Sharda Motor Industries Ltd

Sharda Motor Industries Ltd.

Date: 23rd April, 2019

To

The Listing Department

National Stock Exchange of India Limited

P.J. Towers, Dalal Street,

Mumbai - 400 001

NSE Scrip Co�e: SHARDAMOTR

Dear Sir

Sub.: Application under Regulation 37 of SEBI (LODR) Regulations, 2015 for the

Scheme of Arrangement of Sharda Motor Industries Limited ("SMIL") and NOR Auto

Components Limited ("NACL") and their respective shareholders and creditors

Please refer to our letter 5th April, 2019, intimating the outcome of Board meeting held on that date,

approving the demerger of the Automobile Seating Undertaking of SMIL into NACL subject to

requisite statutory approvals.

Pursuant to Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, we hereby submit, for your approval, the Scheme of Arrangement of SMIL and NACL and their

respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013 read with

section 66 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s)

thereof, for the time being in force). The Scheme has been approved by the Board of Directors of

SMIL and NACLat their respective Board Meetings held on April 5, 2019.

Please note that National Stock Exchange of India Limited is the designated Stock Exchange for the

purposes of coordinating with SEBI.

The necessary documents as per the checklist provided by NSE is enclosed herewith. We further

enclose the details of payment made through RTGS:

• Transaction reference No.:

• UTRNo.:

• User Reference No.:

• Date of Transaction:

• Beneficiary Account:

• Debit Account No.:

• Bank Name & Branch:

• RTGS-IFSC Code:

113193369371

YESBR52019042362473320

1904231201530002

23rd April, 2019

VNSEooSHARDAM OTR

001681300001287

Yes Bank, D-12, South Extension Part II, New Delhi 110 049

YESB0000016

a copy of payment acknowledgement made through RTGS online as per details below is also enclosed

for reference and record:

Processing Fees (including GST) : Rs. 2,36,000

Regd. Office : 0-188, Okhla Industrial Area, Phase-I, New Delhi - 110 020 (INDIA)

Tel.: 91-11-47334100, Fax: 91-11-26811676

E-mail : [email protected], Website : www.shardamotor.com

CIN NO-L74899DL 1986PLC023202

Sr.

No.

1

2

3

4

5


Less: TDS Amount Paid

: Rs. 20,000: Rs. 2.16.000

We request you to take the above on record and kindly give your observation letter for the Scheme atthe earliest.Thanking you,For Sharda Motor Industries Limited

I>�·Divyan;SJin \] Asst. Company Secretary Encl.: As above (Index giverNt8.l:f2:!:::l:01

List of details/ documents required for grant of approval under Regulation 37 of the SEBI

(LODR) Regulations, 2015 (Demerger - Resulting Company Seeking Listing at Exchange)

List of Documents/ details to be submitted Yes/No/Not

Annexure Applicable

Draft Scheme of Arrangement Yes Annexure AValuation Reportis not required asper Para I(A)(4)

Valuation Report as per Pam T(A)(4) of Annex11re T of as there shall beno change in thoSEBI Circular no. CFD/DIL3/CIR/2017/21 dated March shareholding Annexure 1310, 2017 pattern of SMIL

pursuant todemerger.

Share entitlementreport submitted

Report from the Audit Committee recommending the Draft Scheme, taking into consideration, inter alia, the Yes Annexure CValuation Report.Fairness opinion by merchant banker on valuation of Fairness Opinion

on share assets/ shares done by the valuer for the listed entity and entitlement ratio Annexure Dunlisted company submittedShareholding pattern in accordance with Regulation 31 (1) Demerged

Company-of the SEBI (LODR) Regulations, 2015 - for pre and post Yes Annexure E1 scheme of arrangement of all the Companies involved in Resulting Companythe scheme. - Annexure E2

Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi -110 020 (INDIA)

Tel.: 91-11-47334100, Fax: 91-11-26811676

E-mail: [email protected], Website: www.shardamotor.com

CIN NO-L74899DL 1986PLC023202

Page

No's.

1-31

32-39

40-44

45-49

50-61


Audited financials of last 3 years (financials not being

Demerged

Company

Annexure F

alonwith the

audited financial

statements of last 3

financial years and

the unaudited

6 more than 6 months old) of unlisted company as per

Annexure I of this checklist

Yes

financials of the

last quarter along

with the Limited

Review Report of

7

8

9

Auditor's Certificate as per Para 1(A)(5) of Annexure-I of

SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10,

2017

Detailed Compliance Report as per the format specified in

Annexure IV of SEBI Circular no.

CFD/DIL3/CIR/2017/21 dated March 10, 2017 duly

certified by the Company Secretary, Chief Financial

Officer and the Managing Director, confirming

compliance with various regulatory requirements

specified for schemes of arrangement and all accounting

standards

Document required to submit wherein approval of

shareholders to Scheme through postal ballot and e

voting (Para 1(A)(9)(a) of Annexure-1 of SEBI Circular no.

CFD/DIL3/CIR/2017/21 dated March 10, 2017) is not

applicable:

a) An undertaking certified by the auditor clearly stating

the reasons for non-applicability of Para 9 (a).

b) Certified copy of Board of Director's resolution

approving the aforesaidauditor certificate.

Yes

Yes

Yes

the auditor

attached

Resulting Company

was incorporated

on 19th March, 2019

and hence no

audited financial

statements are

available

Demerger

Company

Annexure G1

Resulting Company

-G2

Annexure H

Auditor's certificate

alongwith the

undertaking of the

Company

Annexure I

Board Resolution -

Annexure K1

Regd. Office : 0-188, Okhla Industrial Area, Phase-I, New Delhi -110 020 (!NOIA)

Tel.: 91-11-47334100, Fax: 91-11-26811676


GIN NO-L74899DL 1986PLC023202

62-229

230-233

234-260

261-272


10

11

12

Pricing certificate from the Statutory Auditor/ PCA / PCS of the listed company as per Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, if the allotment of shares is proposed tobe made to a selected group of shareholders or to the shareholders of unlisted companies pursuant to scheme of arrangement. Pre & Post Scheme Networth of the Companies involved in the Scheme. Companies are required to submit Ce1tificate from Statutory Auditors / Practicing Chartered Accountants / Practicing Company Secretary for Networth (Netwo1th = Equity Share Capital + Free Reserves** - Miscellaneous Expenditure written off, along with the detailed working) of the Company pre and post Scheme

Board resolution approving the scheme of arrangement.

Confirmation from all the companies involved in the scheme regarding the following: a. The Company, its promoters or Directors have neverbeen declared as wilful defaulter as per RBI Circular Ref.No. RBI/2015-16/100 DBR.No.CID.BC.22/20.16.003/2015-16 dated July 1, 2015 by the Banks.b. The Company, its promoters or Directors have not been

13 directly or indirectly, debarred from accessing the capital market or have been restrained by any regulatory authority from. directly or indirectly, acquiring the said securities.

14

15

16

17

c. The Company, its promoters or Directors do not havedirect or indirect relation \-vith the companies, itspromoters and whole-time directors, which arecompulsorily delisted by any recognised stock exchangeBrief details of the transferee/resulting and transferor/ demerged companies as per format specified Confirmation by Company Secretary as per format enclosed as Annexure III of this checklist. Rationale behind Scheme of Amalgamation/ Merger/ De merger/Arrangement/Ca pi ta! Reduction/Resulting Company seeking listing Documents to be submitted by Resulting / Transferee Company proposed to be listed pursuant to the scheme: a. Certified true copy of the certificate from

Practising Chartered Accountant/ Practising

Not applicable

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Not applicable

Demerged Co -Annexure J1

Resulting Company - Annexure J2

Demerged Company

Annexure K1 and Resulting Company

- K2

Demerged Co -Annexure L1

Resulting Co -Annexure L2

Annexure M

Annexure N

Annexure M

Annexure J2 Annexure 0

273-281

282-290

291-292

293-298

299-300

Refer Pg 294-295


Tel.· 91-11-47334100, Fax: 91-11-26811676

�RIN��

:.,>.

I <( NE DE HI � l � "' E-mail: smil@shardamotor. com, Website: www.shardamotor.com

CIN NO-L74899DL 1986PLC023202 "/; >fvj"Jts • '.�

I


Company Secretary/ Statutory Auditor of Listed Company about Networth of the company - Pre & Post Scheme of Arrangement. The certificateshould expressly specify reserves forming part ofnetworth.

b. Confirmation / Details by company secretary asper Annexure G

In case of scheme of demerger, additional

18 documents as per Annexure H are to be

submitted

Clarification as to what will be listing status of the The equity shares Resulting/Transferee Company /ies of the Resulting

Company, i.e. NDRAuto Components Limited, are proposed to be listed on BSE and NSE pursuant to demerger. [Refer Clause 12.9 of the Scheme as per Annexure A]

Confirmation from the Managing Director/ Company Secretary, that:

1. There will be no change in Share Capital of theresulting/transferee company till the listing of theequity shares of the company on National StockExchange of India Limited.

2. The shares allotted by the resulting companypursuant to the Scheme shall remain frozen in thedepositories system till listing/trading permissionis given by the designated stock exchange.

3. the draft Scheme under sub-rule (7) of rule 19 ofthe Securities Contracts (Regulation) Rules, 1957is in Compliance with SEBI CircularCFD/DIL3/CIR/2017/21 dated March 10, 2017.

Confirmation by the Managing Director/ Company Secretary of the resulting/transferee company on the letter head of resulting company that:

1. Equity shares issued by the company pursuant tothe scheme of amalgamation/ arrangement shallbe listed on the BSE Limited, subject to SEBIgranting relaxation from applicability under Rule19(2) (b) of the Securities Contract (Regulation)Rules, 1957.

2. The company shall comply with all the provisions

Yes

Yes

Annexure P1

Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi - 110 020 (INDIA)

Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLCUZ3lUl

I

301-307

Refer Pg. 24

308


contained in SEBI circular no. SEBI cirr.11lr1r no. 1.'Fl)/ DIL:.3/CIR/no17 /c.1 dated March 10,2017.

:3. The company shall also tultill the Exchange's criteria for listing and shall also comply with Rules, Byelaws. and Regulations of the Exchange and other applicable statutory requirements.

f----+-------- -��---+--

f'cn:cntng\., 0f Nc:LWudl1 ui Ll1e company, rh:n ls hPme

19

20

21

trnnsfent:J iu Lhe torm of demerged undc1taking ;:inrl percentage wise contribution of the Demerged division to Liu: Luldl Lul'llover aml Income ot the company m the last two years as per the prescribed format

In case of Capital Reduction/ Reconstruction pursuant to the Scheme, Certified true copy of the resolution passed at the meeting of the :Jharcholdcrs approving Ll11:: 11::Juclio11.

lame of the Dc�ignllltd 3tud, Exd1aug,e (DSE) for rhe pmpn'-P of coordinating with SEEi

In case NSE is the DSE, kindly provide the

documents/undertaking as per Annexure I Details of Directors and Promoters of all the companies involved in the scheme

Undertaking that the transferee entity will not issue/reissue shares not covered under the draft scheme. Unde1taking that as on date of application there are no outstanding warrants/instruments/agreements which give right to any person to take the equity shares in the transferee entity at any future date. Pre and post Scheme shareholding pattern in below

Capital Reduction being

a part of the Scheme, has been approved by the

board of directors as per the

attached certified copy of the Board Resolution. The scheme shall be approved by the shareholders of the Company at the time of filing

of the Scheme with National Company Law

Tribunal N;:ition;:il Stnrk

Exchan)!;e of India Limited

Yes

Yes

Yes

Yes

Annexure P2

Demerged Company-

Annexure Q1 313-315Resulting Company

- Annexure Q2

Annexure 0

Annexure Q3


Tel.: 91-11-47334100, Fax: 91-11-26811676

E-mail: [email protected] Website: www.shardamotor.com

CIN NO-L74899DL 1986PLC023202

22

23

24


Format for all companies involved in the scheme (kindly 319--231 add columns if more than two). Complaints Report as per Para 1(A)(6) of Annexure-I of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March

Will be submitted 10, 2017, as per format enclosed at Annexure IV of the checklist. Processing Fees (Non-Refundable):

J a) Payable to Exchange= Rs. 2 Lac plus applicable servicetax. b) Payable to SEBI at the rate of 0.1% of the paid-up sharecapital of the listed / transferee / resulting company, whichever is higher, post sanction of the proposed scheme, subject to a cap of Rs.5,00,000 (No Service Tax / No TDS)

1. Nitin VishnoiCompany Secretary ContactContact Details:Telephone: 011-47334100 & Mobile: 9810360918E-Mail: [email protected]

-12. Vivek Bhatia

Chief Financial OfficerContact Details:Telephone. ou-4;3041uu & Mul,lle: 9810086300E-Mail: [email protected]

--Date 22nd April, 2019 Place Delhi

Authorised Signato1y and Stamp of the company Name Nitin Vishnoi

Designation Company

/' Secretary I-

, ,:::;,--- � lc�RINh

·� ,�� I � �WD LHI �

d--M ' '7�v. ·o"'


Tel: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLC023202

-

' .

SCHEME OF ARRANGEMENT

BETWEEN

SHARDA MOTOR INDUSTRIES LIMITED

("DEMERGED COMP ANY")

AND

NDR AUTO COMPONENTSLIMITED

("RESULTING COMP ANY'')

AND

THEIR RESPECTIVE SHAREHOLDERS AND

CREDITORS

UNDER SECTIONS230TO232OF THE COMPANIES

ACT, 2013 READ WITH SECTION 66 OF THE

COMPANJES ACT, 2013

A.,. .. I..,,., {. A

For NOR Auto Compo9ents Lid.For SHAROi'. M()TOR INDUSTRIES LTD.

(k�o.;_fi\,V o/\Authorised Signatory

v�orised Signatory

�

. '

PR£�IDLE

This Draft Scheme (hereinafter defined) s presented under Section ;30 to 232 of the Act (hereinafter defined)

read with section 66 of the Act. and oth�r relevant provisions of the Act, as a�plicable from ti= to time, for

the transfer and vesting of Automobile Seating Undertaking (hereii:after d�fin!d) of Sharda Mo:or Industries

Limited (hereinafter defined as "SMTI.." or "Demerged Compa�") ID NCR Auto Components Limited

(hereinafter defined as "NACL" or "Resulting Company") with ef:ect f.-om the Appointed Date (hereinafter

defined), and upon the occurret1ce of me Effective Date (hereina�er definec). In addition, th.s Scheme of

Arrangement also provides for vario.1s other mailers consequential or ctherwise integrally connected

herewith.

A. Background

i. Sharda Motor Industries Limited is a public limited conpany inco-porated under the provisions o:·

Companies Act, I 956 on January 29, i 986b?arin5Corporate ldentificalior: Numbe�

L74899DL!986PLC02320�. The registered office of� is sitLated at D-188, O1:hla [ndustrial

Area, Phase-I, New De'hi - l l 0020. The corr"5pondence email address of SMIL i,

[email protected]. TI1e equil)' shares of SMIL are 1-stec on Bombay Stock Exchange

Limited ("BSE") & Natio,nl Stock Exchange of India :.imitec ("NSE").

SMIL has the following btsiness unde,1akings:

a) Suspension, Exhaust, Silencer.. Canopy and White Gcods Undertaking engaged in

manufacturing of susp!nsion. exhm1st, silencer, C1nopy md .vhite goods i.e. Air :onditioner

& Component, thereof: and

b) Automobile Seating Undertaking engaged in man•facturing cf automobile seat:ng.

11. NOR Auto Components Limited is a public limited canpany incorporated under the �rovisions of

Companies Act, 2013 on March 19, 2019 bearing Corporate ldentificatioo Number

U29304DL2019PLC347-lo50. The registered office of NACL is situated at D-188, Okhlc

lndustrial Area, Phase-I, Delhi-I I 0020. The coi-espondence email address of NACL is

ndr_auto_compor,ents@o·11look.co111. The equity sha-es ofNACL are not currently listed on an:7

stock exchange.

SMTL is the holcing comt>any or NACL. As on the date of filing of the Scheme, S:viIL along w:Ci

its nominees hold 100% equity share capital of NA CL.

For NOR Auto Comi:onents Ltd.

J �

'.ory 2

.ised Signatory -

B. Rationale for the Scheme of Arrangement

1

The arrangement is aimed at demerger of "Automobile Seating Undertaking"(hereinafter defined) of

SMTL into NACL to segregate the said business. The transfer and vesting by way of a demerger shall

achieve the following benefits for SMIL and NACL:

a) TI1e Automobile Seating Undertaking carried on by SMIL has significant potential for growth.

The nature of risk, competition, challenges, oppo,tunities and business methods for the

Automobile Seating Undertaking is separate and distinct from the other business of the Company.

The Automobile Seating Undertaking would become capable of attracting a different set of

investors, strategic partners, lenders and other stakeholders and would further enhance the

shareholders wealth.

b) The management teams and Board of Directors of SMIL and NACL would be able to chart out

independent strategies of their respective businesses to maximize value creation for their

respective stakeholders. Demerger shall enhance focus of management on the operations of the

Automobile Seating Undertaking by NACL and Suspension, Exhaust, Silencer, Canopy and

White goods Undertaking by SMIL.

c) As part of the Resulting Company, the Automobile Seating business shall be amenable to

benchmarking, and be in a position to attract the right set of investors, strategic partners,

employees and other relevant stakeholders.

d) The demerger will pem1it increased focus by SMIL and NACL on their respective businesses in

order to better meet their respective customers' needs and priorities, develop their own network of

alliances and talent models that are critical to success.

There is no adverse effect of Scheme on any of the directors, key management personnel, promoters,

non-promorer members, creditors and employees ofSMfL and NACL.

The transfer and vesting of the Automobile Seating Undertaking (hereinafter defined) into NACL

would be in the best interests of the shareholders, creditors and employees of SMIL and NACL,

respectively, as it would result in enhanced value for the shareholders and allow focused strategy in

operation of the Automobile Seating Undertaking and the Remaining Business(hereinafter defined) of

SMIL. Pursuant to this Scheme aU the shareholders of SMIL will get shares in NACL and there

would be no change in the economic interest for any of the shareholders of SMIL pre and post

implementation of the Scheme.

For NDR Auto Compcrents ltd.��°'��

Authorised f:' .i tory 3

For SHARDA MGTOR INDUSTRIES LTD.

J,W1'\ed Signatory

/

\

ln view of the above rationale, the Board recommended a Scheme of Arrangement whereby the

Automobile Seating Undertaking of SMIL will be demerged into NACL as a going concen: with

effect from the Appointed Date (hereinafter defined). Accordingly, the Board of Directors of 5UJL

and NACL have decided to make requisite applications and/or petitions before the Tribmnal

(hereinafter defmed) as the case may be, as applicable under Sections 230 to 232 of the Act

(hereinafter defined) read with section 66 of the Act, and other applicable provisions for the suction

of this Scheme.

C. Treatment of Scheme for the purposes of Income-Tax Act, 1961

The provisions of this Scheme have been drawn up to comply with the conditic.ns relatiJg to

"Demerger" as defined under Section 2(19AA) of the Income-tax Act, 1961 ("IT Act''), If any terms

or provisions of the Scheme are found or interpreted to be inconsistent with the provisi:>ns of the 5aid

Section at a later date including resulting from an amendment of law or for an} other r>.a5on

whatsoever, the provisions of the said Section of the IT Act shall prevail and the Scheme shall stand

modified to the extent determined necessary to comply with Section 2( I 9AA) of the IT Act. Stich

modifications will however not affect the other provisions of the Scheme.

D. The Scheme is divided into the following parts:

PART A deals with Definition and share capital of the companies.

PART B (Read with Schedule I and Schedule II) deals with the transfer and vesting cf the

Automobile Seating Undertaking (hereinafter defined) of SMIL to and with NACL in accordance

with section 230 to 232 of the Act (hereinafter defined) read with section 66 of the Act, o,her

applicable provisions of the Act (hereinafter defined), and in accordance with section 2(19AA) of the

IT Act.

PART C deals with General tenns and conditions that would be applicable to the Scheme.

1. DEFINITIONS

PART A - DEFINITION AND SHARE CAPITAL

In this Scheme, unless inconsistent with the subject, the following expressions shall hav� the

meanings respectively assigned against them:

I.I "The Act" means the Companies Act, 2013, as notified, and ordinanoes, rules. md

regulations made thereunder and shall include any statutory modification, re-euactme:nr or

amendments thereof. For SHARDA �''.)TO� ING,� lR � ._TD. For NOR Auto Components Ltd.

(fy��i y 4

Signatory

:

1.2 "Appointed Date" means December 3 I, 2018 (end of day)or such other date as may be

decided by the Board of the Demerged Company and the Resulting Company with the

consent or as per the direction by the Tribunal.

1.3 "Board of Directors" or "Board" means and includes the respective Boards of Directors of

the Demerged Company and the Resulting Company or any committee constituted by such

Board of Directors for the purposes of the Scheme.

1.4 "Automobile Seating business" or "Automobile Seating Undertaking" of SMIL means all

the businesses, w1dertakings, activities, properties and liabilities, whatsoever nature and kind

and wheresoever situated, of SMIL pertnining to the Automobile Seating business, including

specifically the following:

1 .4.1 all immovable properties (As listed in Schedule I of this Scheme) i.e. land together

with the buildings and structure, standing thereon (whether freehold, leasehold, leave

and licensed, right of way, tenancies or otherwise) including but not limited to

offices, structures, warehouses, workshop, sheds, stores, DO Room, roads, boundary

walls, soil filling works, benefits of any rental agreement for use of premises,

marketing offices, share of any joint assets, etc., which immovable properties are

currently being used for the purpose of and in relation to the Automobile Seating

business and all documents (including panchnamas, declarations, receipts) of title,

rights and easements in relatiorr thereto and all rights, covenants, continuing rights,

title and interest in connection "ith the said immovable properties;

1.4.2 all assets, as are movable in nature pertaining to and in relation to the Automobile

Seating Business, whether present or future or contingent, tangible or intangible, in

possession or reversion, corporeal or incorporeal (including plant and machinery,

capital work in progress, stores under progress, electrical fittings, furniture, fixtures,

appliances, accessories, power lines, office equipments, computers, communication

facilities, installations, vehicle,, inventory and tools and plants), stock-in-trade,

stock-in-transit, raw materials, finished good packaging items, actionable claims,

current assets, earnest monies and sundry debtors, financial assets, outstanding loa.ns

and advances, recoverable in ci;sh or in kind or for value to be received, provisions,

receivables, funds, cash and bank balances and deposits including accrued interest

the!lllQ �'fith Government, semi-Govemment, local and other authorities and bodies,iTOR IN0USTRlt;::i LI

banks, customers and other, persons, insurances, the benefits of any bank guarantees,

fs�li'liie guarantees and letters of crE<tit, lll!ll�otbt�ewi!lcti.J!ll.but not

°'��J. •--y

limited to goods and services tax credit, service tax input credits, CEW AT credits,

value added tax/;ales tax/entry tax credits or set-offs, advance tax, minimum altema:e

tax credit, deferred tax assets/liabilities, tax deducted at source and tax refunds;

1.4.J all permits, licenses, pennissions including municipal permissions, right of wa;,

approvals, clearances, consents, benefits, registrations, rights, entitlements, credits,

certificates, awards, sanctions, allotments, quotas, no objectio� certificates,

exemptions, C)ncessions, subsidies, liberties and advantages (inctudir g

consent/autl1oris3tion granted by relevant Pollution Control Boards and other

lice□ses/pem1its granted/issued/ given by any governmental, statutory or regulatory

or local or adrrinistrative bodies for the purpose of carrying on the Automobile

Seating busines, or in connection therewith) including those relating to privileges,

powers, faciliti� of every kind and description of whatsoever nature and the benefis

thereto tJ1at peittin exclusively to the Automobile Seating Business;

I .4.4 all contracts, ag;-eemcnts, purchase orders/service orders, operati::m and maintenance

contracts, memcranda of understanding, memoranda of undertakings, memoranda ,)f

agreements, memoranda of agreed points, minutes of meet:ngs, bids, tendeis,

expression of ir"ierest, letter of intent, hire and purchase arrangements, lease/licence

agreements, tenancy rights, agreements/panchnamas for right of way, equipme'.lt

purchase agreements, agreement with customers, purchase and other agreements wi;h

the supplier/n1311ufacturer of goods/service providers, o:her arrangements,

undertakings, deeds, bonds, schemes, insurance covers and claims, clearances and

other instrumew of whatsoever nature and description, whetller writtea, oral Jr

otherwise and all rights, title, interests, claims and benefits thereunder pertaining :o

the Automobile SeatiJ1g Business;

1.4.5 all applications(including hardware, software, licenses, s:>urce :odts,

parameterizatioa and scripts), registrations, licenses, trade names, service mar�.s •

trademarks, copyrights, patents, domain names, designs, intellectual property rig]:-ts

(whether owned, licensed or otherwise, and whether registered or unregistered), traie

.s�.ce.ts-researci. and studies, technical knowhow, confidential information and aJI ,TOR IN0USTKlt::i LIU.

such rights of whatsoever description and nature that pertair. exclusively to t:le

f\-..irtllorised SIQll�ile Seating Business;

,/ 1.4.6 all rights to use and avail telephones, telexes, facsimile, email, Internet, leased li.7eFor NDR Auto Components Ltd.

connections an:! installations, utilities, electricity and other sen-ices, reserves,

��sed Signatory6

For SHARDA

provisions, funds, benefits af assets or properties or other interests held in trusts,

registrations, contracts, engagements, arrangements of all kind, privileges and all

other rights, easements, li:>erties and advantages of whatsoever nature and

wheresoever situated belonging to or in the ownership, power or possession and in

control of or vested in or grai,ted in favour of or enjoyed by SMIL pertaining to or in

connection with or relating tc the Automobile Seating Business and all other interests

of whatsoever nature belonging to or in the ownership, power, possession or control

of or vested in or granted in favour of or held for tlie benefit of or enjoyed by SMIL

and pertaining to the AutomoDile Seating Business;

1.4.7 all books, records, files, pepers, engineering- and process information, software

licenses (whether proprietafY or otherwise), test reports, computer programmes,

drawings, manuals, data, datE.bases including databases for procurement, commercial

and management, catalogues, quotations, sales and advertising materials, product'

registrations, dossiers, product master cards, lists of present and former customers

and suppliers including ser✓ice providers, other customer information, customer

credit information, customer/supplier pricing information, and all other books and

records, whether in physical or electronic fomi tliat pertain to the Automobile Seating

Business;

1.4.8 all debts, liabilities includin� contingent liabilities, duties, taxes and obligations of

SMIL pertaining to the Auto:nobile Seating Undertaking and/or arising out of and/or

relatable to the Automobile Seating Business and including:

a) the debts, liabilities, du:ies and obligations of SMIL which arises out of the

activities or operations of the Automobile Seating business; and

b) specific loans and borro,•ings raised, incurred and utilized solely for the activities

or operations of or pertai,ing to the Automobile Seating Business.

