Note 13

2. Shares of Associate/Joint Ventures held by the company on the year end

No. 7500

Amount of Investment in Associates/Joint Venture

75000

Extend of Holding % 37.5%

3. Description of how there is significant influence

Associate

4. Reason why the associate/joint venture is not consolidated

Reason mentioned in audited Balances sheet of the Company at Note 13 (i)

5. Networth attributable to Shareholding as per latest audited Balance Sheet

Not applicable

6. Profit / Loss for the year

i. Considered in Consolidation No

i. Not Considered in Consolidation yes

1. Names of associates or joint ventures, which are yet to commence operations: NIL

2. Names of associates or joint ventures, which have been liquidated or sold during the year: NIL Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified”.