IP Rings Ltd Management Discussions.

Industry Structure & Developments:

The Indian economy demonstrated its resilience by absorbing dramabcchange brought in bydemonebsallon and introduction ofGST and has regained its status as the fastest growing major economy. The Indian auto-<Xlmponents industry has experienced healthy growth over the last few years and accoonted for marginal growth of Indias GDP in 2018-19. Growth in Auto Components production in 2018-19was arourw:112-14% on the back ofrobost growth in domestc and export markets.

Favourable government policies such as Auto Polley, Automotive Mission Plan (AMP) 2016-2026, National Automotive Testing and R&D Infrastructure Projects (NATRIPs) have helped the Indian Auto Components Industry to achieve considerable growth. The government also extended the FAME (Faster AdopOOn and Manufacturing of (Hybrid &) Electric Vehicles) Scheme from September 2018 to March 2019. India is emerging as gklbal hub for auto components sourcing. A cost-effective manufacturing base keeps costs lower by 10-25 per amt relative to operaOOns in Europe and Latin Amenca. RelaUve to competitors, India is geographicaly closer to key automotive markets like the Middle East and Europe.

A stable government framework, increased purchasing power, large domestic market, and an ever increasing devek>pment in llfrastructure have made India a favourable desbnaUon for investment 100% FOi is allowed under automatic route for auto components sector in India. Opportunities and Threats: The Indian auto-components industry rs set to become the third largest in the world by 2025. Indian auto-component makers are wel poolioned to benefit from the globalisation of the sector as export potenbal could be increased by up to USS 30 billion by 2021. SIAM has prechcted between 3 to 4 percent growth for PVs in 2019-20 and 5-7 percent for two wheelers, nearly the same as the growth registered in 2018-19. The export performance is anticipated to be more exerting in the coming days as the overall automobile exports during 2018-19 shot by 14.50% over the previous year. Unforeseen chaUenges in terms of an additional burden levied under the new insurance pdicy, growing pain in rural and semi urban India, pressure on job fronts, rising cost of fuel, constraints on loan disbursements as per the RBI restrictive credit policy have largely been cited as the reasons for slouch II domesbc vehicle sales growth. Segment-wise Product Performance: The companys products are all auto components and come under the single product segment. Oudook: India is expected to become the 4th largest automobiles producer globaly by 2020 after China, US & Japan. The auto components industry is also expected to become the 3rd largest in the world by 2025. Many MNCs Ike Ford, Hyundai, Toyota & GM are launching new vehicle models due to their earlier success in the Indian market.

The auto-components industry is expected to folow OEMs in adoption of electric vehicle technologies. The global move towards electric vehicles will generate newopportunllies for automotive suppliers. Your Company has the ftexibHity to constanUy innovate and adapt to changes in market demand or customer requirements - be ii in the operating environment, customer preferences, competition, distribution channel or supply chain. Despite the chaleoges ahead, your Company is wel set to buid a perspective on the growing trends. Risks and Concerns: Cheap Imports, Increased Competition, New Powertrains and Regulations, Globa zation and Conso dation of Platfoons are the major risks faced by the industry as a whole. The industry efforts to mitigate the above risks along with policy measures of the government NOUld determine the impact of the above nsks on the industry going forward. Internal Control Systems: Your company maintains an adequate and effective internal control system to commensurate with its size and com?9xity. An ndependent Internal Audit function is an important element of your Companys internal control system.

The internal control system is supplemented through an extensive internal audit program and periodic review by management and audit committee. Financial Performance: Your Company posted a remarkable perfonnance, growing by 2.61% in terms of tum over compared to the previous fiscal. Your Company ended the year with a PBT of Rs. 1,103.27 lakhs wtiile compared to a PBT ofRs.1,013.87 lakhs recorded in the previous year. Al the manufactLKing units of the Company have contributed significanUy to the growth of the Company. Human Resource: Health, Safety, Security and environment is a core value of your Company. The health, safety and security of everyone who works for your Company, is critical to the success of its business. Employee training is continuing to rec.eive top priority in the Managements efforts to reach Wortd Class Standards. Systematic training is given at all levels to improve the knowledge and skil level of al employees. Industrial Relations: Industrial relations during the year were cordial. Corporate Social Responsibility: Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Respons1b1 ty Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility Committee, but the company was not required to spend any amount towards CSR. 10YearRecord: A chart showing 10 years performance is appended forming part of this Report.

Secretarial Audit Report

(For the Financial year ended on March 31, 2019) [Pursuant to Section 204(1) of the Companies Act, 2013 and

Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members IP Rings Limited

D 11-12, Industrial Estate, Maraimalai Nagar, Kancheepuram District - 603209.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by IP Rings Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, tis officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that m our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by IP Rings Limited (The Company")forlhe period ended on March 31, 2019according to the provisions of: I. The CompaniesAct, 2013 and the Rules made thereunder to the extent they were in force during the period under report; II. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made thereunder; Ill. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; IV. Foreign Exchange Management Act, 1999 ( FEMA ) and the Rules and Regulations made thereunder lo the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 fSEBI Act) to the extent applicable lo the Company :-

( a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; presently, (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board oflndia (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreements entered into by the Company with Stock Exchange(s);

(e} The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; pre sen Uy, (Share Based Employee Benefits) Regulations, 2014;

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

(g} The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the CompaniesActand dealing with dient;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 VI Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board Meetings, General Meetings and Dividend. During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, Listing Agreements etc mentioned above, to the extent applicable.