1.4.9 all employees of SMIL cmpbyed/engaged in tlie Automobile Seating Business as on

the Effective Date; and

INDUSr!�L,l legal or other proceedings of whatsoever nature that pertain to the Automobile

..,_✓• Seating Business.

onoed Signatory

1.5 ''Demerged Company" means Sharda Motor Industries Limited (or "SMIL").

1.6 "Effective Date" means the date on which the last of the conditions mentioned in Clause I 8

F= J

mp��!ftthe Scheme is fulfilled. Any references in this Scheme to the "date of corning into

Authorised Signator. 7

For SHARD,

effect of this Scheme" or "effectiveness of the Scheme" or "Scheme taking effect'' shall mean

the Effective Date.

1.7 "National Company Law Tribunal" or "NCLT" or "Tribunal" means the National

Company Law Tribunal, Delhi Bench.

1.8 "Record Date"means the date fixed by the Board of Directors of tbe Resulting Company or

any committee thereof in consultation with tbe Demerged Company, for the purpose of

determining names of the equity shareholders of the Demerged Company, who shall be

entitled to receive the equity shares in tbe Resulting Company pursuant to Clause 12 of the

Scheme, upon coming into effect oftbis Scheme.

1.9 "Remaining Businc.ss" or "Suspension, Exhaust, Silencer, Canopy and White goods

Undertaking" means all assets, liabilities, businesses, activities and operations of

Suspension, Exhaust, Silencer, Canopy and White goods i.e. Air conditioner & Componencs

thereof business of the Demerged Company.

I. IO "Resulting Company" means NOR Auto Components Limited (or "NACL").

1.1 I "RoC" means Registrar of Companies, Delhi and Haryana.

1.12 "Scheme" or "the Scheme" or "this Scheme" or "Scheme of Arrangement" means this

Scheme of Arrangement amoog the Demerged Company, tl1e Resulting Company and their

respective shareholders and creditors pursuant to the provisions of Sections 230 to 232 of the

Act read with section 66 of the Act, and other applicable provisions of tl1e Act, as the case

may be, in its present form or with any modi.fication(s) made under Clause l 7of the Scheme

by the Board of Directors of the Demerged Company and the Resulting Company, and/ or as

approved or directed by the Tribunal, as the case may be.

1.13 "SEBI'' means Securities and Exchange Board of India established under the Securities and

Exchange Board of India Act, I 992.

1.14 "SEBI Circulars" means Circular No. CFD/DIL3/CIR/CMD/2017/21 dated March 10, 2017,

issued by SEBI and as amended from time to time or any other circulars issued by SEBI

applicable to a Scheme of Arrangement.

I. 15 All terms and words not defined in this Scheme shall, unless repugnant or contrary to the

context or meaning thereof, have the same meaning ascribed to them under the Act, the

R INOUS'ITtl�triS:ontract (Regulation) Act, 1956, the Depositories Act, 1996, SEBI Circulars andother applicable laws, rules, regulations, bye-laws, as the case may be or any statutory modification or reenactment thereof from time to time.

aed Signatory

8

For NDR Auto ComP9nents Ltd.�,r��r;/\,

Authorised Signatory

\

2.

3.

'

4.

DATE OF TAKING EFFECT AND 0 ERATIVE DATE

The Scheme set out herein in its presen1

under Clause l 7of the Scheme, approve,

as applicable, shall Je effective from ti

orm or with any modification(s) and amendments(s) made

or imposed or directed by the' Tribunal as the case may be,,

Appointed Date, as the case may be, but shall be made

operative from the E:Iective Date.

CAPITAL STRUC":'UR.EOF THE CO MPANIES

3.1. The share ca-:>ital of SMIL as at I arch 31, 2018 is is under:

Particulars Amount (INR)

Authorized %are Capital

JO each 5,00,00,000 3quity Shares ofINR I 50,00,00,000

Total 50,00,00,000

Issued, Subfcribed and Paid Up f Share Capital

59,46,326 Equity Shares of lNR I 0 each 5,94,63,260

fully paid up

Total 5,94,63,260

Since March 3 I, 2018 and as on th e date of filing of this Scheme, there has been no change iB

the capital strocture of SM1L.

3.2. The share ca:,ital of NA CL shall t e as under:


�

Authorized Share Capital

ch 10,000 Equity Shares ofINR 10 ea

Total

Issued, Sub,cribed and Paid Up I Share Capital

I 0,000 Equity Shares of INR IO ea ch fully paid up

Total

The entire stareholding ofNACL shall be held by SMIL and itt nominees.

MAIN OBJECTS

4.1. The main oijects of Sl'v!TL are as I For NOR Auto CompU!nents Ltd.ollows: �--ms'�,',) w\

9 Authorised Signatory

100,000

100,000

100,000

t

A.r.horiaed

a) To manufacture and/or deal in automobile, automobile parts including seat covers spare parts

and components of machineries and to act agents for manufacturers of various parts and

component.s, etc.

b) To acquire and hold by way of investment, shares, stocks, debentures, debenture stock, bonds,

obligations or securities, by original subscription, participation in syndicates, tender,

purchase, exchange or otherwise and to subscribe for the same or to guarantee the

subscription thereof and to exercise and enforce all rights and powers coruerred by or

incidental to the ownership thereof and to carry on business of money lending and to carry on

the business of dealers in shares, stocks, debentures, debenture stock, bonds, obligations,

units securities and other investments."

4.2. The main objects ofNACL are as follows:

r. To carry on the business of assembling, blending, manufacturing, design, development,

dealing and supplying components, engineering goods, equipment and interior compo□ents

for the automotive and non-automotive industry for domestic and export purposes.

11. To carry 011 the business of manufacturing fabricating and assembling, buying, selling,

Import, export, distribution and dealing in or all and every kind of automotive components

including seats, spare parts and component for the seats and to deal in each and every kind

of activity associated with the manufacture and trading of any kind of components, whether

directly or indirectly or whether in India or abroad.

iii. To carry on the business of manufacruring, trading, import, export in any and of or every

kind of parts, interiors and components made from rubber, foam, rubberized foam, coir,

yam, (whether synthetic or woolen) whether used singly or by blendi11g of or with various

chemicals for various automotive or non-automotive application.

iv. To carry on the business of design, development, testing, validation of all and every type of

components, advisory of setting up of manufacturing line, process(es), suppliers of

technical know-how, equipments and man power suppliers, site planners etc.

PART B-TRANSFER AND VESTING OF AUTOMOBILE SEATING UNDERTAKING(READ

WITH SCHEDULE I AND SCHEDULE II) FROM SMILTO NACL

For :=J

onents Ltd.

Authorised Signatory 10

For SHARDA MOT(lR II

5. TRANSFER AND VESTING OF AUTOMOBILE SEATING U�l>ER'Itj(}NGFROM

DEMERGED COMPANY TO RESULTING COMPANY

5.1. Upon the coming into effect of this Scheme and with effect from tle App-:•inted Date, the

Automobile Seating Undertaking (including all the estate, assets, righ:s, claims, title, interest

and authorities including accretions and appurtenances of th? Auto=iobile Seat.ng

Undertaking) shall, without any further act, l,strurnent, deed, malte: or thirs, be demerged

from SMTL and transferred to and vested in NACL or be deemed o have been demerged

from SMIL, and transferred to and vested in .'JACL as a going c011C€m, so � to become as

and from the Appointed Date, the estate, assets, rights, claims, tit!�, brerests and authorities

ofNACL, pursuant to Section 232 of the Act.

5.2. In respect of such of the assets of the Auto:::iobile Seating Unde:tating as are movable in

nature and/or otherwise capable of transfer b:, manual or constructiv� delivery of possessi,)n

and/or by endorsement and delivery, the same shall be so transferred by SMU.. to N ACL u�on

the coming into effect of this Scheme pursu1111t to the provisions ,f '3ection 232 of the Act

without requiring any deed or instrument of conveyance for transfer o: the �ame, and shall

become the property ofNACL as an integral pm of the Automobile Seating CJdertaking.

5.3. In respect of the movable assets other than these dealt with in clause 5.2 abO\�, including tut

not limited to sundry debts, actionable clains, ea111est monies, rc.;�ivabl�, bills, cred.ts,

loans, advances and deposits with the Gover:iment, semi-Governm�■t, local and any other

authorities and bodies and/or customers, if an�, whether recoverable in cash cr in kind or for

value to be received, bank balances, etc. the same shall stand tre:n!�rred t:> and vested in

NACL without any notice or other intimation :o any person in pursuarce of t:e provisions of

Sections 230 to 232 read with other relevant provisions of the Act tc• 1be end and intent ttat

the right of SMIL to recover or realize the same stands transferred to --.iACL. NACL shall, at

its sole discretion but without being obliged, !;ive notice in such foc111 as it may deem fit and

proper, to such person, as the case may be, t:nat the said debt, recei.able, t II, credit, loan, ... , ,. _!J i..:U.

advance or deposit stands transferred to ind vested in NACL and tiiat approprfa.te

rieiW-Wysh01lid be made in their resp�ctive books/records tt: �eflec- the aforesaid

/' changes.

5.4. In respect of such of tl1e assets belonging to ne Automobile Seating -Jodertaking other tbn

those referred to in clause S.2 and 5.3 above, the same shall, as more pa_-ticul.:.rly provided in

clause 5.1 above, without an further act, insc-ument or deed, be de.-erged :rom SMIL and For NOR Auto Components L Ir!

0 transferred to and vested in and/or be deemed to be demerged from S'\1IL ad transferred to

G'(,S 6�W°"\ Authr• 1 11

For

and vested in NACL upon the coming into effect of this Scheme and with effect from the

Appointed Date pursuant to the provisions of Sections 230-232 of the Act.

5.5. All assets, rights, title, interests and investments of SMIL in relation to the Automobile

Seating Undertaking (including investments by SMIL in Bharat Seats Limited, Toyota

Boshoku Relan India Private Limited and Toyo Sharda India Private Limited)shall also

without any further act, instrument or deed stand transferred to and vested in and be deemed

to have been transferred to and vested in NACL upon the coming into effect of this Scheme

and with effect from the Appointed Date pursuant to the provisions of Sections 230-232 of

the Act.

5.6. Without prejudice to the generality of the foregoing, upon the coming into effect of this

Scheme, all the rights, title, interest and claims of SMJL in any leasehold/leave and

licence/right of way properties of SMIL in relation to the Automobile Seating Undertaking,

shall, pursuant to Section 232 of the Act, without any further act or deed, be transferred to

and vested in or be-deemed to have been transferred to or vested in NACL automatically and

on the same terms and conditions.

5.7. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is

expressly clarified that upon the coming into effect of this Scheme, all permits, licenses,

permissions, right of way, approvals, clearances, consents, benefits, registrations,

entitlements, credits, certificates, awards, sanctions, allotments, quotas, no objection

certificates, exemptions, concessions, issued to or granted to or executed in favour of SMIL,

and the rights and benefits under the same, in so far as tl1ey relate to the Automobile Seating

Undertaking and all quality certifications and approvals, trademarks, trade names, service

marks, copy rights, domain names, designs, trade secrets, research and studies, technical

knowhow and other intellectual properties (whether owned, licensed or otherwise, and

whether registered or unregistered) and all other interests relating to the goods or services

being dealt with by the Automobile Seating Undertaking and the benefit of all statutory and

regulatory permissions, environmental approvals and consents, registration or other licenses,

and consents acquired by SMIL, in relation to the Automobile Seating Undertaking shall be ,TOR INDUSTRIES LTD.

transferred to and vested in NACL and the concerned I icensors and granters of such

�6tgnat�arances, pennissions,etc., shall endorse, where necessary, and record, in

accordance with law, the name of NACL on such approvals, clearances, permissions and

facilitate the approval and vesting of the same as part of the Automobile Seating Undertaking

For NDR Auto CO"i}f3illll�litiilttation of operations pertaining to the Automobile Seating Undertaking in NACL

CA:'tS o ex_--..w <>:'\ Authorised c- , ry 12

without hindraoce and that such approvals, clearances and permissions shall remain in full

force and effect in favour of or against NACL, as tle case may be, and may be enforced as

fully and effectually as if, instead of SMIL, NACL lad been a party or beneficiary or obligee

thereto.

5.8. 1n so far as va-ious incentives, subsidies, exemptir,ns, special status, service tax benefits,

income tax hol day/benefit/losses and other benefils or exemptions or privileges enjoyed,

granted by any Government body, regulatory autbrity, local authority or by any other

person, or availed of by SMIL are concerned, the sace shall, without any further act or deed,

in so far as the)' relate to the Automobile Seating Ucdertaking, vest with and be available tc

NACL on the same terms and conditions, as if the same had been allotted and/or granted

and/or sanctioned and/or allowed to NACL.

5.9. Any claims due to SMIL from its customers or othe:wise and which have not been received

by SMIL as on the date immediately preceding the Effective Date as the case may be, in

relation to or in connection with the Automobile Suting Undertaking, shall also belong to

and be received by NACL.

5. 10. All assets, estate, rights, title, interest and autboritie� acquired by SMIL after the Appointed

Date and prior :o the Effective Date for operation ,:f :he Automobile Seating Undertaking

shall also stand transferred to and vested in NACl., upon the coming into eftect of this

Scheme.

5. l I. Upon the comi:Jg into effect of this Scheme, all debts, duties, obligations and liabilities

(including contingent liabiUties) of SMIL relating 10 the Automobile Seating Undertaking

shall without any further act, instrument or deed be c.11d stand transferred to NACL and shall

thereupon beco□e the debts, duties, obligations and iabilities ofNACL, which it undertakes

to meet, dischaq;e and satisfy to the exclusion of StvJL and to keep SMIL indemnified at all

times from and 3gainst all such debts, duties, obligations and liabilities and from and against

all actions, demands and proceedings in respect thereto. It shall not be necessary to obtain the

TOR INoosimtaS>fliny t.iird party or other person, who is a party to ao act or arrangemeot by vir.ue of

which such deb-s, obligations, duties and liabilities bave arisen in order to give effect :o the

'sed SJanatory / prov1�ons of tins clause.

5.12. Upon t11e Scheme coming into effect from the Appointed Date, all debts, liabilities,

contingent liabifities, duties and obligations, secured :,r unsecured, relating to the Automobile

For NOR Auto Co��igi\1�nl!.ner8�ing,

��l,\)Pvf A '·n6,;ed S1qn. '.ory

whether provided for or no: in the books of accounts of SMIL,

13

\

including general and multipurpose borrowings, if any, dealt with in accordance with Section

2(19AA) of the IT Act, shall become and be deemed to be, the debts, liabilities, contingent

liabilities, duties and obligations of NACL, without any further act, instrument or deed

required by either SMlL or NACL. NACL undertakes to meet, discharge and satisfy the same

to the exclusion of SMlL. It is hereby clarified that it shall not be necessary to obtain the

consent of any third party or other person, who is a party to any contract or arrangement by

virtue of which such debts, liabilities, duties and obligations have arisen in order to give

effect to the provisions of U1is sub-clause. However, SMIT, and NACL shall, if required, file

appropriate forms with the ROC accompanied by tl1e sanction order of the Court or a certified

copy thereof and execute necessary deeds or documents in relation to

creation/satisfaction/modification of charges to the satisfaction of the lenders, in relation to

the assets being transferred to NACL as part of the Automobile Seating Undertaking and/or in

relation to the assets remaining in SMlL after the demerger and vesting of Automobile

Seating Undertaking in NACL pursuant to this Scheme becoming effective in accordance

wilh the terms hereof. Where any of the loans, liabilities and obligations attributed to

Automobile Seatiog Undertaking have been discharged by SMlL on behalf of NA CL after the

Appointed Date, such discharge shall be deemed to have been done by SMIL for and on

behalf ofNACL.

5.13. Subject to clause 5.12 above, from the Effective Date, NACL alone shall be liable to perform

all obligations in respect of the liabilities of the Automobile Seating Undertaking as the

borrower/issuer thereof, and $MIL shall not have any obligations in respect of the said

liabilities.

5.14. Where any of the liabilities and obligations ofSMlL as on the Appointed Date deemed to be

For�A�TOR INOO!J�TlilNACL, have been discharged by SMIL after the Appointed Date a11d prior to

the Effective Date, such discharge shall be deemed to have been for and on account ofNACL

horit,9ll �ri:t?1ies and obligations incurred by $MU, for the operations of the Automobile

Seating Undertaking after the Appointed Date and prior to the Effective Date shall be deemed

to have been incurred for and on behalf ofNACL and to the extent of their outstanding on the

Effective Date, shall also without any further act or deed be and stand transferred to NACL

./

and shall become the liabilities and obligations of NACL, which shall meet, discharge and

satisfy the same.

5.15. Any claims, liabilities or demands arising 011 account of the Automobile Seating Undertaking

"'or;:.:

O�'i!.'(ig[1 relates to the period prior to the Appointed Date but arises at any time after

Author� Signatory 14

tbe Effective Date shall be entirely tome by NACL. In the event that such liability is incurred

by or such claim or demand is made upcn SMIL, then NACL shall indemnify SMIL for any

payments made in relation to the same

5.16. Subject to the other provisions of lh.s 3cheme, in so far as the assets of the Automobile

Seating Undertaking are concerned, :he security, pledge, existing charges and mortgages,

over such assets, to the extent they relate to any loans or borrowings of the Remaining

Business of SMIL shall, without uiy f�rther act, instrument or deed be released and

discharged from the same and shaU :,o :-0cger be available as security, pledge, charges and

mortgages in relation to those liabilities afSMIL which are not transferred to NACL.

5.17. lo so far as the assets of the Remaining Business of SMIL are concerned, the security, pledge,

existing charges and mortgages over su::h assets, to the extent they relate to any loans or

borrowings of the Automobile Seati.1g Undertaking shall, without any further act, instrument

or deed be released and discharged fr:m: such security, pledge, charges and mortgages. The

absence of any formal amendment whc':I may be required by a bank and/or financial

institution in order to affect such release !he.II not affect the operation of this clause.

5.18. In so far as the existing security in r�srect of the loans and other liabilities relating to the

Remaining Business of SMIL are ::ooc.imed, such security shall, without any further act,

instrument or deed be continued witll EMIL only on the assets which are remaining with

SMlL.

5.19. Without any prejudice to the provisic■s of the foregoing clauses and upon the Scheme being

effective, SMIL, and NACL shall el!.ecut� any instrument(s) and/or document(s) and/or do all

the acts and deeds as may be requ rtd, in�luding the filing of necessary particulars and/or

modification(s) of charge, with the F.egis:rar of Companies, Delhi and Haryana to give formal

effect to the provisions of this clause 3Dd foregoing clauses, if required.

5.20. Upon the coming into effect of tri> S:heme, SMIL alone shall be liable to perform all

obligations in respect of all debts. liabilities, duties and obligations pertaining to the

Remaining Business of SMJL and NACL shall not have any obligations in respect of the

Remaining Business of SMIL.

5.21. The foregoing provisions shall operite, Potwithstanding anything to the contrary contained in

any instrument, deed or writing or the tams of saoction or issue or any security documents,

all of which instruments, deeds or ,s.rit ngs shall stand modified and/or superseded by the

foregoing proVtilfot't!PR Auto Com�r rits Ltd.

��<JC;is' \I\) 0v ( A:! t!; Signatory

For SHAROAMOt()R INDUSTRIES LTD.

fgnatory

'·

5.22. On and from the Effective Date, and thereafter, NACL shall be entitled to operate all bank

accounts of SMIL, in relation to or in connection with the Automobile Seating Undertaking,

and realize all monies and complete aod enforce all pendi11g contracts and transactions and to

accept stock returns and issue credit nores in respect of $MIL, in relation to or in connection

with tbe Automobile Seating Undertaking, in the name of NACL in so far as may be

necessary until the transfer of rights Md obligations of the Automobile Seating Undertaking

to NACL under this Scheme have been formally given effect to under such contracts and

transactions.

5.23. For avoidance of doubt and without prejudice to the generality of the applicable provisions of

the Scheme, it is clarified that with effect from the Effective Date and till such time that the

name of bank accounts of SM1L, in rel1':ion to or in connection with the Automobile Seating

Undertaking, have been replaced with tJat of NACL, NACL shall be entitled to operate the

bank accounts of SMIL, in relation to or in connection with the Automobile Seating

Undertaking, in the name of SMJL i:1 so far as may be necessary. All cheques and other

negotiable instruments, payment orde:s received or presented for encashment, which are in

the name of SMIL in relation to or in c:mnection with the Automobile Seating Undertaking,

after the Effective Date shall be accepred by the bankers of NACL and credited to the account

of NACL, if presented by NACL. NACL shall be allowed to maintain bank accounts in the

name of SMIL for such time as may be determined to be necessary by NACL for presentation

and deposition of cheques and pay orders that have been issued in the name of SMJL, in

relation to or in connection with the Automobile Seating Undertaking. It is hereby expressly

clarified that any legal proceedings by or against SMTL, in relation to or in connection with

the Automobile Seating Undertaking, in relation to the cheques and other negotiable

instruments, payment orders received or presented for encashment, which are in the name of

SMIL shall be instituted, or as the case may be, continued by or against NACL after the

coming into effect of this Scheme.

