Pagaria Energy Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present Twenty Seventh Annual Report together with Audited Financial Statements for the financial year ending 31st March2018.

FINANCIAL RESULTS

The Financial Results for the year under review are given below:

(Rs. In Lacs)
Particulars Year ended 31.03.2018 Year ended 31.03.2017
Total Revenue 125.88 185.84
Profit before tax 3.57 3.16
Less : Provision for Taxation
Current Tax 1.33 1.46
Earlier Year Tax 0.05 1.19
Deferred Tax (0.50) (0.53)
Profit after tax 2.69 1.04

DIVIDEND

In order to strengthen the financial position of the company the Board of Directors has decided not to recommend any dividend for the Financial Year ended 31stMarch, 2018 and plough back the profits of the company in its business.

TRANSFER TO RESERVE

The company does not propose to transfer any amount to reserve.

PERFORMANCE

The total revenue for the financial year under review is Rs. 125.88 Lacs against Rs. 185.87 Lacs in previous year. During the year, the Company has earned Profit after Tax of Rs.2.69 Lacsin comparison to the previous year Profit after Tax of Rs. 1.04Lacs. The directors are hopeful for better performance in the ensuing years.

WEBSITE OF THE COMPANY

The Company maintains a website www.pagariaenergy.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the articles of the Company and the provisions ofthe Companies Act, 2013, Mr. Ranjit Singh Pagaria will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment on the Board of your Company. Your Directors recommend his re-appointment.

EXTRACT OF ANNUAL RETURN

The Extracts of the Annual Return for the financial Year 2017-18 as stipulated in Form-MGT-9 pursuant to sub-section 3 of section 92 of the Companies Act, 2013 and sub rule 1 of rule 12 of the Companies (Management and Administration) Rules, 2014 is given in Annexure I which forms part of thisReport

AUDIT COMMITTEE

The Composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

INDEPENDENT DIRECTORS DECLARATION

The Company has received necessary declaration from all Independent Directors in accordance with section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

According to Regulation 25 of SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 and Schedule IV of the companies Act, 2013 a meeting of the Independent Directors is required to be held to review the performance of the Non- Independent Directors and the Board as a whole. Accordingly a separate meeting of Independent Directors was held on 31st March, 2018 wherein the performance of the Non-Executive Directors and the Boards as a whole was evaluated.

LISTING OF SHARES

Your Company is listed with Delhi Stock Exchange and Bombay Stock Exchange and the Company has paid the listingfees.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary/associate/joint venture company for the year ended 31stMarch, 2018.

STATUTORY AUDITORS

The Auditors of the Company M/s H.R. AGARWAL & ASSOCIATES, Chartered Accountants (Firm Registration No. 323029E) have been appointed at the Annual General Meeting on 30thSeptember2014.TheCompanyhasreceivedconsentoftheAuditorsforConfirmationofofficeforthe current year. Their appointment to the office is subjected to the ratification by the members at the each Annual General Meeting.

The observations of the Auditors as referred to in the Auditors Report are suitably explained in the notes to the account.

SECRETARIAL AUDITOR

The Board of Directors of the Company had appointed M/s. M R & Associates, a firm of Company Secretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for undertaking the secretarial audit of the company for the financial year ended 2017-18. The Secretarial Audit Report in Form MR-3 given by the Secretarial Auditor is given in Annexure II which forms a part of thisreport

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

CORPORATE GOVERNANCE

In accordance with the SEBI (LODR) Regulation, 2015, the Corporate Governance Reportand Auditors Certificate regarding complianceof conditions of Corporate Governance is annexed h e r e t o .

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2 0 1 3, the Board of Directors of the Company hereby state and confirm that

I. In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The directors have selected such accounting policies and applied then 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 of the Company for the year ended on that date.

III. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of those Acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have prepared on a going concern basis.

V. The Directors 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

VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems are adequate and operating effectively.

PUBLIC DEPOSITS

During the year, your Company has not accepted anydeposits from thepublic within the meaning of Section 73 of the Companies Act, 2013 and the rule made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of its paid up share capital, and free reserves including Securities Premium Account or one hundred per cent of its free reserves including securities premium Account, which is more, as prescribed in Section 186 of the Companies Act, 2013

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 134 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013, read with rules made there under, the information relating Conservation of Energy Technology Absorption and Foreign Exchange Earning & Outgo is given in Annexure III. This forms a part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for the assistance, co-operation and whole-hearted support received from Companys bankers, advisors, customers andinvestors and all, whose continued support has been a source of strength to the Company. Your Directors place on record their appreciation for the valuable contribution made by employees at all levels.

On behalf of the Board
Place: Delhi Rajesh Kumar Pagaria Ranjit Singh Pagaria
Date: May 30, 2018 Managing Director Director