2. We further report that based on the information received and records maintained there are adequate systems and processes in place to monitor and ensure oompliance with the below mentioned laws and also al other applicable laws, rules, regulations and guidelines.

(a) FactoriesAct, 1948

(b) Payment Of Wages Act, 1936, and rules made thereunder,

(c) The MinimumWagesAct, 1948, and rules made thereunder,

(d) Employees State Insurance Act, 1948, and rules made thereunder,

(e) The Employees Provident Fund and M1sceUaneous Provisions Act, 1952, and rules made thereunder,

(f) The Paymentof BonusAct, 1965, and rules made thereunder,

(g) Payment of Gratuity Act, 1972, and rules made thereunder,

(h) The Water(Prevention & Control of Pollution)Act, 1974, Read with Water(Prevenlion & Control of Polution) Rules, 1975.

(i) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal )Act, 2013

3. We further report that the Company has, in our opinion, oomplied with the provisions of the Companies Act, 2013 and the Rules made thereunder to the extent they were in force during the period under report with regard to:

(a) maintenance of various statutory registers and documents and making necessary entries therein;

(b) closure of the Register of Members.

(c) filing of forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government;

(d) service of documents by the Company on its Members, Auditors and the Registrar of Companies;

(e) issuing notice of Board meetings and Committee meetings of Directors;

(f) proceedings at the meetings of Directors and Committees of Directors including passing of resolutions by circulation;

(g) theoonductofthe 27th Annual General Meeting held on 26th July, 2018;

(h) maintenance of minutes of proceedings of General Meetings and of the Board and its Committee meetings;

(i) approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever required;

(j) oonstitution of the Board of Directors I Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-time Directors;

(k) passing of resolutions by postal ballot.

(I) payment of remuneration to Directors including the Managing Director and Whole-time Directors,

(m) appointment and remuneration of statutory Auditors and Cost Auditors;

(n) transfers and transmissions of the Companys shares and issue and dispatch of duplicate certificates of shares;

(o) transfer of certain amounts and shares to the Investor Education and Protection Fund and uploading of details of unpaid and unclaimed dividends on the websites of the Company and the Ministry of Corporate Affairs;

(p) borrowings and registration, modification and satisfaction of charges wherever applicable;

(q) investment of the Companys funds including investments and loans to others;

(r) form of balance sheet as prescribed under Part I, form of statement of profit and loss as prescribed under Part II and General Instructions for preparation of the same as prescribed in Schedule Ill to the Act;

(s} Directors report to the shareholders; (t) contracts, common seal. registered office and publication of name of the Company; and

(u) Generally, all other applicable provisions of the CompaniesAct, 2013 and the Rules made thereunder.

4. We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NoA-Executive

Directors and Independent Directors and there is no changes in the composition of the Board of Directors during the period under review. Notice of all the Board meetings was given to all the Directors, alongwith agenda and detailed notes on agenda alleast seven days in advance and a proper system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting to enable meaningful participation at the meeting.

Majority decisions were carried through and a proper system exists for capturing and recon:lirlQ the dissenting members views aspartoftheminutes.

The Company has obtained all necessary approvals under the various provisions of the Companies Act, 2013 to the extent applicable; There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Companies Act, 2013, SEBI Act, SCRA, Depositories Act, 1996, FEMA, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against/ on the Company, its Directors and Officers. The Directors have complied with the disclosure requirements in respect of their eligibility for appointment, their independence, wherever applicable and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel; The Company has not declared or paid any Dividend during the period under report; and The Company has borrowed money through the ECB (External Commercial Borrowings) route during the period under report and have complied with the provisions of the FEMA, 1999 and the Rules and Regulations made under that Act to the extent applicable. There were no Foreign Direct Investment and Overseas Direct Investment during the period under report.

5. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings, as applicable

6. The Company has complied with the provisions of the Securities Contracts (Regulalion)Act, 1956 and the Rules made under that Act.

7. We further report that the Company has complied with the provisions of the Depositofies Act, 1996 and the Byelaws framed thereunder by the Depositories with regard to dematerialization I rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company.

8. The Company has complied with the requirements under the Equity Listing Agreements entered into with the BSE Limited;

9. The Company has complied with the provisions of The Securities and Exdlange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 10. The Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; including the provisions with regard to disclosures and maintenance of records required under the said Regulations; 11. The Company has complied with the provisions of The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. We further report that based on the information received and records maintained there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with all other applicable laws, rules, regulations and guidelines.

For L K & Associates
Company Secretaries
Place: CHENNAI LALITHA KANNAN
Date: 03-05-2019 C.P. 1894