5.24. It is clarified that in order to ensure th, ;mootJ1 transition and sales of products and inventory

of SMlL, in relation to or in co(n�ction with the Automobile Seating Undertaking,

manufactured and/or branded and/or labelled and/or packed in the name of SMIL prior to the

Effective Date, NACL shall have the right to own, use, market, sell, exhaust or to in any

manner deal with any such products and inventory (including packing material) pertaining to

the Automobile Seating Undertaking at ::nanufacturing locations or warehouses or retail stores

or elsffleij0�ithout making any modifications whatsoever to such products and/or theirAuto Compc- .,�, Id F .

�

's - . or SHARDA M TO INDUSl. . 0

t\11:S LTD.

0\�\)� 16 ,-� Auth J Signab,yA o S1kf i::in ....... _.

branding, packing or labelling. All invoices/payment related documents pertaining to such

products and inventory (including packing material) shall be raised in the name of NACL

after the Effective Date.

5.25. A list of assets and liabilities of the Automobile Seating Undertaking known as on the

Appointed Date is annexed as Schedule IT.

6. LEGAL PROCEEDINGS

6.1. Upon the coming into effect of this Scheme, all legal or other proceedings (including before

any statutory or quasi-judicial authority or tribunal) by or against SMJL, under any statute,

whether pending on the Appointed Date, or which may be instituted any time in the future

and in each relating to the Automobile Seating Undertaking shall be continued and enforced

by or against NACL after the Effective Date. In the event that the legal proceedings referred

to herein require SMTL and NACL to be jointly treated as parties thereto, NACL shall be

added as a party to such proceedings and shall prosecute and defend such proceedings in co

operation with SMIL. In the event of any difference or difficulty in determining as to whether

any specific legal or other proceedings relate to the Automobile Seating Undertaking or not, a

decision jointly taken by the Board of Directors of SMJL and NACL in this regard, shall be

conclusive evidence of the matter.

6.2. If proceedings are taken against SMJL in respect of the matters referred to in clause 6.1

above, it shall defend the same in accordance with the advice of NACL and at the cost of

NACL, and the latter shall reimburse and indemnify SMTL against all the liabilities and

obligations incurred by SMlL in respect thereof.

6.3. NACL shall have all legal or otber proceedings initiated by or against SMJL with respect to

the Automobile Seating Undertaking, transferred into its name and to have the same

continued, prosecuted and enforced by or against NACL to the exclusion of SMIL.

7. CONTRACTS, DEEDS, ETC.

7.1. Upon the coming into effect of this Scheme and subject to the provisions of this Scheme, all

contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of

whatsoever nature in relation to the Automobile Seating Undertaking to which SMIL is a

party or to the benefit of which SMIL may be eligible, and which are subsisting or have effect

For NORi/birted�..h.efare1thl) Effective Date, shall be in full force and effect b·JJUnt1n s Llr ForSHARDAM1-

�'9fc}�sed s· -i 1

rgn, f

favour of NACL, as the case may be, and □ay be enf:Jrced as fully and effectually as if,

instead ofSMil, NACL had been a party or beneficiary or obligee thereto.

7.2. Notwitl1standing the fact that ·,esting of the Automobile Seating Undertaking occurs by virtue

of this Scheme itself, NACL may, at any time after the coming into effect of this Scheme, in

accordance with the provisions hereof, if so required, :ake such actions and execute such

deeds (including deeds of adterence), confinnations or other Writings with any party to any

contract or arrangement lo which SlvlIL is a party or ru1} writings as may be necessary to be

executed in order to give fonul effect to the above provisions. NACL will, if necessary, also

be a party to the above. NAO.. shall, under the provisions of this Scheme, be deemed to be

authorized to execute any such writings on b!half of SMIL and to carry out or perform all,

such formalities or compliances referred to above on the! part of SMCL to be carried out or

perfom1ed.

7.3. Without prejudice to the aforesaid, it is clarifad that if any asset! (estate, claims, rights, title,

interests in or authorities rela!ing to such assets) or any contract, deeds, bonds, agreements,

schemes, arrangements or other instruments of whatsoever nature in relation to the

Automobile Seating Undertaking which SM!l own or tc which SM:IL is a party to, cannot be

transferred to NACL for an} reason whatso?ver, SMIL shall hol:I such asset or contract,

deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature

in trust for the benefit of�A·'.:L, in so far as it is permissible so to do, till such time as the

transfer is effected.

8. SA YING OF CONCLUDED TRAN5ACTlONS

8.1. The transfer and the vesting of the assets, liabilities and obligations of the Automobile

Seating Undertaking under cl3use 5 hereof aod the continuance of proceedings by or against

NACL under clause 6 here0f sball not affect any transactim1 or proceedings already

completed by SMIL on or after the Appointed Date, to the end and intent that NACL accepts

all acts, deeds and things done and executed by and/or on behalf of SMIL as acts, deeds and

things made, done and executed by and on be�_alf ofNACL.

9. STAFF, EMPLOYEES & WORKMEN

9.1. Upon the coming into effect of this Scheme, all the employees relating to the Automobile

Seating Undertaking that were employed by SMIL, immediately before the Effective Date,

For NOR A t C shall become the employees of NA CL without any break or intefruption of service and withu o ompone

.

nts

.

Ltd. F0< SHARDA MOT

�

R DUSTRIES LTD

A�t� 18 Aut l d Signatory

the benefit of continuity of service on terms and conditions which are not less favourable than

the terms and conditions as were applicable to such employees relating to the Automobile

Seating Undertaking of SMIL immediately prior to the demerger of the Automobile Seating

Undertaking.

9.2. NACL agrees that the service of all employees pertaining to the Automobile Seating

Undertaking with SMIL up to the Effective Date shall be taken into account for the purpose

of all retirement benefits to which they may be eligible in SMIL up to the Effective Date.

NACL further agrees that for the purpose of payment of any retrenchment compensation,

gratuity or other terminal benefits, such past service with SMIL, shall also be taken into

account and agrees and undertakes to pay the same as and when payable.

9.3. Upon the coming into effect of this Scheme, NACL shall make all the necessary contributions

for such transferred employees relating to the Automobile Seating Undertaking, and deposit

the same in provident fund, gratuity fund or superannuation fund or any other special fund or

staff welfare scheme or any other special scheme. NACL will also file relevant intimations in

respect of the Automobile Seating Undertaking to the statutory authorities concerned who

shall take the same on record and substit11te the name ofNACL for SMIL.

9.4. In so far as the existing provident fund, gratuity fund and pension and /or superannuation

fund/tnists, retirement funds or employees state insurance schemes or pension scheme or

employee deposit linked insurance scheme or any other benefits, if any, created by SMIL for

employees of the Automobile Seating Undertaking are concerned, such proportion of the

funds, contributions to the funds or the scheme or the investments made into the funds

relatable to the employees pertaini11g to the Automobile Seating Undertaking as on the

Effective Date, who are being transferred along with the Automobile Seating Undertaking in

terms of the Scheme, upon the coming into effect of this Scheme, shall be transferred to the

For SHAR�AM.fTOR INDIJ�ltihds, schemes or trusts ofNACL and till the time such necessary funds, schemes

or trusts are created by NACL, all contribution shall continue to be made to the existing orised Signatory

/ funds, schemes or trusts of SMIL.

10. CONDUCT OF BUSINESS

I 0.1. With effect from the Appointed Date and up to and including the Effective Date:

a) $MIL undertakes to carry on and shall be deemed to carry on all businesses aod

For NOR Auto Co�onents fi�:ities and stand possessed of the properties and assets of the Automobile Seating

� Undertaking, for and on account of and in trust for NACL. Authorised Signatory

19

b) All profits accruing lo SM1L and all taxes thereon or losses 2:ising or incurred by it

with respect to the A�tomobile Seating Undertaking shall, for all purposes, be treated

as and deemed to be the profits, truces or losses, as the case m.r> be, ofNACL.

c) All accretions and depletions in relation to the Automobile Sezting Undertaking shall

be for and on accoul.lt of NA CL.

I 0.2. With effect from tl1e date of tpproval to the Scheme by the Board of Directors of SMlL and

NACL, and upto and includicg the Effective Date:

a) SMJL shall carry a:: the business of the Automobile Seatir.g Undertaking with

reasonable diligence 3nd business prudence and in the same ,ianner as it had been

doing hithe1to.

b) Except with the coi: ... -et1t of their respective Board of Direc:ors, SMIL and NACL

shall not make any ch3nge in its respective capital structure ei:her by any increase (by

issue of equity share;, bonus shares, convertible debentures o- otherwise), decrease,

reduction, reclassifiec.tion, sub-division or consolidation, re-:irganization, or in any

other manner effect the reorganization of capital of NACL.

10.3. NACL shall also be entitlec, pending the sanction of the Scheme, :o apply to the Central

Government, State Government, and all other agencies, departments and statutory authorities

concerned, wherever necessa:y, for such consents, approvals and sanc:ioos which NACL may

require including the regislr3.ion, approvals, exemptions, reliefs, etc , as may be required/

granted under any law for tira� being in force for carrying on busines; :,: Automobile Seating

Undertaking.

10.4. From the date of filing of this Scheme with the Tribunal and upto and .ncluding the Effective

Date, SMIL and NACL shell. unless expressly prohibited under this Scheme, carry on their

respective business in ordinary course, including payment of any dividend and with the MOTOR INDU:, I r(,._s '- .J

approval of their respective B:,ard any other activity or business as m:i.:,, be deemed necessary

uthori91!diq!lgna\ffll the opinion of the Board. �

11. TREATMENTOFTAX

11. I. NACL will be the successor of SMTL vis-a-vis the Automobile Seati:ig Undertaking. Hence,

it will be deemed that the benefits of any tax credits whether centra� state, o� local, availed

For NOR Auto Compo1;11sr�-.,;�ldie Automobile Seating Undertaking and the obligations, n any, for payment of

�"6'\>i) .0 taxes on any assets of th:< Automobile Seating Undertaking or ll1eir erection and/or v 'v I.J ·Aut�rised Signatory

20

installation, etc. shall be deemed to have been availed by NACL, or as the case may be

deemed to be the obligation ofNACL.

11.2. With effect from the Appointed Date and upon the Scheme becoming effective, all taxes,

duties, cess, receivables/payables by SMIL relating to the Automobile Seating Undertaking

including all or any refunds/credits/claims/tax losses/unabsorbed depreciation relating thereto

shall be treated as the essets/liability or refund/credit/claims/tax losses/unabsorbed

depreciation, as the case may be, of NA CL.

11.3. SMlL and NACL are expressly pem1itted to revise their financial statements and

retums(including income tax �etums, withholding tax retun1s, OST returns and tax deducted

at source ('TDS') certificates) along with prescribed fonns, filings and annexures and under

the Income Tax Act, 1961, incirect taxes including goods and services tax and other tax Jaws,

and to claim refunds, advance tax, credits (including minimum altemate tax, tax deducted at

source, wealth tax, etc.), excise and service tax credits, OST credits, set off etc. and for

matters incidental thereto, if -equired to give effect to the provisions of the Scheme. Such

returns may be revised and filed notwithstanding that the statutory period of such revision and

filing may have expired.

11 .4. Any refund, under the Income-tax Act, 1961, Goods & Service Tax, Service Tax laws, Excise

Duty laws, Central Sales Ta�, applicable State Value Added Tax laws or other applicable

laws/ regulations dealing with ta.xes/ duties/ levies due to Automobile Seating Undertaking of

SMIL consequent to the asse�sment made on SMTL and for which no credit is taken in the

accounts as oo the date immecriately preceding the Appointed Date shall also belong to and be

received by NACL upon tbis Scheme becoming effective.

11.5. The tax payments (iocluding, without limitation income rax, Goods & Service Tax, Service

Tax, Excise Duty, Central Sales Tax, applicable State Value Added Tax, etc.) whether by way

of tax deducted at source, rivance tax, all earnest monies, security deposits provisional

payments, payment under pr)test, or othenvise howsoever, by SMLL with respect to the

Automobile Seating Underta� ing after the Appointed Date, shall be deemed to be paid by

NACL and shall, in all proceedings, be dealt with accordingly.

11.6. Further, any tax deducted at ,ource by SMIL / NACL with respect to Automobile Seating

Undertaking on transactions -vith S!VIIL/ NACL, if any (from Appointed Date to Effective

Date) shall be deemed to be rivance tax paid byNACL and shall, in all proceedings, be dealt

with accordingly.

For NOR Auto Componp�• -oi 'd.�o�w"""

A ' 21

ry

For SHARDA MO�,INDUSTRIES LTD.

A�d Signatory _.,,.,

11. 7. Obligation for deduction of tax at source on any payment made by or to be made by SMIL

shall be made or deemed to have been made and duly complied with by NACL.

I I .8. Upon the Scheme becoming effective, all unavailed credits and exemptions, benefit of carried

forward losses and other statutory benefits, including in respect of income tax, Goods and

Service Tax, Cenvat, Customs, VAT, Sales Ta'<, Service Tax etc. relating to the Automobile

Seating Undertaking to which SMIL is entitled to shall be available to and vest in NACL,

without any further act or deed.

11.9. The Board of Directors ofSMIL shall be empowered to determine if any specific tax liability

or any tax proceeding relates to the Automobile Seating Undertaki11g and whether the same

wou Id be transferred to N ACL.

12. CONSIDERATION

12.1. Upon the coming into effect of this Scheme and in consideration of the transfer and vesting of

the Automobile Seating Undertaking of SM IL in NACL, NACL shall, without any further act

or deed, issue and allot to the equity shareholders of SMTL, whose names appear in the

Register of Members of SMIL, on a date (hereinafter referred to as "Record Date") to be fixed

in that behalf by the Board of Directors of SM[L in consultation with NACL for the purpose

of reckoning the names of the equity shareholders of SMIL, in consideration for the transfer

of the Automobile Seating Undertaking in the following proportion namely,:

"for every I (O11e) equity sltare of face value of INRJ0I- (Rupees Te11 011/y} eaclt lteld i11

SMIL as 011 1/te Record Dale, tlte equity sltareltolders of SMJL slta/1 be issued I (O11e)

equity share of face value JNRJ0/- (Rupees Te11 011ly) eaclt credited as fully paid-up in

NACL"

12.2. The new equity shares issued, pursuant to clauses 12.1 above, shall be issued and allotted in a

dematerialized form to those equity shareholders who hold equity shares in SMIL in

dematerialized form, into the account with the depository participant in which the equity

shares of SMIL are held or such other account with the depository participant as is intimated

by the equity shareholders of SM[L to NACL before the Record Date. All those equity

shareholders of SMlL who hold equity shares of SMIL in physical form shall also have the

option to receive the new equity shares, as the case may be, in dematerialized form, provided

SHMIMMQ)'ORINOUSth

TRIEd $�

TO

I 'r h · ·m I d . . . . . d. . . NACLe eta1 s o · t e1r account w1 t 1e epos,tory part1c1pant are mt1mate m wntrng to

rise8�?9ncf!m-fecord Date. In the event that NACL has received notice from any equity

shareholder of SM[L that equity shares are toft19ripll!!ffi ,il..�.l�}8Wip£f/-leR£ilfllY equity

22 ��-� Author�d Signatory

shareholder has not provided tbe requisite details relating to his/her/its account with a

depository participant or otber confirmations as may be required or if the details furnished by

any equity shareholder do no: permit electro,ic credit of the shares of NACL, then NACL

shall issue new equity shares ofNACL in aco:rdance with clauses 12. l above, as the case may

be, in physical form to such e:;uity shareholM�.

12.3. The new equiry shares of NA.CL to be issuejj to the shareholders of SMIL in tenns of this

scheme, shall be subject to the provisions of i:.,e Memorai1du111 of Associ3tion and Articles of

Association ofNACL and shall rank pari-pas;;u, in all respects with the then existing equity

shares in NACL in all respects including dividends.

12.4. Where the new equity sharei of NACL are to be allotted, pursuant to this scheme, tc heirs,

executors or administrators or, as the case may be, to successors of deceased equity

shareholders of SMJL, the concerned heirs, aecutors, administrators or successors shall be

obliged to produce evidence of title satisfacto;y to the Board of Directors ofNACL.

12.5. The new equity shares to be issued by NACL, pursuant to this scheme, in respect of any

equity shares ofSMJL, which are held in abe:,.ance under the provisions of Section 126 of the

Act or otherwise shall, pen:ling allotment c,r settlement of dispute b;, o:der of court or

otherwise, be held in abeyance by NACL.

12.6. The approval of this Scheme shall be dcened to be due compliance :,f the provisions of

section 62 of the Act and ott.er relevant and 6e Act and applicable prov.sioos of tbc Act, for

the issue and allotment of nev. equity shares b,y NACL to the shareholder.;, as provided in this

Scheme.

12.7. In the event of there being any pending share :ransfers, whether lodged or outstanding, of any

shareholders of SMIL, tbe Board of Direct01s of SMlL shall be empo..,ered in appr:ipriate

cases, prior to or even subsequent to the Recc,-d Date, to effectuate such a transfer in SMIL as

if such changes in the regis1ered holder were operative as on the Reccrd Date, in order to

remove any difficulties arising to SMIL or N.',CL of equity shares in NACL issued by NACL

upon the coming into effect cf this Scheme.

12.8. NACL shall, if and to the extent required t:>, apply for and/or intima:e ancVor obtain any

approvals from die concerned regulat01y au1:1orities. NACL shall comply with the relevant

and applicable rules and regulations inc uding the provisions of Foreign Ex.change

Management Act, 1999, if any, ro enable NI..CL to issue and allot new equity shares to the

non-residents if any. For NOR Auto Compo�ents Ltd

(A-�"""1/\)� 23

Authoris0<. ,- '"c>!ory

For SHARDA MOTIDUSTRIES LTD.

A.It d Signatory

\

12.9. The new equity shares to be issued by NACL, in terms of this Scheme, will be listed and/or

admitted to trading on the BSE and NSE, where the equity shares of SMIL are listed and/or

admitted to trading in terms of the provisions of Securities and Exchange Board of India

(Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable

regulations. NACL shall enter into such arrangements and give such confirmations and/or

undertakings as may be necessary in accordance with the applicable laws or regulations for

complying with the formalities of the aforesaid stock exchanges. On such formalities being

fulfilled the said stock exchanges shall list and /or admit such new equity shares also for the

purpose of trading. The new equity shares allotted by NACL, pursuant to t11is scheme, shall

remain frozen in the depositories system till the listing/trading pennission is given by the

BSE and NSE.

12.10. There shall be no change in the shareholding pauem ofNACL between the record date and

the I isting.

13. ACCOUNTING TREATMENT

Accounting treatment in the books of SMIL

On effectiveness of the Scheme and with effect from the Appointed Date, SMIL sbalJ account for

Demerger of the Automobile Seating Undertaking in its books of account in accordance with the

Indian Accounting Standard (IND AS) prescribed under Section 133 of the Companies Act, 2013, as

notified under the Companies (Indian Accounting Standard) Rules, 20 IS and generally accepted

accounting principles, as may be amended from time to time, as under:

13.1. All the Assets and the liabilities of the Automobile Seating Undertaking shall be reduced at

their Book Value.

13.2. The difference between the book value of assets and book value of liabilities of the

Automobile Seating Undertaking shall be adjusted first against: the free reserves of SMIL.

13.3. Upon the Scheme being effective, the investment of SMIL in NACL shall stand cancelled.

Upon cancellation, SMfL shall credit: its investment in NACL, the value of investment held

by SMIL in NACL, which stands cancelled and the same shall be debited to the current year

Profit and Loss Account of SM IL.

13.4. If considered appropriate for compliance with Accounting Standards, SMIL may make

suitable adjustment to the accounting treatment and adjust the effect thereof in the manner

F ND detennined by the Board of Directors ofSMlL. or R Auto Compon3nts Ltd.

CA-�lSVv� Authorised Signatory 24

For SH.W>AMO� liOUSTRIES LTD.

Aut�d Signatory -

Accounting treatment in the books ofNACL

On effectiveness of the Scheme and with effect from ll1e Appointed Date, sir..ce the transac:ion

involves entities which are ultimately controlled by the same party be1ore and after the transaction,

the Resulting Company shall account for Demerger of the Demerged Undertaking in its books of

account in accordance with Appendix C 'Business combinations of entities under common controf' of

the Indian Accounting Standard (IND AS) I 03 for Business Combinarion prescr:bed under Sec:ion

133 of the Companies Act, 2013, as notified under the Companies {Indian Accounting Standard)

Rules, 2015 and generally accepted accounting principles, as may be a.."llended frcm time to time, as

under:

13.5. NACL shall record the assets and liabilities of the Automobile :Seating Undertaking vestd in

it pursuant to this Scheme at the respective Book Values thereof

13.6. NACL shall credit its share capital account with the aggregate face value of the new equity

shares issued by it to the members of SMIL pursuant to Clause 12 of this $:heme.

13.7. In respect of cancellation of shares held by SMIL, NACL shall debit ID its Equity Share

Capital Account, the aggregate face value of existing equity stares held by SMlL in NACL

with a corres;:>0nding credit to Capital Reserve ofNACL.

13.8. The differen:e between clause 13.5 and clause 13.6 above shall be recorded as Capital

Reserve.

13.9. If considerec appropriate for the purpose of application of unrrorm acco·Jnting policies and

method or f:>r compliance with the applicable Accounting Standards, NACL may make

suitable adjustment and adjust the effect thereof in the mannec- determined by the Boar:l of

Directors ofNACL.

14. REDUCTION OF SH.ARE CAPITAL OF NACL

14.1. With the issLe and allotment of the new equity sbnres by NACL to the eqcity shareholders of

SMIL in accordance with clauses 12 of the Scheme, in the books of NA.CL, all the e�uity

shares issued by NACL to SMIL and held by Sl\1IL shall stand cancelled, extinguished and

annulled on and from the Effective Date.

14.2. The cancelllllion, as aforesaid, which amounts to reduction of s;3are capital ofNACL, shall be

effected as an integral part of this Scheme itself in accordance with the provisions of section

For�

MOTOR IN��All>and the order of the Tribunal sancticning the Scheme shall be deemed to be also

the order under Section 66 of the Act fcf<llid\jillij,e'l;etQf�ttw8\W1fg'l_fff.luction. TheAuthorised Signatory

J. ---25 GI\ �"'6'\') ' 7\uthO"ised Signatory

reduction would not involve either a diminution of liability in respect of unpaid share capital

or payment of paid-up share capital.

14.3. Notwithstanding the reduction as mentioned above, NACL shall not be required to add "and

reduced" as suflix to its name and NACL shall continue in its existing name.

15. REMAINING BUSINESS TO CONTINUE WITH SMIT,

15.1 The Remaining Business and all the assets, liabilities and obligations pertaining thereto shall

continue to belong to and be vested in and be managed by SMIL subject to the provisions of

the Scheme.

15.2 All legal or other proceedings by or against SMIL under any statute, whether pending on the

Appointed Date or which may be instituted in future whether or not in respect of any matter

arising before the Effective Date and relating 10 the Remaining Business(including those

relating to any property, right, power, liability, obligation or duties of SMIL in respect of the

Remaining Business) shall be continued and enforced by or against SMIL. NACL shall in no

event be responsible or liable in relation to any such legal or other proceedings by or against

SMIL.

15.3 With effect from the Appointed Oaie and up to and including the Effective Date:

a) $MIL shall carry on and shall be deemed to have been carrying on all business and

activities relating to the Remaining Business for and on its own behalf;

b) all profits and income accruing or arising to SMlL, and any cost, charges, losses and

expenditure arising or incurred by it (including taxes, if any, accruing or paid in

relation to any profits or income) relating to the Remaining Business shall, for all

purposes, be treated as and be deemed to be the profits income, losses or expenditure,

as the case may be, ofSMIL; and

c) all employees relatable to the Remaining Business shall continue to be employed by

SMTL and NACL shall not in any event be liable or responsible for any claims

whatsoever regarding such employees.

for ND?.,• ;;to Componer ·

��t't-� �. t Aoth6ri�e'e's1gna or/

26

orised Signatory

__,,.-

�

PART C- GENERAL TERMS & CONDITIONS

16. APPLICATION TO TRIBUNAL

The Companies shall, with all reasonable dispatch, make necessary applications/petitions under

Sections 230 to 232 of the Act read with section 66 of the Act, and other applicable provisions of the

Act to the Tribunal for seeking sanction of this Scheme.

17. MODIFICATION OR AMENDMENTS TO THE SCHEME

17 .1. SMlL and NACL, by their respective Boards of Directors (the "Board", which term shall

include committee thereof and/or person(s) authorized by the Board or the committee), may

assent to/make and/or consent to any modifications/an1endments of any kind to the Scheme or

to any conditions or limitations that the Tribunal, as the case may be, as applicable and/or any

other authority (including SEBI and stock exchanges) under law may deem fit to direct or

impose, or which may otherwise be considered necessary, desirable or appropriate as a result

of subsequent events or othenvise by them (i.e. the Board).

17 .2. SMIL and NACL by their respective Board are authorized to take all such steps as may be

necessary, desirable or proper to resolve any doubts, difficulties or questions whatsoever for

carrying the Scheme into effect, whether by reason of any directive or order of any other

authorities or otherwise howsoever, arising out of or under or by vinue of the Scheme and/or

any matter concerned or connected therewith.

18. CONDITIONALITY OF THE SCHEME

This Scheme is and shall be conditional upon and subject to:

18.1. The requisite consent, approval or permission from BSE and NSE and/or SEBI under

Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirement) Regulations, 2015, which by law or otherwise may be necessary for

the implementation of this Scheme in compliance with the provisions of SEBT Circular;

l8.2. The approval of the Scheme by the respective requisite majorities of the shareholders and/or

creditors (where applicable) of the Companies in accordance with Section 230 to 232 of the

Act read with section 66 of the Act;

18.3. The Scheme being sanctioned by the Tribunal in terms of Sections 230 to 232read with

section 66 of the Act and other relevant provisions of the Act and the requisite orders of the

Tribunal; For NOR Auto Comronents Ltd.

��al\ 27

For SHARDA �

Tr

R INDUSTRIES LTD.

�rised Signatory -

\

18.4. Such other approvals and sanctions including from government authorities or contrac:ing

party as may be required by law or contract for the Scheme; and

18.S. Certified copies of the order, of the Tribunal sanctioning this Scheme being filed with the

ROC by SMIL and NACL as per the provisions of the Act.

19. EFFECT OF NON-RECEIPT OF APPROVALS

In the event of any of the approvals or conditions enumerated in the Scheme not teing obtained oc

complied with, or for any other reason, this Scheme cannot be implemented, then the Board of

Directors of the Companies shall mutually waive such conditions as they may consi,jer appropriate 10

give effect, as far as possible, to this Scheme and failing such mutual agreement the Scheme mall

become null and void and each part; shall bear and pay their respective costs, charges and expe:ises

in connection with this Scheme.

If any part of this Scheme is found tc be unworkable or unviable for any reason whE.tsoever, the same

shall not, subject to the decision of the Board of Directors of the Companies affe::t the validity er

implementation of the other parts and/or provisions of this Scheme.

20. COSTS, CHARGES AND EXPENSES

All costs, charges, taxes includir g duties, levies and all other expenses, if any (save as

expressly otherwise agreed) of SMC and NACL arising out of or incurred in connection with and

implementing this Scheme and matters incidental thereto shall be borne equally by �M"IL and NACL.

For NOR Auto Compfinents Ltd.

8'�wo.J--Authorisect Signatory

28

\

SCHEDCLE - l

IMMOVABLE FROPERTIES

Li.st of immovable property(ies) forming part of .Automobile Seating business, owned by SMIL

Location (Address)

C-506, Block-C, Pioneer Industrial Park (Vil13ge Bhudka), Pathredi, Gurgaon,

Haryana

For NDRAuto Comnonents Ltd. ��M


29

MOTOR INDUSTRIES LTD


'

SCHEDULE - II

LIST OF ASSETS AND LIA1HLITIES PROPOSED TO BE TR.ANSRFERRED FROM SMIL TO

NACL PURSUANT TO DLMERGER

(Rs. ln Lakhs)

Resulting O>mpany

s. Particulars Asa1

No. December 31, 2018

11 loaudited)

I. Assets

Non-eurrent assets

(a) Propeny. plant and equipment 3,988.26

(b) Capital work ia progress 6.50

(c) Intangible assets 8.02

(d) Financial asseLS

(i) Investments 165.50

(ii) Other financial asseLS 49.85

(e) Non-current tax asset (net) .

(I) Other aon-currcnt asseLS -

Total non-current assets 4,:.18.13

Currem asseLS

(a) Invemories ,45.49

{b) Financial assets

(i) lnvestmenLS I,<-27.33

(ii) Trade receivables 1,:39.12

(iii) Cash and cash equivalents 1,146.11

(iv) Bank balances other than (iii) above 6,071.56

(v) Other financial assets 8.84

(c) Other current asseLS 10.32

(d) Asset classified as held for sale 0.08

Total current asseLS 11.448.85

Total assets 15,,66.98

II Liabilities

Non- current liabiHties

(a) Financial liabilities

(i) Borrowings -(ii) Other financial liabilities

(b) Provisions 14.73

(c) Deferred tax liability (net) -

(d) Other non-current liabilities 183.55

Total non- current liabilities 198.28

Current liabilities

(a) Financial liabilities

(i) Borrowings -

(ii) Trade payables

- Total outstanding dues to micro and small enterprises -

- Total outstanding dues to parties other than micro and smal enterprises 2,;)74.39

(iii) Other financial liabilities 1.38

(b) Other currem liabilities 244.61

(c) Provisions 29.13

(d) Curren! tax Liabilities (net)

- .Tru«I <nrreo• liabilities For SHARDA I nroR INDl.ST IES LTD. 2,349.51·-• '\ � U,HV _..,, I 1�v111:.nlS LtdTotal liabilities \ 2.547.79

CA-�� Signatory30 \�

� 1/

\

Details of contingent liabilities pertaining I o Automobile Seating Undertaking as part of this Schedule

(Amount in Rs.)

liabilities of Sitting Business Details of Contingent Li As on 31st Dec 2018

31.12.18

Excise Matter 2,95,893

Service Tax Matter

Labour Court Matter 23,28,073

26,23,966

Other show cause Noti ices (Not part of Contingent Liabilities)

Excise Matter 4,39,416 Service Tax Matter (Surajpur) 26,44,481

30,83,897 part of Contingent Liabilities) other Civil Case (Not p

Civil • case (Pathredi) 3,58,_742

For NOR Auto Co

�� Authon

::cts Ltd.

sed Signatory

For

31

TOR INDUSTRIES LTD.

Signatory

0

March 25, 2019

To,

Rajesh Mittal Registered Valuer:- Securities or Financial Assets

[Registration No. IIlBI/RV /03/2018/ 10074] C-56, Soami Nagar, Nt:w Delhi 110017

mdra alamakcapital.c_om/ 011-41329808

The Board of Directors

Sharda Motor Industries Limited

D-188, Olchla Industrial Area,

Phase-I, New Delhi -110020

Sub.: Report on share entitlement ratio for the proposed Scheme of Arrangement between Sharda

Motor Industries Limited, NDR Auto Components Limited and their respective shareholders and

creditors

Dear Sir / Madam,

We refer to the engagement letter dated February 27, 2019 with Sharda Motor Industries Limited

(referred to as "SMIL" / "Demerged Company") to report on reasonableness of share entitlement

ratio for the proposed demerger of Automobile Seating Undertaking of SMIL into NOR Auto

Components Limited ("NACL" / "Resulting Company"), as a part of Scheme of Arrangement with

effect fror,1 Appointed date, December 31, 2018 (end of day).

�hare entitlement ratio is the number of shares of NA�L, that a shareholder of SMIL would be

entitled to ,r. proportion to the existing shareholding in SMIL. The definition of Demerged

Undertaking as per the draft Scheme provided to us is placed in Annexure I.

SCOPE AND PURPOSE OF ENGAGEMENT

This transaction is j'.)roposed under a Scheme of Arrangement under Section 230-232 and other

appli::able provisions of the Companies Act, 2013, as may be applicable read with Section 66 of the

Companies Act, 2013 (the "Scheme"). As per the Scheme, NACL will issue its shares to the

shareholders of SMIL as a consideration for the demerger.

Tllis r.?port is subject to the scope limitations, exclusions and disclaimers detailed hereinafter. As

such !he report is to read in totality and not in parts, in conjunction with the relevant documents

referred Lo therein.

BACKGfWUND

Sharda Motor Industries Limited / Demerged Company is a public limited company incorporated

under the provisions of Companies Act, 1956 on January 29, 1986 bearing Corporate Identification

Number L74899DL1986PLC023202. The registered office of SMIL is situated at 0-188, Okhla

Industrial Aren, Phase-I, New Delhi - 110020. The paid up share capital of SMIL as on March 25, 2019

consi!.ted 59,46,326 Equity Shares of face value Rs. 10/- each.The equity shares of SMIL are listed on

80mbay Stock Exchange Limited ("BSE") &National Stock Exchange of India Limited ("NSE"). SMIL has

the following business undertakings:

0


[Registration No. IBBI/RV /03/2018/ 10074] C-56, Soami Nagar, New Delhi 110017

md{a.alamakcapital.com/ 011-41329808

(a) Suspension, Exhaust and Silencer, White goods i.e. Air conditioner, Canopy & componentsthereof Undertaking (Other than Automobile Seating Undertaking) engaged in manufacturing ofsuspension, exhaust and silencer, white goods; and

NDR Auto Components Limited / Resulting Company is a public limited company incorporated under the provisions of Companies Act, 2013 on March 19, 2019 bearing Corporate Identification Number U29304DL2019PLC347460. The registered office of NACL is situated at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020.The paid up share capital of NACL consist of 10,000 equity shares of face value Rs. 10/- each.The equity shares of NACL are currently not listed on c1ny stock exchange. NACL is a wholly owned subsidiary of SMIL.

As per the draft scheme and discussions with the management of SMIL, we understand that upon demerger, transfer and vesting of Demerged Undertaking in NACL, shares of NACL will be issued to the shareholders of SMIL such that NACL and SMIL will have mirror shareholding upon issue of shares.

SOURCES OF INFORMATION

For the purpose of this exercise, we have,

• Considered the unaudited carved out financials of Demerged Undertaking as on December 31,2018

· • Considered the draft scheme of Arrangement ("Draft Scl1e111e")

• Considered the existing shareholding pattern of SMIL and NACL

• Relied on the representations of Management

• Carried out such other analysis, reviews and inquires as we considered necessary.

SCOPE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS

We have relied upon the information, data and explanations given to us by the Management of SMIL for the purposes of concluding on the reasonableness of Share Entitlement ratio in connection with the proposed demerger. We have not carried out a due diligence or audit of Demerged Undertaking or SMIL nor have we independently investigated or otherwise verified the data provided. We do not express any form of assurance that the financial information or other information as provided by the Management is accurate.

Our conclusions assumes that Demerged Undertaking, SMIL and NACL comply fully with the relevant laws and regulations applicable in all its areas of operations unless otherwise stated, and that demerged undertaking are being managed in a competent and reasonable manner. Further, except as specifically stated to the contrary, this report has given no consideration to matters of legal nature, including issues of legal title and compliance with local laws, and litigation and other

�-.__ingent liabilities that are not recorded in audited carved out balance sheet of Demerged'<-SH fvtt)'

>

eg. o. l r...,, .... unv10J/ * � 2018/10074 t;

G'/ ' .Sr��.-. ,1,.

23


[Registration No. IBBI/RV /03/2018/ 10074) C-56, Soami Nagar, New Delhi 110017

mdra:alamakcapital.com/ 011-41329808

Undertaking. Our conclusion on reJ:;onJblenc'.;:; of '.;horc entitlement ratio assumes that tl,e d:,:,el:, and liabilities of Demerged Undertaking remain intact as of date of forming such opinion on Share Entitlement Ratio.

Tl1i•. 511,111 • F11\illl·111e11t R..itlu I� t.::i�<:nrli1IIY hRsrrl on Thf' lnfnrm1n1nn prn111rlPrl hy u,,_. M,n1lluw1mml for which SMIL Jccepts full responsibility. Our review and analysis have uee11 limited Lu the above mentioned procedures and our analysis is suhjRr.t to this limitation. Our reliance and use of this information provided by SMIL 01 Llie 111a11c:1gerqe11l should not be (:Oh:itrtlf.rl il'i rxnrrc;c;inn nf nm opinion on it and we do not and will n_ot accept any responsibility or liability for any inaccuracy in it.

The exercise of valuation is not a precise science and the conclusions arrived at in many cases will be subjective and dependent on the exercise of individual judgment. There is, thereforn, no indisputable single share entitlement ratio. While we hav� concluded on the reasonableness of the share entitlement ratio based on the information available to us and within the scope and

Q constraints of our engagement, others may have a different opinion as of the same.

SHARE ENTITLEMENT RATIO

As of the Report date the issued and subscribed paid up capital ofSMIL consists of 59,46,326 Equity Shares of face value Rs. 10/- each.

Wi undirihnd trom tho MJnJgomcnt of �MIL that NACL will be the whully uw11et.l :.ulJ:. ILlldry ul SMIL and it purposes to engage in Automobile seating business (currently, the Company has no commercial business activities).

As per the draft scheme provided to us and information provided by the Management of SMIL, we understand that the 10,000 (Ten Thousand) equity shares of the Resulting Company of Rs. 10/- each held by the Demerged Company comprising of 100% of the total issued and paid-up capital of the Resulting Company as on Effective date of the Scheme shall stand cancelled, without any further act or deed on part of the Resulting Company and the same shall be adjusted against the Capital reserve account of the Resulting Company. (Refer to Share Cancellation Clauses as per the Draft Scheme provided to us in Annexure I)

We understand that in consideration of the demerger of Demerged Undertakings, the Management proposes to issue:

"for every 1 equity share of face value of INR 10/- (Rupees Ten only) each 'held in SMIL as on the

Record Date, the equity shareholders of SMIL shall be issued 1 equity share of face value INR 10/

(Rupees Ten only) each credited as fully paid-up in NACL"

Based on the aforementioned and that upon demerger, the set of shareholders and holding proportion being proposed for NACL is identical to that of SMIL, the beneficial economic interest of

SMIL shareholders in NACL will remain same at the time of demerger.

We believe that the abovementioned share entitlement ratio is fair and reasonable considering that all the shareholders of SMIL are and will, upon demerger, be the ultimate beneficial owners of the Resulting Company and in the same ratio as they hold shares in SMIL, as on record date to be

cided by the management of SMIL.

0


[Registration No. IBBI/RV /03/2018/ 10074] C-�6, Soami Nagar, New Delhi 110017

md(fi:alamakcapital.com/ 011-41329808

Our report and share entitlement ratio is based on the current equity share capital structure of the

Companies and proposed cancellation of existing share capital of SMIL. Any variation in the equity

capital structure of the companies apart from the above mentioned prior to the Scheme of

Arrangement becomes effective may have an impact on share entitlement ratio.

Thanking you,

35

0

Annexure I


[Registration No. IBBI/RV /03/2018/ 10074]. C-56, Soami Nagar, New Delhi 110017

md(tialamakcapital.com/ 011-41329808

"Demerged Undertaking" (Clause 1.4 of the Draft Scheme)

1.4 "Automobile Seating business" or "Automobile Seating Undertaking" of SMIL means all the businesses, undertakings, activities, properties and liabilitii>s, whatsoever nature and kind and wheresoever situated, of SMIL pertaining to the Automobile Seating business, including specifically the following: 1.4.1 all immovable properties (As listed in Schedule I of this Scheme) i.e. land together with

the buildings and structures standing thereon (whether freehold, leasehold, leave and liconcod, riglH of way, tcnancic!i or othcrwi!ic) including but not limited to office:., structures, warehouses, workshop, sheds, stores, DG Room, roads, boundary walls, soil filling works, benefits of any rental agreement for use of premises, marketing offices, share of any joint assets, etc., which immovable properties are currently being used for the purpose of and in relation to the Automobile Seating business and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto and all rights, covenants, continui�g rights, title and interest in connection with the said immovable properties;

1.4.2 all assets, as are movable in nature pertaining to and in relation to the Automobile Seating business, whether present or future or contingent, tangible or intangible, in possession or reversion, corporeal or incorporeal (including plant and machine�y, capital work in progress, stores under progress, electrical fittings, furniture, fixtures, appliances, accessories, power lines, office equipments, computers, communication facilities, installations, vehicles, inventory and tools and plants), stock-in-trade, stock-intransit, raw materials, finished good packaging items, actionable claims, current assets. earnest monies and sundry debtors, financial assets, outstanding loans and advances, recoverable in cash or in kind or for value to be received, provisions, receivables, funds, cash and bank balances and deposits including accrued interest thereto with Government, semi-Government, local and other authorities and bodies, banks, customers and other, persons, insurances, the benefits of any bank guarantees, performance guarantees and letters of credit, and tax related assets, including but not limited to goods and services tax credit, service tax input credits, CENVAT credits, value added tax/sales tax/entry tax credits or �et-offs, advance tax, minimum alternate tax credit, deferred tax assets/liabilities, tax deducted at source and tax refunds;

1.4.3 all permits, licenses, permissions including municipal permissions, right of way, approvals, clearances, consents, benefits, registrations, rights, entitlements, credits, certificates, awards, sanctions, allotments, quotas, no objection certificates, exemptions, concessions, subsidies, liberties and advantages (including consent/authorisation granted by relevant Pollution Control Boards and other licenses/permits granted/issued/ given by any governmental, statutory or regulatory or local or administrative bodies for the purpose of carrying on the Automobile Seating business or in connection therewith) including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto that pertain exclusively to the Automobile Seating business;

1.4.4 all contracts, agreements, purchase orders/service orders, operation and maintenance contracts, memoranda of understanding, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, minutes of meetings, bids, tenders, expression of interest, letter of intent, hire and purchase arrangements, lease/license agreements, tenancy rights, agreements/panchnamas for right of way, equipment

0

Raj��h Mlttal Re'gistered Valuer:- Securities or Financial Assets


md(a:alamakcaP-ital.com/ 011-41329808

purchase agreements, agreement with customers, purchase and other agreements with the supplier/manufacturer of goods/service providers, other arrangements, undertakings, deeds, bonds, schemes, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or oll,erwi�e c111tl di! rights, title, interests, claims and benefits thereunder pertaining to

thw /\l1tomobilli Seatinfi hr 1c;inpc;c;; 1.4.5 all applications(including hordware, software, licenses, source codes, parameterization

d11u �c, ipts), registrations, licenses, trude n.:ime:;, :;ervice m.:irk:;, trodemarks, copyrights1

patents, domain names, designs, intellectual property rights (whether owned, licensed or otherwise, and whether registered or unregistered), trade secrets, research and stlldiis, technical �nowhnw, rnnfirlPnti;:il information and all such riehts of whatsoever · de:;cription .:ind n.:ituro that pertilin wxdl1sively to thP A11tnmnhi1P <;p;:itine h11c;inPc;">;

1.4.6 all rights to use and avail telephones, telexes, facsimile, email, Internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or

vested in or granted in favour of or enjoyed by SMIL pertaining to or in connection with or rwliltino to thP A11tnmnhilP <;p;:itine h11c;inP'i'i ;rnrl ;:ill othrr intr.rn�t� of what:mever nature belonging to or in the ownership, power, possession or control of or vested in or trontcd i,, fovour of or held for tho bonofil of or onjo11od by Sl\�IL ilnd pwrtilinin13 to thw Automobile Seating business;

1.4.7 all books, records, files, papers, engineering- and process information, software licenses (whether proprietary or otherwise), test reports, computer programs, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, quotations, sales and advertising materials, product' registrations, dossiers, product master cards, lists of present and former customers and suppliers including service providers, other customer information, customer credit information, customer/supplier pricing information, and all other books and records, whether in physical or electronic form that pertain to the Automobile Sealing business;

1.4.8 all debts, liabilities including contingent liabilities, duties, taxes and obligations of SMIL pertaining to the Automobile Seating Undertaking and/or arising out of and/or relatable to tho /\utomoblle Seating bu,lnini .i11d i11Lludi111:1

a) the debts, liabilities, duties and obligations of SMIL which arises out of the activities oroperations of the Automobile Seating business; and

b) specific loans and borrowings raised, incurred and utilized solely for the activities oroperations of or pertaining to the Automobile Seating Business.

1.4.9 all employees of SMIL employed/engaged in the Automobile Seating business as on the

Effective Date; and 1.4.10 all legal or other proceedings of whatsoever nature that pertain to the Automobile

Seating business.

0



md(il:alamakcapital.com/ 011-41329808

Share Cancellation Clause (Clause 13.3 and 13.7 of Draft Scheme)

Clause 13.3

"Upon the Scheme being effective, the investment of SMIL in NACL shall stand cancelled. Upon

cancellation, SMIL shall credit its investment in NACL, the value of investment held by SMIL in NACL,

which stands cancelled and the same shall be debited to the current year Profit and Loss Account of

SMIL."

Clause 13.7

"In respect of cancellation of shares held by SMIL, NACL shall debit to its Equity Share Capital

Account, the aggregate face value of existing equity shares held by SMIL in NACL with a

corresponding credit to Capital Reserve of NACL."

38

0

SCHEDULE - l

IMMOV AilLE PROPERTIES

List of immovable property(ies) forming part of Automobile Seating business, owned by SMIL

Location (Address)

C-506, Block-C, Pioneer Industrial Park (Village Bhudka), Pathredi, Gurgaon, II I laryar.a

I •

lt l I 11t I trie\ lttl.

Report of the Audit Committee :\feeling of Sharda l\Iotor Industries Limited held

on 5T11 April1 �Otc) at Samaya Conference Room, Hotel ITC i\laurya. Diplomatic

EnclaYc, Sardar Patel .:.\1arg, New Delhi -110021 recommending the draft Scheme of

Arrangement between Sharda Motor Industries Limited and l'\DR Auto

Components Limited and their respccth e shareholders and creditors ("the

Scheme")

Members present:

1. Sh. Kishan �- Parikh Chairperson/ ::'llembcr

2. Prof. Ashok kr. Bhattacharya Iv!ember (Through Video Conferencing)

Member 3. Smt Sharda Relan

4. Sb. Uda:\'an Banerjee ).1c111bcr

In Attendance:

1. Aja� Relan

2. \'ivek Bhatia

:i. �itiu \ ishnoi

Background:

,;\fanaging Director

President & Chief Financial Offiee1

Company Secretary

Sharda :\lotor Industries Limited ("S�llL" or the "Demerged Compan�·") b a puhlic limited

company incorporated undc•r the prO\isions of Companies Act, 195(. on ,January 29, 1986

hearing Corporatl' IcJcntifkalion Kumber L74899DL1986PLC023202. The registered office of

SMIL is situated at D-188, Okhla Industrial Arl'a, Phase-I, Ne,, Dl'lhi - 110020. The

c:OrrC'sponcll'ntc email address of S:\11 tis im cslo_1T1·l11t ion(<, shn_nlamolo"'.l'Olll. ThC' equity shan:::..

of Sl\UL are listeu on Bomba> Stork Exchange Limit<:>d ("BSE'') & �al ional Slol'k Exchange of

India Limitcu ("KSE'').

S:\11 I. hns the following business 1111cJcrt.1 kings:

a. Suspension, Exhaust, Sikncer, Canopy and White Cooch; Cndt·rtaking engaged in

manufacturing uf sus1w11sio11, exhaust, silencer, ( anopy and \\'hite goods i.t'. •\ir

Conditioner&. Curnpont:nls tht:rcof; nnu

Rogd. Office · 11 1 Rf! Okhl lndustnal Arc3 Phase I New Dem, 110 020 (INOI

r q1 11 47334100 Fax 91 11 26811676

f rn rrnl ti:ird3motor com Webs1to www shardamo'o c rr

,IN NO L 7 4899DL 19SePL C'Ol 3)02

if ,,tor 11d 11.\·trie.,· Lt,J.

b. Automobile Seating Underlab!g cngag�c.l i1! manufacturing of ;!Ulomnhi '-'l:, ting.

NDR Auto Components Limited ("'.'\.-\CL" or lhe "Resulting Company") is a public limited

company incorporatec.l under the 1wo,·isions of Companies Act. 2013 on March 19, 2019 bearing

Corporate Identification KumberC29:w4DL2019PLC347460. The registered office of NACL i!::

situated at D-188, Okhla Industrial Area, Phase-1, Dclhi-110020. The correspondence email

address of NACL is [email protected]. The equity shares of ::--IACL arc not

currently lii;ted on any stock exd1<111�l:.

Si\1IL is the holding company of KM'l . .\c; nn the date of filing of the Schcmt:, S.MIL along with

its nominees holds 100% equity share capital of KA.CL.

The !::iocuritic3 uml I:x1.ha11gt:: Buanl ot lndla ,·ide 1ls circular no. CFD/D1L3/CIR/2017/21 dat('d

:\f:irrh 10, ..,n17 ("SEBI Circular") hu�, a111011gst utl1c1 requirements. sought a report from tlw

Audit Committee of the listed companies recommending the Scheme.

The Company pla<.:cu before the Audit Committee. the draft Scheme of Arrangement betm.!1.'n

Sharda Motor Tndustrics Limited and )JDR Auto Components Limited and their respectin�

Shareholders and Creditors under the prm·isions of Section 230 to 232 of the Companies At'!,

2013 read \\ith section 66 of lhe Companies Act, 2013, and other rclm·ant prodsions of the

Companies Act, 2013, as applicable, pursuant to ahm·e SEBI Circular.

'J'his report of the Audit Committee is pn•parcd in order to comply with the requirements of tlw

�EBI Cin.:ular after considering the drafl Sclwmc and the following documents. as placed bcforl'

it:

a. Share entHlcmcnt report dated 2511' J\!m·cl1.2019, received from Afr. Rajesh Mittal, an

independent chartered acc.:mmlant, selling nut the recommcndrcl share exchange ratio

(the Share Entitlement Report);

b. Fairness opinion dated 251" J\Jnrch,2019, l'l'Ceivcd from M/s. S1111clcw Capital .Adl'isors

Private Limited, a SEBI regislcred merchant hanker (th<' Fairness Opinion); and

c. A draft certificate from lite statutory auditor of the Company, M/s. Guplu Vigg & Cn,

Chartered ,\ccountants, confirming that th<: Scheme is in compliance with applicable

Rogd. Office : D 188 Okhla lndustna!Area Phase-I New Oelh1·\10020 (INl.)IA)

Tel 91-11-47334100 Fix 91-1\ 26811676

F mail sm1l@shardamotor c-om Wcbs1P www shardamotor com

r.tN NO l r4899OL 1986PLC..023202

4\

-

.... �l1arti,1 . ltJltJr /11t ll.\'tries Lttlo

;_1ccouming treatment notified under t!u! Cou:p. nit-::. A1·t, :2013 and other ge?wrall�·

acccplt:d accounting principles (the Auditor's Certificate).

The Valuation Report as per the SEBI Circular is not required in c-:ic;,,c; \,·here there is no change

in U1e shareholding pattern of the listed entity / resultant wmpan�·. For the purpose of the SEBI

Circular. 'change in the shareholding pattern' shall mean:

1. change in the proportion of shareholding of an�· of the existing shareholders of the listed

entity in the resultant company; or

11. new shareholder being allotted equity shares of Lhe resultant company; or

iii. existing shareholder exiting the company pursuant to the Schem<> of �rr:rnef'ml'nt

The �\u<lit Committee took a note of the fact that the Yaluation report in this case is not

applic;1hlc ns there is no change iu tlw shareholding pattern oi the listed entity. Further, all the

existing shareholders of $).UL shall be issued shares in the same proportion in �ACL.

Proposed Scheme of .Arrangement

'I he Audit Committee re, ic\\'ed the draft Scheme, share entitlement report and fairness opinion

and nvlcJ Ll1ut Lite Sd1cme ,,·oultl. inter aha, n�sult in the following benefits:

1. i'h� Aululllubile Scaring Undcrtakm� carried on b�· SMIL has significnnt potentinl for

grm, th. The nature of risk, competition, challene-�:-;. oppnrt11nit i,,., ;md hur,inooo mclhodJ

for the .\utomobilc Sealing Undertakin!?, is separate and distin,:1 from the other business

.,f 1111:: Cu111p:111y. The . \.utomoh1lc 0eatiu� U11tlertaking would become capable of

attracting a different set of investors, strategic partners, lenders and other stakeholder/-,

and would further enhance the shareholders wealth.

2. The management teams and Board of Directors of Sl\!Tl. and :\':\CL would be able to

c.:hart out inclepenc.lc11t strategics of their respective busincss{'S to maximize ,·nlue

creation for their rcspccti,·e stakeholders. Dcmcr�er shall enhanct' focus of management

on lhc operations of the Automobile Seating Undertaking hy >JACL and Suspension,

Exhaust, Silencer, Canopy and ·while goods Undertaking by S\llL.

3. ,\s part of the Resulting Company, the Automobile Seating business -:hall be amenable to

bcnC'hmarking, am! be in a position to attract the right set of im cslors, strategic

partners, employees and other rrle,·ant stakeholders.

Rogd. Offico : D• 188 Okhla lndustnal Aron Phase-I New Delht 110 020 (I

rel 91-11--41334100. Fax 9111-26811676

E marl sm1l@shard.>motor com. Website www sh rdamotor corr

CIN NO-I 74890Dl 19%PLC023202

' 1,JttJr /11,/11.\tries ltti.

4. Tht' der.11::rger will permit in::rea:-:ed focus by S'.\JIL and �ACL on their re�pcctin

businesses in order to better meet their respcctin! customers' Heeds and priorities,

de,·elup lheir O\\ n network of alliances and talent models that are critical to success.

Salient features of the Scheme

The Scheme provides for dcmcrger of Automobile Seating Undertaking (as defined in the

scheme) of SMIL into KA.CL to segregate Lhe said business under section 230 to 232 of llll'

Companies Act, 2013. The Appointed Dale for the arrangement shall be December 31. 2018 (end

of day) and it ,dll become effect in� on the Effective Date (as defined in the draft Scheme)

Upon the Scheme being effecti,·e, the existing shareholding of S'.\1IL in �ACL shall stand

cancelled. The consideration for the dcmerger shall be in the form of shares of XACL ''"-hich shall

be issued to the shareholders of S:-.1IL as per the Share entitlement Report:-

"for every 1(0ne) equity share of face i•alue of Rs.10/- (Rupees Ten only) each held in SJJ IL

as on the Reco1·d Date, the equitzJ shareholders of SM!!.., shall be issued 1(0ne) equity shon•

offace value Rs. 10/- (R11pees Ten only) each credited as fully paid-up in NACL";

Cpon the proposed demergcr becoming effccth·c, all assets, liabilities. businesses, actiYitics and

operations of S:MIL pertaining to the Automobile Seating busines!> �hall stand transfc rred to

NACL. The im·estments held by S1'IIL in X .\CL shall stand cancelleJ pursuant to the Scheme.•.

The cancellation, as aforcsaiJ, which amounts to reduction of share capital of NACL, shall Ix,

effected as an integral part of this Scheme itself in accordance with I lw prm•i.;innc nf sect ion 66

of the .'\cl and the order of the Tribunal sanctioning the Schl'me shall lw deemed to he also lht

orJer under Section 66 of the \ct for tlw purpose of confirming the reduction. The reduction

would not in,·oh·e either a diminution of liabilit� in respect of unpaid share capital or payment

of paic.1-up share capital.

The Audit Committee reviewed thl' Share c11titlcmcnl report and Llw Fairnt'SS Opinion and

noted Lhe recommendations made therein. The Audit Committee also noted lhc Auditor's

Certifieatc. on lhe :.H'counling treatment, 1>rest:rihed in the draft <:iclwnw, as required under th1•

SEBI Circular.

Rcgd. Office : O-1 Sfl Okhla Industrial Area Phnse•I New Uelh1 • 110 020 (INDIA)

rti 91 1 "l;s34100 F-ax 91 11-26811676

E-ma:I &IT' 1ilst1::irdamotor com Wf'bs1e WWW shordnmotor c-om

CIN NOL 74899Dl 1qs6PLC023202

/iartl,1 .it, l<Jr J11tl11stries Ltd.

Recommendation

After consideration of the Scheme an<l other documents placed before iL the members of the

Audit Committee formed an opinion that the implementation of the �cheme is in the best

interest of the Company and its Shareholders, Creditors and StakeholclPrs

The Audit Committee hereby approYes and recommends the Scheme nnd share exchange ratio

for fa,·orable consideration by the Board of Directors, Stock Exchange(s), Securities and

Exchange Board of India and other appropriate authorities.

BY ORDER OF THE AUDIT COMMITTEE

FOR AKD ON BEHALF OF SHARDA .:\-10TOR INDUSTRIES LIMITED

J/f( .. ll · . _;,--

Kistfa; N Parikh Chairperson Date: 05.04.2019

Place: Delhi

Rcgd. Offic:o : 0 188. Okhla Industrial Area. Phase-I New De'h1 110 020 (INOI,

Tel 91 11•47334100 Fm 91 11-26811676

[-mail !.1111l@1:olit11J.:1111ulu1 LUll1 V\fcb5llr www sn 1cl&noto1 c.om

CIN NO-l 74899OL 1986Pl C023202

SUND®E Sundae Capital Advisors Private Limited

CIN: U65990DL2016PTC305412

March 25, 2019

To, The Board of Directors Sharda Motor Industries Limited 0-188, Okhla Industrial Area, Phase-I, New Delhi - 110020

61 1, Shahpuri Tirath Singh Tower

58, C - Block, Com munity Centre

Janak Puri, New Delhi - 11 0 058

Ph.: +9111 4914 9740

E-mail: [email protected]

www.sundaecapital.com

ANNEXURED

Sub.: Fairness opinion towards the valuation for the proposed Scheme of Arrangement between Sharda Motor Industries Umlted,NDR Auto Components Umitedand their respective shareholders

and creditors

Dear Sir / Madam,

We, Sundae Capital Advisors Private Limited (referred to as "Sundae.. or '"WeH), refer to the engagement letter dated February 27, 2019 with Sharda Motor Industries Limited (referred to as "SMIL" / "Demerged Company"), wherein we have been requested to- provide an opinion on the captioned subject on the basis of the Share Entitlement Report dated March 25, 2019 issued by

Rajesh Mittal, Registered Valuer (IBBI Reg. No. IBBI/RV/03/2018/10074) (referred to as "Value�).

The equity shares of Sharda Motor Industries Limited are listed on National Stock Exchange of India Limited (•NSE") and BSE Limited (BsE•). The Company in its Board Meeting held on February 25, 2019, in-principally agreed to the proposed demerger of the Automotive Seating Business. The said demerger is proposed to be i111µhi1ne11led by unrlPrt;iklne ;i <;,:heme of Arnngement between Shnrdo

Motor Industries limited (referred to as "Demerged Company") and NOR Auto Components

Limited("NACL .. or "Resulting Company") and their respective shareholders and creditors (the "Scheme of Arrangement").

This Fairness Report is being issued in accordance with the SEBI Orcular No. CFD/Dll3/CIR/2017/21 dated March 10, 2017, as amended from time to time, on the valuation of the proposed Scheme of Arrangement. This certificate has been issued for the sole purpose to facilitate the companies to comply with Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disdosure Requirements) Regulations, 2015 and it shall not be valid for any other purpose.

Sh.rda Motor Industries Umlted / Demerged Company is a public limited company incorporated

under the provisions of Companies Act, 1956 on January 29, 1986 bearing Corporate Identification Number L74899DU986PLC023202. The registered office of SMIL is situated at 0-188, Okhla

Industrial Area, Phase-I, New Delhi - 110020. The equity shares of SMIL are listed on Bombay Stock

Exchange Limited (NBSEN) &National Stock Exchange of India Limited ("NSEH)-Ttle__capltal Structure of theSMILl..s unde,

0. l Pagel of 5

( I

SUND®E ANNEXURE D



5,00,00,000 Equity Shares of INR 10 each 50,00,00,000

Total 50,00,00,000

Issued, Subscribed and Paid Up Share Capital

59,46,326 Equity Shares of INR 10 eachfully paid up 5,94,63,260

Total 5,94,63,260

SMIL has the following business undertakings:

(a) Suspension, Exhaust and Silencer, White goods i.e. Air conditioner, Canopy & components

thereof Undertaking (Other than Automobile Seating Undertaking) engaged in manufacturing of

suspension, exhaust and silencer, white goods; and

(b) Automobile Seating Undertaking engaged in manufacturing of automobile seating.

NDR Auto Components Limited / Resulting Company is a public limited company incorporated

under the provisions of Companies Act, 2013 on March 19, 2019 bearing Corporate Identification

Number U29J04DL2019PLC3474GO. The registered office of NACL is situdteu at D-188, Okhla

Industrial Area, Phase-I, New Delhi - 110020.Thc equity shares of NACL art! currl:!ntly not listed on

any stock exchange. NACL is a wholly owned subsidiary of SMIL. The capital structure of NACL is as

under:



10,000 Equity Shares of INR 10 each 100,000

Total 100,000

Issued, Subscribed and Paid Up Share Capital

10,000 Equity Shares of INR 10 each fully paid up 100,000

Total 100,000

The management of SMIL has decided on restructuring the business of the Company by way of a

Scheme of Arrangement whereby the Automobile Seating Undertaking of SMIL will be demerged

into NACL as a going concern with effect from the Appointed Date. The transaction is proposed

under the Scheme of Arrangement under section 230-232 and other applicable provisions of

Componic:i Act, 201J read with !icction GG of the Companiel Act, 201J.

Pursuant to the Scheme, NACL will issue its equity shares to the shareholders of SMIL as a

consideration to transfer the Automobile Seating Undertaking of SMIL engaged in manufacturing of

automobile seating. Further, the investment of SMIL in NACL shall stand cancelled.

As presented by Management, The transfer and vesting by way of a demerger shall achieve the

following benefits for SMIL and NACL:

(A) The Automobile Seating Undertaking carried on by SMIL has significant potential for growth. The

nature of risk, competition, challenges, opportunities and business methods for the Automobile

Seating Undertaking is separate and distinct from the other business of the Company. The

------------....-M�

�

Page 2 of 5

SUND®E ANNEXURE D

Aulv111ul.,lle Seating Undertaking would become capable ot attracting a different set of investors,

strategic partners, lenders and other stakeholders and would further enhance the shareholders

wP;ilth

(B} The manar,ement teams and Board of Directors of SMII ;ind NACL would bP ahlP to chart out

independent strategies of their respective businesses to maxirnize value creation for their

respective stakeholders. Demerger shall enhance focus of management on the operations of the

Automobile Seating Undertaking by NACL and Suspension, Exhaust and Silencer, White goods

Undertaking (Other than Automobile Seating Undertaking)by SMIL.

(C) As part of the Resulting Company, the Automobile Seating business shall be amenable to

benchmarking, and be in a position to attract the right set of investors, strategic partners,

employees and other relevant stakeholders.

(D) The demerger will permit increased focus by SMIL and NACL on their respective businesses in

order to better meet their respective customers' needs and priorities, develop their own

network of alliances and talent models that are critical to success.

For the purpose of forming our opinion on the Share EntitlPmPnt RPrnrt, wP have relied on the

discussions with the Management of SMIL and the following informatinn and documents mane

available to us: • Valuation Report dated March 25, 2019 by Rajesh Mittal, Registered Valuer;• Memorandum and Articles of Association of the Demerged Company and Resulting Company;• Audited Financial Statements of the Demerged Company for the Financial Years ended on March

31, 2018, 2017 and 2016 and limited reviewed financial statements for the nine months period

ended December 31, 2018;

• Unaudited carved out financials of Demerged Undertaking as on December 31, 2018,• Draft Scheme of Arrangement for the proposed transaction.

• Other information as available in public domain.

We have obtained explanations and information considered reasonably necessary for our exercise,

from the executives and representatives of SMIL. Our analysis considers those facts and

circumstances present at the Demerged Company and Resulting Company at thP rlatP nf this

1-a,rness Opinion. Our opinion would most likely to be different if another date was used .

•

We have assumed and relied upon, without independent verification, the accuracy and

completeness of all information that was publicly available or provided or otherwise made available

to us by SMIL for the purpose of this opinion. With respect to the estimated financials, if any,

provided to us by the management, we have assumed that such financials were prepared in good

faith and reflect the best currently available estimates and judgments by the management of SMIL.

We express no opinion and accordingly accept no responsibility with respect to or for such

estimated financials or the assumptions on which they were based. Our work does not constitute an

audit or certification or due diligence of the working results, financial statements, financial estimates

or estimates of value to be realized for the assets of the Demerged Company or the Resulting

company. We have solely relied upon the information provided to us by the management. We have

not reviewed any books or records of the Demerged Company or the Resulting company (other than

-111..-.:�-,..·••••. - ,., .. . lJ�t.'J' •_o\-: .,.v _ .. � • '"- .. • .. � .,t . .. ·-

... �::r-,-• "' ,. • '1· � •, , • 1) ••

Page 3 of 5

l I

I

SUND®E ANNEX URE D

those provided or made available to us). We have not assumed any obligation to conduct, nor have

we conducted any physical inspection or title verification of the properties or facilities of the

Demerged Company or the Resulting Company and neither express any opinion with respect thereto

nor accept any responsibility therefore. We have not made any independent valuation or appraisal

of the assets or liabilities of the Demerged Company or the Resulting Company. We have not

reviewed any internal management information statements or any non-public reports, and, instead,

with your consent we have relied upon information which was publicly available or provided or

otherwise made available to us by the Demerged Company or the Resulting Company for the

purpose of this opinion. We are not experts in the evaluation of litigation or other actual or threaten

claims and hence have not commented on the effect of such litigation or claims on the valuation. We

are not legal, tax, regulatory or actuarial advisors. We are financial advisors only and have relied

upon, without independent verification, the assessment of the Demerged Company or the Resulting

Company with respect to these matters. In addition, we have assumed that the Proposed Scheme of

Arrangement will be approved by the regulatory authorities and that the proposed transaction will

be consummated substantially in accordance with the terms set forth in the Proposed Scheme of

Arrangement.

We understand that the managements of the Demerged Company or ResultingCompany during our

discussion with them would have drawn our attention to all such information and matters which

may have an impact on our analysis and opinion. We have assumed that in the course of obtaining

necessary regulatory or other consents or approvals for the Proposed Scheme of Arrangement, no

restrictions will be imposed that will have a material adverse effect on the benefits of the

transaction that the Demerged Company or the Resulting company may have contemplated. Our

opinion is necessarily based on financial, economic, market and other conditions as they currently

exist and on the information made available to us as of the date hereof. It should be understood that

although subsequent developments may affect this opinion, we do not have any obligation to

update, revise or reaffirm this opinion. In arriving at our opinion, we are not authorized to solicit,

and did not solicit, interests for any party with respect to the acquisition, business combination or

other extra-ordinary transaction involving the Demerged Company or the Resulting company or any

of its assets, nor did we negotiate with any other party in this regard.

We have acted as a financial advisor to the Demerged Company or the Resulting company for

providing a fairness opinion on the proposed transaction and will receive professional fees for our

services. In the ordinary course of business, Sundae is engaged in merchant banking business

including corporate advisory, re-structuring, valuations, etc. We may be providing various other

unrelated independent professional advisory services to the Demerged Company or the Resulting

company in the ordinary course of our business.

It is understood that this letter is solely for the benefit of and use by the Board of Directors of the

Demerged Company or the Resulting company for the purpose of this transaction and may not be

relied upon by any other person and may not be used or disclosed for any other purpose without our

prior written consent. The opinion is not meant for meeting any other regulatory or disclosure

requirements, save and except as specified above, under any Indian or foreign law. Statute, Act,

guideline or similar instruction. Management should not make this report available to any party,

including any regulatory or compliance authority/agency except as mentioned above. The letter is

only intended for the aforementioned specific purpose and if it is used for any other purpose; we

will not be liable for any consequences thereof.

Page 4 of 5

SUND®E ANNEXURE D

We express no opinion whatever and make no recommendation at all as to the Demerged Company

or the Resulting company underlying decision to effect to the proposed transaction or as to how the holders of equity shares or preference shares or secured or unsecured creditors of the Demerged Company or the Resulting company should vote at their respective meetings held in connection with the transaction. We do not express and should not be deemed to have expressed any views on any other terms of transaction. We also express no opinion and accordingly accept no responsibility for or as to the prices at which the equity shares of the Demerged Company or Resulting Company will trade following the announcement of the transaction or as to the financial performance of the

Demerged Company or the Resulting Company following the consummation of the transaction.

In no circumstances however, will Sundae or its associates, directors or employees accept any responsibility or liability to any third party. Our liability (statutory or otherwise) for any economic loss or damage arising out of the rendering this opinion shall be limited to amount of fees received for rendering this Opin'ion as per our engagement with the Demerged Company.

With reference to above and based on information and explanation provided by the management representative of Demerged Company and after analyzing the Draft Scheme of Arrangement, we understand that since Resulting Company is wholly owned subsidiary of Demerged Company, the set of shareholders and holding proportion being proposed for NACL is identical to SMIL, the beneficial

economic interest of SMIL shareholders in NACL will remain same at the time of demerger. Hence, the Valuer has recommended as under: '1or every l {One) equity share of face value of INRl0/- {Rupees Ten only} each held in SMIL as on

the Record Date, the equity shareholders of SMIL shall be issued l equity share of face value

INRl0/- (Rupees Ten only) each credited as fully paid-up in NACL."

Based on the information, data made available to us, including the Share Entitlement Report of

Rajesh Mittal, Registered Valuer, to the best of our knowledge and belief, the entitlement ratio

arrived at by Rajesh Mittal, Registered Valuer under the Draft Scheme of Arrangement, in our

opinion, is fair considering that all the shareholders of SMIL are and will upon demerger, be the

ultimate beneficial owners of the Resulting Company and in the same ratio (inter se) os they hold

shares in SMIL, as on record date to be decided by the Management of SMIL

The aforesaid Scheme of Arrangement shall be subject to the receipt of approvals from NCL T and

other statutory authorities as may be required. The detailed terms and conditions are more fully set forth in the Draft Scheme of Arrangement. Sundae has issued this Fairness Opinion with the understanding the Draft Scheme of Arrangement shall not be materially altered and the parties hereto agree that the Fairness Opinion shall not stand good in case the final Scheme of Arrangement alters the transaction.

Manager

Pages of s

..

Sharda Motor Industries Limited - Pr: and Post Scheme of Arrangement Statement Showing Hoc ng of Securities and Share Holding Pattern

(Pursuant to Regulaton 31(1l(b) of Securities and Exchange Bec:rd of ln:iia ( Listing Obligations and Disclosure Re111uirements) Regulati:rs,201S

1.

2.

Name of Listed Entity

Scrip Code Name of Scrip Class of Security

3. Share Holding Pattern Filed under: Reg. 31(1l(a)/Reg.3l(l)(b:,,Beg.31(l)(c)a. if under 3l(ll(b) then indicate the report for quarter endir£ March 31,2019

b. if under 3l(l)(c) then indicate date of allotment/extinguisbment

4. Declaration

Sharda Motor Industries Limi:ed

535602 SHARDAMOTR Equity Shares of Rs. 10 each

March 31, 2019

Not applicable

The Listed entity is required to submit the following declarati:::::n to the extent of submission of information:

Particular Yes/No Promoter and

Sr. No. Promoter Group

1 Whether the Listed Entity has issued any partly paid up sh=s? No No

2 Whether the Listed Entity has issued any Convertible Securi;·ies ? No No

3 Whether the Listed Entity has issued any Warrants ? No No

4 Whether the Listed Entity has any shares against which dei:-■;itory receipts are issued?

No No

5 Whether the Listed Entity has any shares in locked-in? No No

6 Whether any shares held by promoters are pledge or other....- se encumbered?

No No

7 Whether company has equity shares with differential votin�rights? No No

• There will be no change in shareholding pattern of Sharda Motor lndis.:l"ies Limited pursuant to the Schenle.

5 The tabular format for disclosure of holding of specified seculli es is a! follows:

r;o

Pubic shareh■lder

Ne

Ne

Ne

Ne

Na

N.A

No

Annexure - (; 1 - -·

Non Promoter-Non Public

No

No

No

No

No

NA

No

Table I - Summary Statement holding of specified securities

I Numb> r of Voting Rights held In each class of securities flX) No of VotlnR (XIV) Rights

Shareholding asa"of

No.Of total no. ol

No. of fully Panly No. Of shares Total nos. Nos.or

paid up paid-up underlying shares shares

C.tego,y c.,-.o,y of shareholder sharehold (calculated as Total as a (I} (II)

equ1ty shares equity Depository held perSCRR, :lass

%of ers held shares Receipts {VII)= {IV)+{V)+

Class {Ill) 1957) �g: Total

(A+B+C) (IV) held (VI) (VI) eg:y

X {V)

(VIII) -

As a%of (A+B+C2)

(A) Promoter & Promote< Group 13 4352S79 4352579 73.20 4=..52,579.00 4352579.00 73.20 (Bl Publ,c 8682 1593747 1593747 26.80 :593747.00 1593747.00 26.80 (Cl "ion Promcner- Non Pubf.c

(Cl) Shares underlying ORs (C2) Shares held by Employee Trusts

Total 8695 5946326 5946326 100 !!946326.00 5946326.00 100.00

St

9'\a·eholdlng. as

No. O' Shares a" assuming

ful conversion No. or Shares Underlying

ot convertible Underlying No. of Shares Ouus:andlng

Outstanding Underlying convenlble .securitles (as a

convertible percentage of

Outstanding securi�ies and Warrants (XI)

di uted share securities No.Of

capital) (X) Wauants

(X )= (Vll)+(X) (XO{a)

�s a%of A+B+C2)

73.20 26.80

100

Number of Number of Locked in shares Shares pledged

/Is a%of Asa %of

total total No. No

Shares Shares (a) (a)

held held (b) (b)

-

-

- - -

,---

Number of

t�qu1ty shares

hcldm dcmatcnah,ed

form (XIV)

-

4352579 --1500950

- -

�853529 ----

No_ offu"'w' C.tqory & "-Hos.Of p,Jjdup of the PAN

s, sha,eholdett equity s.Nte-s lNrehofden (II) (I) (Ill) held

(IV)

A hbl• II• St.itement showln& shareholdinr pattern of the Promoter and Promoter Gr01Jp

_(II_

l'l

-

<bl :<1 fdl

(21 �•I

_lb: �l Cdl fel

ln<ll>n � .. �!!�!!!!i!;�fa� AJA.Y REW• Mlfl NAA1•,Q(AQ.£.YRl�fHUfl 1!2!!!!�1��,!!!10 B!M PAA�Q!QY!i)jj!!X �

''•QtAAQ9•'1QttRY

!!llJI..W.a!j

�=p .. �R.f� �•AVP.f�'' "no!!''!.!:"'

RJ$HAl!;!P.1�t,' ee-r.:ra1 �Jl..�·ie��tld

Jr-�� L::?S:�.J.::!!!i!!?!ll!"�! ,A.-n:hoN-h:nH'lfw1

Sub-Tot>I (AW1 Fo<-

l�l'•�!!!Sl!-�fotf',gn ��

1� f2:f!ir: fs!!l!e!2: .n-.tnm l-..a,..., 1�M

Sub-ToUl(.AM2 Tot:11 S.h1�1 of Promote, and Promoter Group

(Al=(AKll•(AWZI

MAHA4525l MAHN2912C MAHR6044k MAPC2315C AAEPll425SQ AAEPll4256P AAfPC2366l AAGPR9096P

MHPR1324B AIBPA187SG

AIXPRI08SM AIXPRIOS6J AIXPR1!16R

-- ---

1Qrt�'lofst:.arn-:¥r-cn,,n IJf'l(,b,m.Nffo, Promoter & PfOfn0ttf Group B Table Ill• Statement showtng shareholdlng Ul tnst,tulJOft.S l•l � :bl ·•r:reCfP:t!f £11.nds ,{cl A!if!!":!tt lm:!:r"'!!"S f�ndl ldL F«rrYcn:ncte9f1!'!Yt'Son :el fotun Portfo6o irr,uton

•M)RGAH SJANUY MAURffllJS (OMPANY UMUJQ r,. WO!!f.D EX us. CORE rourrv eoRTFOUOOF DfA ,� .. •mMENI ()(M[N.S!QNS GROUP INC, WQl<U> !X U S, CORE EOUIJY POfITTQUO Of QfA : .... t.sn:E"IT Ot.VV�SK)NS GROUP 1�-'C..

fJ..f{@GI:§ �MR(ETS SOOAL CORE OOUfJY POfITTOUO gr QfA .�tYJSTh!fHT P!�fNSIOt"$ GROUP INC,

�iG ,ffTHt•AJlOti.U YAAUCAP FUUO POl!CU•�{NSA:'•':'YfTYA'•OBENfFrTfUNQQF� co.vMQ.,-.. ..,EAt,TH Of P£11N$)'1.VANIA PUBUC SCHOOL £Vf\OIUS f'[TI?[M[UT $lSTEM/GQ2§:::ACAQu\N ASSET t . .fzA:�,AG[MUfi ·.�K, @USSEU t'•YWMEHT CQMPAN)' PlC·ACAQIAH SOSfA.:W,l[ tMERGJNG tM,RKID fOURY EXfOSS!l F_un�

IBE £MfRGt�,G MA�@ §1.'.All CAP S(Rl[S Of THE DfA P• -!lffi.'(NT Il!UST COMPANY

NA11Qt•Al R>,1Ut0A[)R£JIR[M£HT P�VfSlh'£HT TRUST

THE OQAADOf A£Gf'!ISQFJH£ UNMRSf!YOf TEXAS SYSfEM·ACAQtAJ• ASSET MANAG;EMfNT

ACAQWJ £M£RG:'•GMAF.@Sf::"&CAP EQUrTY ru•,o llC USS PJUiQPAt, CAPTTAL ASlA l!P W.ERG1-"•G t.1AR,:;£TS COR£ EQUTTY PQRTfQUO flttE POITT!OUOI Of [)fA ltftESTMftlT Q!M[NSK)N5 GROUP It:£ IOfAIQG}

I

AAOCMS927G

AACCT9049F

AABCW4402G

AABCE6264C MATIS470Q

AA8TP2015R

MAT01139N

AAOCA93TTP

AAATD7768G

AAATN9100A

AAAIT2339R

AAMCA6207G AABC1J7S48R

AACC01644G

13 4352579 19200 30000 44400

600 ,-� 428818

1927219 52437

520826 742520 304440 92265

- 68421 --- 121433

--

1l 4352579

1l 43S2579

16

1 30

74!

272

-

,-298

327 748!

I753

1196

ll57

1720

2084

3207

5366 sass

6180

Ho Of PMt}y Ho Of�es ,-1-..p underly"'(

cqu,ty Wr·e1 O.po,,-,y held R_,.... (VI (Vl)

- -

ToWnos ,,,.,.,

held (VII)=

(IV)•(V)•(VI)

4352579 19200 30000 44400

600 428818

1927219 52437

520826 742520 304440 92265 68421

121433

4352579

4352579

30742

272

298

327 748

753

1196

1357

1720

2084

3207

5366 5855

6180

S-�

SN,eholdinc as a,.of

totafno. of ..,., ..

(calculated as per SCRR,

19571

73.20 0.32 0.50 0.7S 0.01 7.21

32.41 0.88 8.76

12.50 5.12 1-SS I.IS2.04

73.20

73.20

0.5 0.00

2 0

0.00

0.0

0

1

0.0 0.0

0.0

l I

l

2 0.0

0.0 2

· 0.0 3

'0 04

0 0'

0.09' 0.1

,s

9 0

0 1 0

Number of Vot1ra Riahu he d in eKh dass o No of VCS1ng {X V) Total a;

a'6ot Oass Oass Total eg: Tot.t Votin( •n X

rights-

4352579.00 4352579 73-20 19200.00 1!1200 0-32 30000.00 30000 0.50 44400.00 44400 OJS

600.00 600 0..)1 428818.00 428818 7.21

1927219.00 1927219 32.ll 52437.00 5�37 0.38

520826.00 520826 8J6 742520.00 742520 12.50 304440.00 304440 5-12

92265.00 9l26S 1..55 68421_00 65421 us

121433.00 121,433 2..)4

4352579.00 t352579 73.20

4352579.00 4352579 73.20

30742 3CX742 0..32 4 4 O.JO

272 272 O.JO

298 298 0..)1

327 327 O..JI 748 748 0..)1

753 753 0..)1

1196 ll96 0..)2

1357 1357 0..Jl

1720 V20 0..J3

2084 Z>M 0..)4

3207 3207

5366 5366 sass S355

6180 6180

No. Of Shares Underlying No of SJ-a,es

Outstanding Underh1ng convert,ble Oum-an:ting securities Warrants 1XI)

(X)

-

---

- ' -

-· - -

- -

\t

No. Of Sha es Sharet-c:iti11 Nurrber of Locked in Underlyi" ,as..r'S shares Out.standi,g assum ,.-r■I As ;i"i(i .)f convertll,-e conve15�f total No.

securities a,d converi:>l!: 1•1

Share, securit e: ( .:s No.Of held

Warrant. aoerc---- (bl

J3:C Jl2 l)�C. n-s

!lOOl

1�1

::2•1 :iae

11-e -

:::c:�c 5 .2 l.!,S 1 cs 294 -

:.a.:.c

13;1

J!

Jr

J:

J: - -J!

- JC

J.:

J:

(\

--- --

1'J-.1bcr of Slldrc-s pl,d ed or 01herw1\e

A�.1%01 Iola!

.... Shdfl'S

11 held

lbl

--

-·---�

Nufllht'r 11! f"QllltV

sh.He, held '"

dcnldtcualit rd form (XIV)

�-

4351579 19200 30000 411400

600 1:'��18

l'l1/J19 5}'117

�)0826 741510 3()114'10

92)61 6811)1

lll43J

·-4351579

-- -

f--- --

4351572

- 30742

271

198

311

/48

75 I

1196

BS/

17]0

}0�1

6180

I

-

-

l"l - -

"1

!!'L. .. )

121

�if§!FUli:Imm:t�••P-ONm!•'�'!!!r!ll �•ntPr'�AT10"tAl E<lUfTY JlmO ACAOIA'J SlllAI �.iA�£ £!!�[A!:?l •tG MAU£TS iml!!l £l!-f<>SSII.Bmf1.!••l!,LL& f�noai1 1�nti+.tiorrsl k!h AXIS 8At•IC l1Mff(O (Qar,lt) !JQ i!a'•� U'�[Q (f!!N!!gal !!lll!l\!SN!!l �'!!'.!B �� f:!:o--ldtr,t fl=nchl P!:!?l!5!!! fynck A

Sub-TotollONl tmu� iim:C!!!!!!� ��tt �!!!!!tnlhllfr�t

l•.••::i!U!Q!! l;DUCATIOH �NQ e!!2llQ!Q!• f!..!NQ '�un«:Jftfl'Y M-�Jll!,! Of CORPORA!J; Aff AIM

Sub-TotollBW2 I 31

,,..,,,_.,.titubOltl

�

, !.ndi,?2il:I! l!:!:l!:sh2!2!!1 holdiic111 nomiNl \N(tQet .. l•lJl.

wp59Rs lltU!J

�

ii ,_L.,..._ .. ,..._...._ _ _,_,•f\ill•h .... ,_,..:t.t L��n �t!mJofR1J!l� (t,; h9K.s tttf8rttd \llri[h fBI �c- (.mok,,rrif!an (cil Orrn:tn Pa>o:>1onn rtddnc ORd (bt!f"IOOI ficure) I•> !!?i2!!!s:!:!!llSS!!l!

Ounnc t•'-t!!:bn: BocttC«w!tn �2!l 8�i •!?'il!!!l P...-..&!1!!!!t!

H\lf Sub-ToUIIBWJ

Total Pvblk SM ............. •al:IBWll+IB•,�aK3

--

Mll11241lf

AAPCA2422C

AAACU2414K AAAClll95H

--

---

- --

-- �

------

---

�1!!!12! Y?£J:b:!r�!l !il;;!!I � �£!9!!! !!l Coou« f2 Ptlbl!S �� .. , ... net .. �'°' Pubhc

----

-- -

-2

18

1 1

7931

8 -- �1

---

21 -

147 235

320 8663 8682

-

551 -

824 5496

4938 558

36238

7100 7100

861892

338922 10

1473 279819 28004

40289 1550409 1593747

C hble IV• Snitement sho'Mng Wr�holding p.attern of the Non Promoter• Non Public share.holder

Ill

Ill

�!l!�Joq �- •.-�!!?SS!fQ!�s (tf �

(m� !tm:fit T£!!ll f� g§:! ISNr! 12!.� m!r!2'm: �ll B�1i1!mJ1 2214}

Toa.I t11onPYomot�� Hon Public $h;arehokfinl Toto! ( A>8+a l

Total (A+e+c I

. ----- - - ·-----

-

8695 5946326 8695 5946326

-

-

-

-

--

- --

-

.

� -

-

-

-- -

-

- --

·-

- 551

824 5496 4938 558 -

36238

7100 7100

861892

338922 10

1473 279819 28004

40289 1550409 1593747

-�- -

--

5946326 5946326

&;3

0.01

0.01 0.09 0.08 0.01

0 61

0.12 0.12

14 49

5.70 0.00

0.02 4,71 0.47

0.68 26.07 26.80

-- -

100.00 100.00

551 551 0.01 -

824 824 0.01 5496 5496 0.09 4938 4938 0.08 558 558 0.01

36238 36238 0.61

7100 7100 0 12 7100 00 7100 0.12

861892 861892 14 49

338922 338922 5.70 10 10 0.00

1473 1473 0.02 279819 279819 4.71 28004 28004 0.47

40289 40289 0.68 )55()409 1550409 26.07 1593747 1593747 26.80

� . -

5946326 00 5946326 100.00 5946326.00 5946326 100.00

� -

-

- -- -

-

-

- .

-

·-

-

-

0.01

0.01 0.09 0.08 0.01

0.61

t.12 0.12

14.49

5.70 0.00

0.02 4.71 0.47

0.68 26.07 26.80

100.00 100.00

----

-

--

---

-

-

1--

1--

-

-

---

----

�

---- -

----�

---

,_

--

ISi

824 5496 M3R

sss

1--3fi2l�

-- ·-

___ ,_10..9 /100 - --

)/0?4\

B8922 10

14/3 177%9

7AOO-I

-- • � -. -1028()

- � y1�� _ -t-_,s_po�

----

-------

'185]5}'1 'JR�ISn

NOR Auto Componercs Limited - Post Scheme of Arrangement Annexure - t,.. )_Statement S-owing Holding of Securities and Share Holding Pattern

(Pursuant to Regulaton 31(1)(b) of Securities and Exchange B·Jard of India ( Listing Obligations and Disclosure Requirements) Regulations,2015

1.

2.

Name of Listed Entity

Scrip Code Name of Scrip Class of Security

3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg.3l(l)(b)/Reg.31(1)(c)

a. if under 31(1)(b) then indicate the report for qu;,ater ending March 31,

2019

b. if under 3l(l)(c) then indicate date of allotment.'?xtinguishment

4. Declaration

NOR Auto Components Limited

Not applicable Not applicable Equity Shares of Rs. 10 each

Not applicable

Not applicable

A Listed entity is required to submit the following d�claration to the extent of submission of information: NACL is not a listed entity. Therefore, the below

declaration is not applicable

Sr. No. Particular Yes/No

1 Whether the Listed Entity has issued any partly p.1id up shares? NA

2 Whether the Listed Entity has issued any Convertble Securities ? NA

3 Whether the Listed Entity has issued any Warrants? NA

4 Whether the Listed Entity has any shares against Nhich depository

NA receipts are issued?

s Whether the Listed Entity has any shares in lockej-in? NA

6 Whether any shares held by promoters are pied� or otherwise

NA encumbered?

7 Whether company has equity shares with differe■tial voting rights? NA

s The tabular format for disclosure of holding of speclied securities is as follows:

Promoter and Promoter Group

Public shareholder

-

- -

- -- -· -

----

-

Non Promoter-Non Public

-

G's:_�<>-

��

�-----• I

Table I - Sommarv Statement holdlne of•- fied securities Number of Volin• Ri•hts held in each ci..;n of secuitJes Number of Nunberof

No of Votin• IXIVI RiehU locked in sharu Shares c ledll:ecl

Sharl!!"\OSding Shareho d:rg.

as a% a.uu-,,init No.Of

a.s.:"of No. :Jf Shares full convef'.lon

No.of fully P•nly No. Of shares ToQtnos. totalno.of No. Of'Shares Ur.deriving

of convert.::>le Number of

Nos.Of shires Underlying No. of Shares O�tanding equity shares p;,td up paid-up undertymg shares securities as a- Asa%::>f As a% :,f Ca:,co,y Clte,ory of SN�er sharehot (colc.Jlated To al as a Outst.Jnding Underty1ng co•vertible helc In C1J (11) der1

equity shares equity Depository held Class percenta� of total to:al as pe SCRR, Class ,01 conv¥rttble Outstanding secuities and No. No. dematerialize (111)

held """' Rece,pu (VII)= ee; Total diluted stare Shares Shares (IV) held (VI) (IV)'{V)• (VI)

1!!57) eg:y (1'-tB>C) secir,ties Warrants (XI ) Jo.Of (a) (al d form (\Ill) (:) \-\.arrants

capita held held (Xl'I)

(VJ As •"Of IO(I) (a)

(XI)= (VI HXJ lb) lb)

(A+l->C2) Asa%cf (A♦B+-:: I

l•l Promot�r & Promoter Group 13 4352579 4352579 73.20 43,52.579.00 43525:.3. 00 73.20 :.3.20'. 4352579 tBJ Publoc 8682 15937G7 1593747 26.80 1593747.00 15937<:7.00 26.80 :s.sa 1500950 (CJ Non Prornottt· Non Pvbk

(Cll Sh¥e.s underlyinlil' ORs CC2l SN<•s hold bv Employtt Trusts

Total 8695 5946326 5946326 1 00 5946326.00 594630.00 1 00.00 100 5853529

��\()1

r :r

s,

!_ll l•l

lb} l<l ....

I (2!

1•1 r.•1 _(c�. !•I

,., I

8

Ctl .1•1 lbl ,�1

.••I Jtl_

I I

No.of fully Cat.qor, & ,ta'". Nos. Of pild up

olthe PAN Wrchofders equ1tyWr-u -- (II) (1) (Ill) hold

(IV)

Table U • Stueme.nt showfn• Wrtholdlru: p1ttem of the Promott.t and Promoter Grou0 ll>d'.a• ->l'I0.--0...Jtilt!� �.-,tt4fi�.!'J.. � 13 4lS2S79 AJAY REL6H nrun -�S2Sl 19200 - -'JAR;.•.Qill �AU,6!f Uf!.!D MAHN2912C 30000

8Qt:!J:8U6�fH!i,!E} MAHM044K 44400 --· RA!'A PAAWJ C}IOWllHRI' AAAPC231SC --- 600 � AA£PR42SSQ - - 428818 � AAEPR42S6P --- 1927219

AAFPC2366l �

!"DI Y. OfOWPHSY S2437 ---� AAGPR9096P - - S20826 � AAHPR13248 742S20 -

No. Of P•rtly pald..ip

equity shares hold

No.Of shirn undertytnc 0t.post1orv Recepu

Total nos. shares h•ld

(VII)• M (VI) (IVJ•(V)• (VI)

--

--

--·-----------

---- ------ --

-- ------ -

43S2S79 19200 30000

44400 ___ 600

�!! 192721_2

S2437 ___1...20826

742S20

Sha1chokfing asa"or

tohlno..of sharH

(calculated as per SCRR,

19S7)

73.20 0.32 o.so

- 0� --�

7.21 32.� � 8.76

12.S0 -

Number of Votlnr. Rl2hts held In Heh clns of No. Of Shares No. Of Shares Shareholding Number of Locked in No of VoUnr (XIV] Total as No. ofShiue:s Undorlylnf ,as a% shares Underlylna

Out.st.indfng auumlng full Asa%of a%of Outstanding Underlying Oass convertible conversion of total Cass Total convertible Outstanding No. cc: Total

Votina securities Warrants (XI) securities and convertible Shares X Cl:Y No.Of securities ( as 1•1

rights (X) held Warrants a oercl!ntaPe lb)

43S2S79.00 43S2S79 73.20 73.20 19200.00 19200 0.32 - - - - - 0.32 30000.00 30000 o�o - ·- -�0-44400.00 44400 0.7S 0."75

- �600

-. --- ---------- ---_600...,!!!! --- 0.01 -

428818.00 ----- 4�8818 7.21 - -.....)927219� - 1927219 32.41 - ----

S2437.00 - 52437 _0.88 ·-_S20826.00 - S20826 8.�- ---

742520.00 742S20 12.S0

----------------- -------

- --- -

- -- - --

--

o.o;

_7.21 B:._41 0.88

..!!:_76 12.S�

--·

----

- -

-----

Number of Shares I oted11:ed or otherwise

Asa%of tot.ti No

Shares l•I held

lbl

U..�MM�� A18PA187SG --- 304440 ft'A�Aj,' Jl[LAH AIXPR108SM

. � -� � 304440 ,_ S.12 304440.00 304440 S.12 --- ---------- •. s.12 -92265.00 .-

A!3i!�.-:�� AtXPR1086J !�AH •IL! �j �R�� ttt!�HI Gow, "'"1!:!!ll �1;r; Go,-,�1'1'V"'t$!ltla) --- ---ftf'IIPP!! 'MVitifRM{Bri.J •�---... ---(-------··'

Sub-Tot�I IA.V11

-

�!! i�!�-!tl� t!!Sl!..idutl!l F2£fll!l � fOt'MT'I Pcwtfolo �2! '-... ntt...,ls.-....:L•

Sub-Totoll•V>l Tou: S",affho&dq of Promo tu .and Promote, Group

(AlxlAMll+lAV>l

---------

�':t 112f �a ""b!m [f,,,i'!l !ilQS!jltn� f2!: �W' et2!!!2S'1 �g Tabte Ill - Stattmtnt showfnc shareholdinc ----ltlU4:UlJOAJ � '-'Et""t '=!2:lil F:�l �S!!!!!�t �t!'l'\f""'t F�, f2:1:s:l ';r=; a � l:I! '!!!m12!l fmt!I!! tm:r:51!2 �m �, i!� .. ,l,Q l,':!!J?m�&:2MPAN'V IJMITU2

h I. :i,•2!!!,I! � I! � �QI!, (Sll!m PORrn>UO QF l!Ft, ·L•,c-m_.n,� o.•.4r, ""' NOA.lO tx !ii � '28£ £a:.vJ!!: fQ.BIEQUQ Qf � �-.-.t5P-,f.,�_,-:f).�'.�£�,i,SJO-,� U�!l!!i'lt'Si M6&� �AL� fg!.!!I! PORTFOL!O Of QfA. ilft'.ISTM£NT 0. a.�ft-tS!QNS GffOUP 'NC.

'".G ;�ff[R�,•no•.;AL SMAUCAf ru�o &!ki.,.,�'ti ��ll!Jl 6l'I:! HNUll ry�;Q Qf � �• .. ��.-,-.�ll!Qf �t?Hm,�NIA e!JIU.H; KHQQL lt.-..Plm-n� !IJ]Bf�·'ft![ m:llt,.!l§C2§::A�� MK! M6�tMEW: ;�•�

AADCMS927G

AACCT9049F

AA8CW4402G

AABCl:6264C � AAAT!S470Q

AABTP201SR

AAATC8139N

-

.. _ ·- ,-mJ:mLL 1·.·�1f��Y';fA!:!Y a,-��tt �T!•�••ti, l'"-:I� �� !!"fii f.9!..!!D'. �.fs:w!L BIHYQD

I!:!li,_!i�f!�f:��-.[n�••.A!J.�P�Rl�Q!Tt:!� Q!A t•;�iil-�NI lRUfi Q2MPAHY

'"Tl0f?Al 'Y,UOAQ RQIR(M{P(T .�NESJ1.•£HT TRUST

1'H"' ....,.._..R""- • .,.,...,._...,. "'"' ..,., .. ''N .. .r...-n-v"f Tf'Yac m![M��•, � l.��!,&iEMEHT

!&.!�A!i (Mf-!Si!t?� MA�(l:U��&!� fQ.Y!Jl !1.-,,o_uc

�P1t.�QP!f.�ALM!Al.m ,�·u�Si!"iSi t.!l!&f.ll mat UW!I! eQBTFQUQ (!l:;!E PORJFOUOl Of DFA INVESTMHO: Qlf .. "'ENSKlHS GROUP Ll<C !Df,\IDG)

�OCA<J3nP

�� AAATN9100A

AAAfT2.339R

I- AAMCA6107G

AA8CU7S48R

AACOH644G

-·· �--·- -- .

-·

1.3

9226S 68421

121433

43S2S79

9226S - ------- 68421 --- ·- .. 12143_3

---

43S2S79

--.. - -- -- - ·-

13 43S2S79

----- -- ---- --- -

43S2S79

-- -

-- - -- ·- --- -�-

16

--

------, --

---

------

-

---- ---- ----

--

-~

---

-

-

-

-30742 � 272

298

327 � 748

7S3

1196 -·

13S7

1720

2084

� -S366 sass

- ---

---

- -- -

-

-

-·-- -

---- -

� ---

" - -·

-- -- -

---- - - ----·-·-- - ----

- ---� --- - ---

6180 _ .....__ ----

30742 �

272

� 327 748

7S3

1196 -l}S7

1720

2084

3207

S366 S8SS

6180

1.SS 1.IS l·C!4

- -73.20

-

73.20

68421.00 1�1433.00 - ·-

43S2S79.00

-.-� -· ---

43S2S79.00

--- ----

9226S l.SS 68421 1.15

121433 2.(!4_

43S2S79 73.20

--

-

43S2S79 73.20

- -- - - ---- -- _1.ss --�- �-------- -- LIS - -.

- ---

--·---- -·-

--------- ·- - - --- ----

-- ----

-----

- 2.:04 -

·-73.20

--- ----· - ·-•-- -· -- -· ---

73.20

-- ·--- ---- -

----

--

---------------- - ----- I -·:\

-·-- ----- ---------

·--_ .. ___

-0.S2 30742 307�_2

� �- 4

0.00 272 272 --� _228 -- 298

-� I- 3� -- - 327 OJI 748

0.01 7S3

� 1196 ----

-� - _!3S7

____!1§ 1720

2084 I-- __Q.04 -

o.os -- 3202

0.09 S366 0.10 S8SS

0.10 6180 --

.,

-

..

- --·--

-·-

- -

-

748

7S3

1196

1357

..!m 2084

3207

S366 S8SS

- __ 6180

- ---

--0.52 0.00

0.00

0.01

.E,Ol 0.01

0.01

0.02

0.91

Q,p3

0.04

_9.os

0.09 0)0

0.10

--- --------- -- -- ---------------

----- -- -- --

·- -0.S2

- -- ·------- � -

------ --

- ... - --

--

-- ----- --- -- -

--- - -----

·--- -=-t'--

-- -- - ---- ----

-(�

o.oo - -____ 0.0__!

------ - - ------ -

-

--

0.01 o.�1

0.01

0.02

0.02

__ _().03

0.04 --- ·-·

�-� - _£.OS

0.09 -- -·----- ----. '

--·--· 0.!£

0.10

----

..

--� -

·-

I

-

·�-

f Pi) ...... c..

� �

m I\, � ) 0 *

I I,!.! 0

�-</j � "'v11S I>

Number of enunv

shares held ill

denialeualiz ed form

IXIVI

4352S79 19200 30000 •••oo

GOO 428818

1927219 52437

S,0826 742S20 304440 92265 611421

12143)

4352579

43S2S79

30742 4

272

298

327 748

ISJ

1196

l3S7

1720

208'1

3201

5366 ssss

6180

I.

t If)

�

I�•l

Chi_ li1

j 121

I 3 I

laffi

l�@l

(bl

l'l

!•t;.,

C

Ill

121

P!Yll3S!!IJP nysr covPA.•.-� co,,••,•o·• TRUST �•••tt11:•:"!0t.t.l(QU1T'f fU�,O �O,,\N �STA. ',A§!! fM�Rljl';G MAA<£T5 EQUITY t!-fs:ruB E�l '!.!'•12 U� r�J!ll:iil1111&m:lll!l!!.1 AAl�M,,< U"'1tDfe..nkl

oo e.AM; ,1�-•-rno ff•r\¥CIJI lrKtl\\ltionl !�IQBC-U

�I fwoml tt!ll!2!l bu:istl I•-Otho< I, --.1

Sub-Total f8"' ,t!!l[ll Goo.•m,,,,.nl/ S1•r: �ntf:l)l Pr�ns

, .... �WQ! lDUCATlO� "''•I! tROTKnON f!.!�12 l!I.ITHOPfT'Y ,:t,'-11I!IQf CORPO!oll Aff�lM

Sub-Total IBW2 ,._

-

-

---

·- - -� I lrdo,wtu.i mtf:ehokte,1 hol6nf: nc,m,iNI ib£1: Sil!S:11 Mll2•1 Zlehl

� jji,d'..cl<,i ·-inal•lo. ... , ... _.....; ..... 1 rlt•stnofltl l!Jifn: hw;s c�ii;ff� --.',!O B!I lit�ttTDISJ 9rr::Kfi Pm?:toofl !b9'd nc ORsl O>t�ndnc ncurrl Any ou,,, ',ec;gfy) Qsf!::SY!m!

AABTI2412F

MPCA2422C

AAAC\J1414k AAAO1195H

-

---

----

M:r:Comou!� -----hOf\Jt�M.i!:!; �s�Q!.� tfUf

Sul>-Tot,IIBM3 Toul ,-.bl<Slloteholdoftl IBMBMU+{BV>"'BW3

i ""-•-��th. ... �_11,,._,_.� -·- -· ·----· ,_ ,,. ____ , ... n...lJ.-

�.n��ct:!?•"!it�at-�fS!!P\,�:S. --

551

824 2 5496

4938

--- 5�

18 36138 -

I 7100 1 7100

_ __2!!1 861892

8 338912 ---1 10

--- -

-21 1473

147 27981.9 --235 28004

320 40289 8663 1550409 8682 1593747

Table rv • Sntttnent showtnc shattholdi_!)C _eat1!!!' of the Non Promote_,. Non Public shareholder S:1ioJ2S!Elt2!! �·ti!!t!tZL'!BHs!!ml hi � tmokJo.'N l:tr.!DI lll/;U lw* SIHi�rs ��

fPNJ6oo.�s �U !a:ii!J1t2!J: �l')

Tot,,l f,onPrornoter• Hon Publk: Shar•holdlna Tot,11 A+&+C2 -

-- - Total (A+B+c)

-----

--�- --8695 �16 8695 5946326 ----

-

-

--

--

. -

-

-- -

---

--

-

-551 o.�1

824 0.01 5i96 __!1:_02 4938 0.08 558 0.01 -- -----

- --- -

� ----

- --

-- ----- - -- --

·- - -

----

-- ----

- -

- --

-- ----

--� - --

36138

7100 7100

861892

�� ___ !Q ---

1473 --

_ 27J8!? __ 2�

40189 1550409 1593747

---·- -

·-�-

__ 5�326 5�

0.61 --

0.12

0.12

-

___ 1_4.4_!

----2,�0 0.00 --

---

---0.02 4.71 0.47

0.68 26.07 26.80

-

----

----

100.00 l��

-551 551 0.01 - .

814 -5496 -493�

�8

--36238

------7100

7100.00

- --

__ 861891

338911

__ _ ..!Q -- --

14� 2�

_]8004

40289 1550409 1593747

-----

---

5946326.00 5�326.00

-

-----

'--- -,_

-

-

--

814 0.01 5496 _0.0_2 4938 0.08 558 O.(!!

36238 .Ml

7100 0.12 7100 0.12

-

861891 14.49 -

}_3_!!912 5]0 IQ _!).00

- ---- ---

1473 0.01 -

279819 4.71 28004 _0

.:..47

40289 0.68 1550409 26.07 1593747 26.80

-- -

-- -·---

- -S94J326 100.00 5946326 100

_.00

��w�

s,.

---

--- --

--- --

--- .. ---

-·-- ---

---

-

-

·----

--� -

-._.., ____

..... ------ --

- -

_,_ - -

- --- ---

0.0!

- .0.01 0.09 --

_o.o� - 0� --,

--

0.61

0.12 0.12

·- - .

- • - ·- �4.42 -----

----

---- ------ ------

---- ----- -·----

5.70 0.00 --

-"

- . ·-·-

.!l:!!2 - -

--------

-- ------

- - --�-

----

-·--· -

-

-

-----

I

�?.! 0.47

0.68 16.07 26.80

-

----- ----- --l

- -- -·--

---

,__ ____- ----

�---

i-·

- ----� - -

100.00 -----__ 100.00

-

-·

-

--

,_,__ - ... ... -

551

814 ·-5496 4938 558

36238

7100 7100

770945 -

338911 -10

·-1473 -

277969 280011

40189 1457612 1500950

5853529 5853529

NOR Auto Components Limited - Pre Scheme of Arrangement

Statement Showing Holding of Securities and Share Holding Pattern

(Pursuant to Regulaton 31(1)(b) of Securities and Exchange Board of India ( listing Obligations and Disclosure Re:iunoe.,ents) Regulations,2015

1.

2.

Name of listed Entity

Scrip Code

Name of Scrip

Class of Security

3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg.31(1)(b)/Reg.31(1)(c)

a. if under 31(1)(b) then indicate the report for quarter ending March 31,

2019

b. 1f under 31(1)(c) then indicate date of allotment/extinguishment

4. Declaration

NOR Auto Componentsl.i-nited

Not Applicable

Not Applicable

Equity Shares of Rs. 10 eceh

Not Applicable

Not applicable

Annexure

A Listed entity is required to submit the following declaration to the extent of submission of information: �A:L is not a listed entity. Therefore, the below

declaration is not applicable

Sr. No. Particular

1 Whether the listed Entity has issued any partly paid up shares?

2 Whether the Listed Entity has issued any Convertible Securities ?

3 Whether the Listed Entity has issued any Warrants ?

4 Whether the Listed Entity has any shares against which depository

receipts are issued?

Whether the Listed Entity has any shares in locked-in?

6 Whether any shares held by promoters are pledge or otherv,ise

encumbered?

7 Whether company has equity shares with differential voting rights?

5 The tabular format for disclosure of holding of specified securities is as follows:

�e

Yes/No Promote· and Pubic Non Promoter-

Promo:er ::iroup sharehc,lder Non Public

NA

NA

NA

NA

NA

NA

NA

11'�J.

Ji t',f\, � rd� ,.. <.:..2- . --

·)

Table I• Summarv Statemenl holding of specified securities

Number of Votina Ria:hts held in each class Shareholdi�. Nln'lber of Locked Number of Shares No of Voting (XIV) Rights asa % in shares pledged or

Shareholding as No.Of Shau assuming fLII Number of No.Of Total nos. a% of total no. No. Of Shares No. of Underlvu� conversion Jf

equity Nos Of No. of fully No.Of

shares of shares Underlying Shares Outstandi■C conveniblr shares C.ategory of shareholder sharehold

patd up Panly paod held (calculated as Total as a" Outstanding Underlying convemb� securities ( as a

As a%of As a%of shares held C..tqo,y equ,ty shares up equity

undertying Class total total in (I) (Ill ers Depository (VII)= per SCRR, 1957) Cass of convertible Outstanding securiues artf ::>ercentage �f �- No.

(Ill) held shares held

(IV}+(\/)+ (VIII) eg: Total (A+B+C) No.Of Shares Shares dematerializ

(IV) (V) Receipts eg:v securities Warrants diluted sha11e (lo) (a)

ed form (VI) (VI) As a" of X

(X) (Xi) Warrant:. cap,tal) held held

(A♦B+C2) (Xl) (a) (XI)= (VII)+(() (b) (b) (XIV)

As a% of

(A+E+C2)

(Al Promoter & Promoter Group• 1 10000 10000 100.00 10,000.00 10000.00 100.00 10<>00 (8) Pul,l;c

(Cl Non Promoter• Non Public

(Q) Shares underfvin• DRs

Shares held by Employee

(OJ Tn,sts

Total 1 10000 10000 100 10000.00 10000.00 100.00 100 0 • lndud,ng 6 (Soc:) Nornantt Sharehokters hokf,rc One Share each on behalf of Sharda Motor lndustnes Limited

Ch;�'\l,.j�

S9

s, t,o

A (1)

(!) _ (bl

-_(c) (d)

12)

(a)

(bl (c)

� (e)

B

(1)

_M_ lb!

J�l. (d)

-J!) - (f)_

(g) (hi lo)

( 2 )

No of folly No.Of No.Of category & Name Nos.or

paid up Partly paid- shares olth< PAN shareho' undertyfng equity up equity SNreholders (II) ders Depository shares held shares held (IJ (Ill)

(IV) (VJ Receipts

(VlJ

Table II• Statement showin• shareholding pattern of the Promoter and Promoter Grouo Indian lnd1vtduals/H1ndu und1vtded Famdy

-- -Central GOYernment/ State Government(s) ---· Financial lnstJtUbOn.S/ Banks -----. Arri Other (spec,fy) ""i SHAAOA MOTOR INDUSTRIES LIMITTO (Body Coqxxate) •

AAACS68SSJ

Sub-Total (A)(l) 1

Forei2n lndMduals (NonResident Individuals/ Fo,eign Government lnstiM>OnS Fotelgri Ponfoho Investor AA'f Other (specify)

Sub-Total (A)(2) Total Share.holding of Promoter and Promoter Group

(AJ�(A)(l)+(A)(2) 1

Oela1ls of Shares whtCh r!;:main unclaimed_ for Promoter & Promoter Grou2

Table Ill• Statement showing shareholding ---

Institutions Mutual F und-s Venture Caprrtal Funds AJterna� Investment Funds Forecn Venture Capital Investors fofeign PortfO,io Investors f1nanc1al lnst1tuttons/ Banlu Insurance Companie5 Prow:lenl Funds/ Pens10n Funds AA'f Other (speedy)

Sub-Total (B)(l) Central Government/ State Govemment(s)/ President

Sub-Total (8)(2)

----

-- -

-�-

-

---,_

- -

---

10000

10000

--

--

10000

--

--- --·

-

--- --

--

--

-- -

-

---

--·--------

---

-- -

-

- --

----·

..

--

- -

--

--

Total nos. sh.ares

held (VU) •

(IVJ•(VJ• (Vl)

- -

Share holdin aasa"of total no of

shares (calcula ted

as per SCRR, 1957)

(VIII) Asa%of IA•B•C2l

. ·- -

Number of Votlnn Rloha held in eac h No of VotinR XIV1

Clm Class eg, Total X

eg:y

-- --·-

Total as a %of Total

Voting righ ts

-�- --

No.Of Shares

Underlying Outsta nding conver tible sec urities

- -

(XJ

No of Shares

Underlyine Ou tstandin g Warra n ts

(Xi)

-- - . -

_,____ ---- ---- -- -- -

- - -

10000 100.00 10000.00

10000 100.00 10000.00

- -

- -

10000 100.00 10000.00

- -- - -

- -·

-- . -

- - -

-

-- - -- - --

-- - -

10000 100.00

10000 100.00

--

- -

-

10000 100.00

----

-

---

-- ----

--- ---

----

---

----

--- -- . -·--

---

---

- -

-- --- -

--•--

--

--- --

-

,�

No Of Shares Underlying

Ou tstanding conver1i ble

securities a nd No.Of

Warra n ts (Xi) (o)

-----

---

----

---

Share holding as a%assuming full conversion of conver tible securities (as a percentage of dilu ted share

capitol) (XI)• (VIIJ•(XJ

Asi1%of

----- .

-- -

--

100.00

100.00

100.00

--- --

---

- --

---

- ---

-

-

--�-

- --

--

�

.. -

Number of Locked i , ch"'�""'

As a% or total No.

Shares C•I held

lb )

-- ---

Number of Numbe r I Ch .. �• : nJnAnnA of equity

Asa%of shares held In total No. demilteri Shares

C•l held alized

( bl form (XIV )

- - --

---

--- -- --

--- -

---

0

0

--

- ---- ------ ---

--

0

-

--

-

--

----

-

--

( 3 I

<•(•JI

�•!-11 (bl (cl (d)

lel

Non-institutions

tnd1w:fuals

1.lnchW:h.AI shareholders hokf,ng nominal share cai,ttal unto Rs 2 lakhs lndMduols -•· lndrvtdu..l s�reholders hok:hrc nominal share capatal ,n excess of Rs 2 la1';hs

NBfCs rttistered v.-1th RBI Ernploytt T rusu o..,,...,., �p<>S<tOfM!S (holdon« DRsl (balanctn« fiRUTel P.ny Other (specdyl

Sub-Total (B1(31 Total Public Shoroholdint (Bl•(B)(l)+(B1(21+(8)(3)

---

-

-�--

--

De ta.IS 9f the share�en acting as persons 1n Concert for Public Oc!,ta1ls of Shares wtuch remain und11med for Public

- . -

-

-

-

--

. ·-

- - --- ---

-

C Table IV - Statement showin2 shareholdin2 oattern of the Non Promoter- Non Public shareholder Custoclion/OR Holder Name of DR Holders (If

Ill Ava,la�I

Employee Benefit Trust (under SEBI (Share based Emoloytt Benof,tl ResutatJOnS, 20141

( 2!

----

. ----

Total NonPromoter• Non Public Shareholding Total ( A♦B♦C2 I

Total (Atll♦C I

---~ -

-----

-

---

-. . --

----

----�

1 10000 ---

1 10000 - -

-� ---

--- ---

--- ----

-- ----

----

10000 100.00 10000 100.00

�-- --

-- --

- --- -

- -

··-

-

---

---

--- -

f---

--

--- -- --- ---

-

10000.00 10000 100.00 10000.00 10000 100.00

--- - --·-

• lndud•re 6 (S.XI Nominee Shareholders holdore One Share each on behalf of Sharda Motor lndustnes L,m,ted

�1

,,

-----

--- ---

- ---

--- ---

. - ·-

-- ---

-~ ---·

-- ---

-----

---

-----

---

.

---

------

- --

----

100.00 100.00

--·

-

..

-

-

- .

. -

.

. -

-

-

-

-

-

0 0

{

A V-t)< )0 UV� -ltj_l""'LJ')TA VIGG & co.

Chartered Accountants

E-61, Lower Ground Floor, Kolkoji, New Delhi-110019 lfndio) Ph. : (011) 40543700-05E-mail: [email protected]/ Website www.guplo11igg.com

To,

The Board of Directors,


D-188, Okhla Industrial Area,

Phase-I, New Delhi - 110020

India

We, the statutory auditors of Sharda Motor Industries Limited, (hereinafter referred to as the

Company"), have examined the proposed accounting treatment specified in clause 13 of the

Draft Scheme of Arrangement between Sharda Motor Industries Limited and NDR Auto

Components Limited, and their respective shareholders and creditors (''Scheme") in terms of the

provisions of section 230 to 232 of the Companies Act, 2013 read with section 66 of the

Companies Act, 2013, with reference to its compliance with the applicable Accounting Standards

notified under the Companies Act, 2013 and other Generally Accepted Accounting Principles.

The responsibility for the preparation of the Scheme and its compliance with the relevant laws

and regulations, including the applicable Accounting Standards as aforesaid, 1s that of the Board

of Directors of the Companies involved. Our responsibility is only to examine and report

whether the Scheme complies with the applicable Accounting Standards and Other Generally

Accepted Accounting Principles. Nothing contained in this Certificate, nor anything said or done

in the course of or in connection ,-vith the services that arc subject lo this Certificate, will extend

any duty of care that we nm) have in our capacity of the statutory auditors of any financial

statements of the Compan). \Ve carried out our examinntion 111 accordance with the Guidance

Nott' on Audit Reports and Crrt ificatcs for Special Purposes, 1ss11cc.l by the Insl1tutc of Chartered

Accountants of India.

Based on our examination and according to the information and explanations given Lo us, we

confirm that the accounting treatment contained in the aforesaid scheme is in compliance with

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued

V

Ludlrnino Office l O 1-K. K,5,.,01 Cor,ipJ.•x, G T Rood M,llor Gon1. lurlhinnn 14 1003 (Indio) Pho1,c (0111 l) ?53?797 Te!el,u · (0161) 751'J 156 f mo,I tJJptn111gq "lg,110,l.rom

A f\fl,>,t.l).r, _ i:-

Sharda Motor Industries Ltd. The Financial details llHd ee.pitul eYolution of the tFllHsfepee/1·esulting and tFansfePor/Demerged Company for the pre,;ous 3 Years as per the audited statement of Accounts

Name of the Company: Sharda Motor Industries Limited

(Rs. in Crores)

As per latest Limited As per last 1 Year prior to the 2 Year prior to

Review Dec 18 Audited Financial last Audited the last Audited

(Unaudited) Year Financial Year Financial Year

2018-19 2017-18 2016-17 2015-16

Equity Paid up Capital 5.95 5.95 5.95 5.95 Reserves and surplus 407.67 349.08 279.37 224.72 Carrv Forward Losses - - - -

Net Worth 413.62 355.03 285.32 230.67 Miscellaneous Exoenditure - - -

Secured Loans 9.17 - 27.92 77.16 Unsecured Loans - - 31.05 43.98 Fi.xed Assets (Including CW1P) 194.33 179-48 204.87 246.51 Income from Operations 854.76 1,155.45 1,041.89 926.85 Total Income 867.85 1,173.25 1,055.74 940.90 Total Expenditure 776.91 1,056.50 978.61 890-45Profit Before Tax 90.94 116.75 77.14 50-44Profit After Tax 63.04 78.61 56.75 34.22 Cash Profit 115.18 160.31 134.83 97.76 EPS 106.01 132.20 95-45 57.56 Book Value 695.59 597.05 479.83 387.92

1. Summary for the Financial Year ended March 31,2018 & March 31,2017 are based on IND AS and for March 31,2016 is basedon Indian GAAP.

2. Cash Profit bas been arrived after adjusting profit before tax for depreciation, Provision for doubtful debts, unrealied foreignexchange reinstatement, Impairment of Property plant & Equipment , expenses written off, Impact of Fair value in Investmentsetc .3. Book Value has been arrived at by dividing the Net worth by total no of shares outstanding.4. Total Expenditure is including exceptional items.5. Profit after tax does not include other comprehensive income


Tel.: 91-11-47334100, Fax: 91-11-26811676--


CIN NO-L74899DL 1986PLC023202

••••••••••

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•• •

----------------••••••-······ ••••••••-·········•••••••••••

••••••••

••••••• ••••••

••••• •••• -------

--• •

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"'

SHARDA MOTOR INDUSTRIES LIMITED

•


1

BOARD OF DIRECTORS SHRI KISHAN N PARIKH SMT SHARDA RELAN SHRI AJAY RELAN SHRI ROHIT RELAN SHRI R. P. CHOWDHRY PROF. ASHOK KUMAR BHATTACHARYA SHRI SATINDER KUMAR LAMBAH SHRI BIRESWAR MITRA

Chairperson Co-Chairperson Managing Director & CEO Director Director Director Director Executive Director

CHIEF FINANCIAL OFFICER SHRI VIVEK BHATIA

COMPANY SECRETARY SHRI NITIN VISHNOI

AUDITORS STATUTORY AUDITORSM/s. S. R. DINODIA & CO. LLP

(till 32 AGM dt. 30 Aug., 2017)

M/s. GUPTA VIGG & CO. (32 AGM dt. 30 Aug., 2017 onwards)

CHARTERED ACCOUNTANTS

SECRETARIAL AUDITORS M/s. VKC & ASSOCIATES COMPANY SECRETARIES

COST AUDITORS M/s. GURDEEP SINGH & ASSOCIATES COST ACCOUNTANTS

BANKERS YES BANK IDFC BANK KOTAK MAHINDRA BANK HDFC BANK STATE BANK OF INDIA CITI BANK CTBC BANK

REGISTERED OFFICE D-188, OKHLA INDUSTRIAL AREA,PHASE - I, NEW DELHI - 110 020WEBSITE: WWW.SHARDAMOTOR.COME-MAIL: [email protected].: +91 11 4733 4100 Fax: +91 11 2681 1676CIN: L74899DL1986PLC023202

CONTENTS

Message of Managing Director ...................................................................................................................................................... 02

Notice ............................................................................................................................................................................................. 03

Directors’ Report ............................................................................................................................................................................ 09

Report on Corporate Governance ................................................................................................................................................. 34

Management Discussion & Analysis Report .................................................................................................................................. 45

Standalone Financial Statements .................................................................................................................................................. 47

Consolidated Financial Statements ............................................................................................................................................. 102


2

Managing Director’s Message

Dear Valued Shareholders,

Fiscal year 2017-18 has been a year of positive sentiments for the Indian economy which can be clearly measured from the economic perspective of implementation of Goods and Service Tax Law and its streamlining. The Gross Domestic Product (GDP) remains at 7.0% i.e. highest among other countries, making it fastest growing economy in the world.

Indian automotive industry (“Industry”) has registered over 12 Per Cent Growth for FY 2018, achieving a milestone, apart from passing through a challenging phase of transformation from BS-IV to BS-VI emission norms. Further the Company is also keeping a track on the advancement on Government’s policy towards the electric vehicle, which demands more clarities over certain issues.

Your Company is walking on the footprints of Shri N.D. Relan, who left for his heavenly abode on 2ndJune, 2016, with his vision and inspiration of trust,determination and excellence, the Company hasshown a committed future growth of approx 51%in profits before tax in line with the highest level ofintegrity and nurturing long term relationships withall the stakeholders.

Ajay Relan

It has always been the focus of the management of the Company to increase the shareholder’s wealth with every passing year while being a socially responsible citizen. In the coming fiscal year we look ahead to excel in the product quality area with increased focus on research & development.

Finally, on behalf of all the directors and management of the Company, I would like to take this opportunity to thank our dedicated and motivated employees who are the greatest asset of the Company and who have with their passion, hard work and commitment taken it to this level. I would also thank all our customers, suppliers, bankers and stakeholders for reposing their confidence and faith in the Company.

AJAY RELAN


3

Notice

NOTICENOTICE is hereby given that the Thirty three (33) Annual General Meeting (AGM) of the members of Sharda Motor Industries Limited (“the Company”) will be held at PHD Chamber of Commerce & Industry, 4/2 Siri Institutional Area, August Kranti Marg, New Delhi – 110016, India, on Thursday, 27th September, 2018, at 12:00 Noon (IST), to transact the following business(es):

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements (Standalone and consolidated) of the Company for the financialyear ended 31st March, 2018 along with the reports of the Board of Directors (Standalone) and Auditors thereon and in thisregard, pass (with or without modification) the following resolution as an Ordinary Resolution;-

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 (including any statutory modification(s) orre-enactment thereof for the time being in force), the Financial Statements (Standalone and consolidated) for the year ended 31st March, 2017 along with the reports of the Board of Directors (Standalone) and Auditors, be and are hereby received, consideredand adopted”.

2. To declare a final dividend for the financial year 2017-18 and in this regard, pass (with or without modification) the followingresolution as an Ordinary Resolution;-

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 (including any statutory modification(s) orre-enactment thereof for the time being in force), a dividend of Rs. 12.50/- per Equity Share i.e.125% on the paid up share capital be and is hereby declared for the financial year 2017-18, out of which an interim dividend of Rs. 6.25/- per Equity Share i.e.62.50% on the paid up share capital has already been paid and the final dividend of Rs.6.25/- per Equity Share i.e. 62.50% on thepaid up share capital be paid, to those members whose names appears in the Register of Members as on 20th September, 2018and to those members whose names are furnished by National Securities Depository Limited and Central Depository Services(India) Limited as beneficial owners as on that date.”

3. To appoint a Director in place of Shri Rohit Relan (DIN: 00257572), who retires by rotation, being eligible and offers himself forre-appointment and if thought fit, to pass (with or without modification) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provision of Section 152 of the Companies Act, 2013, Shri Rohit Relan (DIN: 00257572), who retires by rotation at this meeting and being eligible, has offered himself for re-appointment, be and is hereby re-appointed as aDirector of the Company, liable to retire by rotation.”

4. To appoint a Director in place of Shri Bireswar Mitra (DIN: 06958002), who retires by rotation, being eligible and offers himself forre-appointment and if thought fit, to pass (with or without modification) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provision of Section 152 of the Companies Act, 2013, Shri Bireswar Mitra (DIN: 06958002),who retires by rotation at this meeting and being eligible, has offered himself for re-appointment, be and is hereby re-appointedas a Director of the Company, liable to retire by rotation.”

SPECIAL BUSINESS:

5. TO RATIFY THE REMUNERATION TO BE PAID TO M/S. GURDEEP SINGH & ASSOCIATES, COST AUDITORS OF THECOMPANY

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 provision of Section 148 and all other applicable provisions of the Companies Act, 2013,read with rules framed thereunder, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)and such other permissions as may be necessary, the members hereby ratify the remuneration of Rs. 1,00,000 (Rupees OneLacs only) excluding applicable taxes and other out-of pocket expenses payable to M/s. Gurdeep Singh & Associates, CostAuditors, appointed by the Board of Directors of the Company to conduct the audit of cost records of the specified products (i.e.Accessories of Air conditioners, parts of house hold and others and all types of Generator Parts) for the financial year 2018-19.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deedsand things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powersherein offered to any committee of Directors or Director(s) to give effect to the aforesaid resolution.”

By Order of the BoardFor SHARDA MOTOR INDUSTRIES LTD.

Nitin VishnoiDate : 3rd August, 2018 Company SecretaryPlace : New Delhi M. No. F3632

NOTES:

1. An explanatory statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) in respect of the Special Business set outin the Notice, is annexed hereto. Additional information as required under Secretarial Standard-2 and Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) pertaining to the Directors proposed


4

to be appointed/ re-appointed is also annexed.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“AGM”) IS ENTITLED TO APPOINTA PROXY(IES) TO ATTEND AND, ON A POLL, VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

The instrument appointing the proxy, in order to be effective, must be deposited at the Company’s registered office, duly completedand signed, not less than FORTY-EIGHT HOURS before the commencement of meeting. Corporate members intending to sendtheir authorised representative(s) to attend the meeting are requested to send to the company a certified true copy of boardresolution together with specimen signatures of the said authorised representative(s) to attend and vote on their behalf at themeeting.

Members are requested to note that a person can act as a proxy on behalf of members not exceeding fifty (50) and holding inaggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to beappointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxyshall not act as a proxy for any other person or shareholder.

3. The Register of Members and the Share Transfer Books of the Company will remain closed from Friday, 21st September, 2018to Thursday, 27th September, 2018 (both days inclusive).

4. Subject to the provisions of the Companies Act, 2013, final dividend, if declared by the members at the Annual General Meeting,shall be paid within 30 days from the date of declaration to those members whose names appears as members in the Company’s Register of Members as on 20th September, 2018 i.e. record date and as beneficial owners on that date as per the lists furnishedby National Securities Depository Limited and Central Depository Services (India) Limited.

5. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, NationalElectronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, change of address, changeof name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then beautomatically reflected in the Company’s records which will help the Company and the Company’s Registrar and Transfer Agent,Alankit Assignments Limited, to provide efficient and better services. Members holding shares in physical form are requested tointimate such changes to Alankit Assignments Limited.

6. Members holding shares in physical mode are requested to register their email IDs with the Registrar and Share Transfer Agentof the Company and Members holding shares in demat mode are requested to register their email IDs with their respective DPsin case same is still not registered.

7. Members holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or Alankit Assignments Limited, the details of such folios together with the share certificates for consolidating their holding in onefolio. A consolidated share certificate will be returned to such members after making requisite changes thereon.

8. In case of joint holders attending the meeting, the member whose name appears as the first holder in the order of names as perthe Register of Members of the Company will be entitled to vote.

9. Members having any question on financial statements or any agenda item proposed in the notice of AGM are requested to sendtheir queries at an early date to enable the management to keep the relevant information ready at the meeting.

10. Members of the Company are informed that pursuant to the provisions of the Companies Act, 2013 or any statutory modification(s)or re-enactment(s) thereof, the amount of dividend which remains unclaimed/ unpaid for a period of 7 years from the date oftransfer to the unpaid dividend account is required to be transferred to the Investor Education & Protection Fund (“IEPF”)constituted by the Central Government and thereafter, no claims shall lie against the Company. Shares on which dividendremains unclaimed for seven consecutive years will be transferred to the IEPF as per Section 124 of the Act, and its applicablerules. So, you are advised to claim the same from the Company immediately. The due dates of transfer of the following dividends to IEPF are as under:

FINANCIAL YEAR ENDED DATE OF DECLARATION OF DIVIDEND

PROPOSED DUE DATE FOR TRANSFER TO IEPF

31.03.2011 08.08.2011 06.09.2018

31.03.2012 24.01.2012* 22.02.2019

31.03.2012 12.09.2012 10.10.2019

31.03.2013 06.02.2013* 04.03.2020

31.03.2013 02.09.2013 30.09.2020

31.03.2014 29.01.2014* 27.02.2021

31.03.2014 03.09.2014 01.10.2021

31.03.2015 10.02.2015* 08.03.2022

31.03.2015 26.08.2015 24.09.2022

31.03.2016 05.02.2016* 03.03.2023

Notice


5

FINANCIAL YEAR ENDED DATE OF DECLARATION OF DIVIDEND

PROPOSED DUE DATE FOR TRANSFER TO IEPF

31.03.2016 07.09.2016 05.10.2023

31.03.2017 05.02.2017* 03.03.2024

31.03.2017 30.08.2017 28.09.2024

31.03.2018 12.02.2018* 10.03.2025

* Interim Dividend

The Company has already transferred all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more along with the unpaid or unclaimed dividend for that period to the Investor Education & Protection Fund. Members who have so far not claimed their shares/dividends for the said period may claim their dividend and shares from the Investor Education & Protection Fund by submitting an application in the prescribed form.

11. The Notice of the AGM along with the Annual Report 2017-18 is being sent by electronic mode to those members whose e-mailaddresses are registered with the Company/Depositories, unless any member has requested for a physical copy of the same. For members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Annual Reportand Notice is also available on Company’s website www.shardamotor.com

12. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to register the same with Alankit Assignments Limited/Depositories.

13. Members can avail of the nomination facility by filing form SH-13, as prescribed under section 72 of the Companies Act, 2013 andRule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, with the Company/RTA.

14. In compliance with the provisions of Section 108 of the Act and the rules framed thereunder, Secretarial Standard-2 and ListingRegulations, Company is pleased to provide facility of remote e-voting to all its members to enable them to cast their votes onall resolutions set forth in this notice electronically. Remote e-voting is optional and not mandatory. The Company has engagedthe services of Central Depository Services (India) Limited (“CDSL”) for the purpose of providing remote e-voting facility to all itsMembers.

The instructions for e-voting are as under:

(A) In case of members receiving e-mail:

(i) The shareholders should log on to the e-voting website www.evotingindia.com.

(ii) Click on Shareholders.

(iii) Now Enter your User ID (For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits ClientID, Members holding shares in physical form should enter Folio Number registered with the Company)

(iv) Enter the Image Verification as displayed and Click on Login.

(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting ofany company, then your existing password is to be used. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository Participant are

requested to use the first two letters of their name and the 8 digits of the sequencenumber in the PAN field. Sequence number is printed on Attendance Slip.

• In case the sequence number is less than 8 digits, enter the applicable number of zeros(0s) before the number after the first two characters of the name in CAPITAL letters. E.g.if your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in thePAN field.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iii).

(vi) After entering these details appropriately, click on “SUBMIT” tab.

(vii) Members holding shares in physical form will then directly reach the Company selection screen. However, membersholding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily entertheir login password in the new password field. Kindly note that this password is to be also used by the demat holdersfor voting for resolutions of any other company on which they are eligible to vote, provided that company opts fore-voting through CDSL platform. It is strongly recommended not to share your password with any other person andtake utmost care to keep your password confidential.

Notice


6

(viii) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained inthis Notice.

(ix) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NOimplies that you dissent to the Resolution.

(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. Ifyou wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify yourvote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiv) You can also take a print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xv) If a demat account holder has forgotten the changed password then enter the User ID and the image verification codeand click on Forgot Password and enter the details as prompted by the system.

(xvi) Shareholders can cast their vote using CDSL’s mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google play store. Apple and Windows phone users can download the app from the AppStore and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app whilevoting on your mobile.

(xvii) Note for Non-Individual Shareholders and Custodians:

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on towww.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a compliance user should be created using the admin login and password. TheCompliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval ofthe accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of theCustodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(B) In case of members receiving the physical copy:

Please follow all steps from sl. no. (i) to (xvii) above to cast vote.

(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) ande-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

(D) The Remote e-voting period will commence on Monday, 24th September, 2018 (09:00 a.m. IST) and ends on Wednesday,26th September, 2018 (05:00 p.m. IST). During this period, members of the Company holding shares either in physicalform or in dematerialized form, as on Cut-Off date i.e. 20thSeptember, 2018, (the “Cut-Off Date”) may cast their voteelectronically, and the e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution iscasted by the Member, he shall not be allowed to change it subsequently.

15. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositoriesas on Thursday, 20th September, 2018 (the “Cut-Off Date”) shall only be entitled to vote through remote e-voting and at the AGM.The voting rights of members shall be in proportion to their share of the paid-up equity share capital of the Company as on theCut-Off date. A person who is not a member as on the Cut-Off date should treat this notice for information purpose only.

16. At the venue of the AGM, voting shall be done through ballot papers (“Polling Paper”) and the members attending AGM who have not casted their vote by Remote E-voting shall be entitled to cast their vote through Ballot Paper.

17. A Member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed tovote again at the venue of the AGM. If a member casts votes through remote e-voting and also at the AGM, then voting donethrough remote e-voting shall prevail and voting done at the AGM shall be treated as invalid.

18. Shri Vineet K Chaudhary, Managing Partner (Membership No. FCS 5327) and failing of him Shri Mohit K Dixit, Partner,(Membership No. A49021), of M/s VKC Associates, Practicing Company Secretaries, having consented to act as a scrutinizer,has been appointed as the Scrutinizer (“Scrutinizer”) to scrutinize the voting process (Ballot Paper as well as remote e-voting) ina fair and transparent manner.

19. The results of the voting on resolutions shall be declared by the Chairman / Co-Chairperson or any other person authorised byhim/her in writing after the AGM within the prescribed time limits. The results declared along with the Scrutinizer’s Report shall

Notice


7

be placed on the Company’s website i.e. www.shardamotor.com and will also be available on the website of CDSL i.e. www.cdslindia.com and will be communicated to the stock exchanges, where the shares of the Company are listed.

20. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) byevery participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN totheir Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

21. All the documents referred to in the notice and accompanying explanatory statement will be available for inspection at theRegistered Office of the Company during 11:00 a.m. to 01:00 p.m. on all working days i.e. Monday to Friday up to the date ofAGM and will also be available for inspection at the meeting.

22. INFORMATION REQUIRED TO BE FURNISHED UNDER LISTING REGULATIONS AND SECRETARIAL STANDARD-2:

As required under Listing Regulations and Secretarial Standard-2, the particulars of Directors who are proposed to be re-appointed are furnished below:

Particulars Shri Rohit Relan Shri Bireswar MitraDate of Birth (Age) 02nd July, 1955 (63 years) 08th March, 1946 (72 years)

Nationality Indian Indian

Date of first Appointment on the Board

25th May, 1991 07th August, 2014

Qualification FCA, OPM, (USA) B.Tech (Mechanical Engineering) from IITKharagpur

Experience or expertise in specific functional area

Accounts, Finance, Business Management & Capital Market

Operations & Manufacturing

Shareholding in the Company 428,818 equity shares 600 equity shares

Terms & conditions of appointment/ re-appointment

As per the provisions of the Companies Act, 2013 and Nomination, Remuneration & Evaluation Policy of the Company

As per the provisions of the Companies Act, 2013 and Nomination, Remuneration & Evaluation Policy of the Company

Directorships held in other companies in India

Bharat Seats Limited

Relan Industrial Finance Limited

Progressive Engineering and Automation Private Limited

Sharda Inoac Private Limited

Toyota Boshoku Relan India Private Limited

Toyo Sharda India Private Limited

NDRelan Industries Private Limited

None

Chairman/ Member of Committee of the Board of other public companies in which they are director

None None

Remuneration last drawn (including sitting fees, if any)

Rs. 80,000 Rs.26,45,812

Remuneration proposed to be paid

As per existing terms & conditions As per existing terms and conditions

Relationship with other Director / KMP

1. Sharda Relan (Mother)

2. Ajay Relan (Brother)

None

Number of meeting of the Board attended during the year

2 2

By Order of the BoardFor SHARDA MOTOR INDUSTRIES LTD.

Nitin VishnoiDate : 3rd August, 2018 Company SecretaryPlace : New Delhi M. No. F3632

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EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.5

The Board of Directors of the Company at its meeting held on 3rd August, 2018, on the recommendation of the Audit Committee had approved the appointment and remuneration of M/s. Gurdeep Singh & Associates, as Cost Auditors of the Company, subject to the ratification of remuneration payable to Cost Auditors by the shareholders, to conduct the audit of cost records of the specified products (i.e. Accessories of Air conditioners, Parts of house hold and others and all types of Generator Parts) at a remuneration of Rs. 1,00,000/- (Rupees One Lacs only) plus applicable taxes and other out-of pocket expenses for the financial year 2018-19.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the remuneration as mentioned above, payable to the Cost Auditor is required to be ratified by the members of the Company. Accordingly, ratification by the Members is sought for the remuneration payable to the Cost Auditors for the financial year ended March 31, 2019 by passing an Ordinary Resolution as set out at Item No. 5 of the Notice.

None of the Directors/ Key Managerial Personnel of the Company or their relative are, in any way, concerned or interested, financially or otherwise, in resolution set out at Item No. 5

The Board has recommended the above ordinary resolution for your approval.

Annexure to Notice

Road map to the venue of the AGM


9

DIRECTORS’ REPORTDear Members,

Your Directors have pleasure in presenting the Thirty three (33) Directors’ Report on the business and operations of the Company together with the financial statements for the financial year ended on 31st March, 2018.

FINANCIAL SUMMARY

(Rs. in Lakhs)

Particular Standalone Consolidated

Year Ended 31st March,

2018


2017


2018


2017

Revenue from operations 120,425.88 122,538.86 120,425.88 122,538.86

Other Income 1,780.30 1,385.78 1,699.30 1,304.78

Total Revenue 122,206.18 123,924.64 122,125.18 123,843.64

Profit before Financial Charges, Depreciation 21,205.65 32,718.21 21,124.64 32,637.22

Less : Financial Costs 213.00 759.57 213.00 759.57

Less : Excise duty 4,881.31 18,350.35 4881.31 18,350.35

Profit before Depreciation, Exceptional Items & Taxes

16,111.34 13,608.29 16,030.33 13,527.30

A. Depreciation 4,377.89 4,979.38 4,377.89 4,979.38

B. Exceptional items 58.73 915.27 58.73 915.27

Taxation

– Current Tax 4,088.59 2,677.43 4,088.59 2,677.43

– Deferred Tax Charged/ (Released) (274.89) (639.26) (274.89) (639.26)

Profit for the year before share of profit/(loss) of associates and joint ventures

7,861.02 5,675.47 7,780.02 5,594.48

Share of profit/(loss) of associates (net of tax) - - 879.32 374.59

Share of profit/(loss) of Joint venture (net of tax) - - 137.78 120.49

Profit for the year 7,861.02 5,675.47 8,797.12 6,089.56

Add: Profit brought forward from Previous year 6915.96 2135.11 8936.06 3764.25

Profit available for appropriation 14,776.98 7,810.58 17,733.18 9,853.81

APPROPRIATIONS

Proposed Dividend 371.64 371.64 371.64 371.64

Tax on Proposed Dividend 75.67 75.67 75.67 75.67

Interim Dividend 371.64 371.64 371.64 371.64

Tax on Interim Dividend 75.67 75.67 75.67 75.67

Transferred to General Reserves - - - -

Depreciation Adjustment as per Schedule II of Companies Act, 2013

- - - 23.14

Balance carried forward to Balance Sheet 13,882.36 6,915.96 16,838.61 8,936.06

Paid-up equity share capital (Face value of Rs. 10/- each)

594.63 594.63 594.63 594.63

The Company has adopted Ind AS with effect from 1st April, 2017 with a transition date of 1st April, 2016. Accordingly the financial statements for the year ended 31st March, 2017 have been re-stated to conform to Ind AS. The reconciliations and descriptions of the effect of the transition from IGAAP to Ind AS have been provided in Note No. 41 (c) of the notes to accounts in the standalone and consolidated financial statements.

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OPERATIONAL PERFORMANCE

During the year under review, the total revenue from operations and other income was 122,206.18 Lakhs as against Rs.1,23,924.64 Lakhs of previous year, whereas the net sale (i.e. before tax) was 115,544.57 Lakhs as against Rs.104,188.51 Lakhs of previous year, depicting a growth of 11% . Profit before taxation has increased from Rs. 7,713.64 Lakhs to Rs. 11,674.72 Lakhs (increased by approx 51%) during the year. Finance cost has been reduced to Rs. 213 Lakhs from Rs. 759.57 Lakhs. Net Profit after taxes of the company has increased by approx 39% year on year basis.

During the year under review, company has not changed the nature of business.

DIVIDEND

Your directors are pleased to recommend a final dividend of Rs 6.25/- per equity share i.e. 62.5% for the year ended 31st March, 2018 out of the current year’s profits, in addition to the Interim Dividend of Rs. 6.25/- per equity share i.e. 62.5% already paid for the year, thus making a total Dividend to Rs.12.50/- per equity share i.e. 125% on the paid up equity shares Rs. 10/- each.

Final dividend of Rs.6.25/-per equity share i.e. 62.5%, if approved at the ensuing Annual General Meeting, shall be paid out of the profits of the Company to those share holders whose name appear in the Register of Members on 20th September, 2018.DIRECTORS AND KEY MANAGERIAL PERSONNEL

The existing composition of the Board is fully in conformity with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Further, all the independent directors have given a declaration confirming that they meet the criteria of independence as prescribed under the Companies Act and Listing Regulations.

Pursuant to section 152 of the Companies Act, 2013, Shri Rohit Relan (DIN: 00257572) and Shri Bireswar Mitra (DIN: 06958002), directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting.

A brief profile of the above mentioned directors seeking appointment/re-appointment at the ensuing Annual General Meeting of the Company has been provided in the Notice of the said meeting.

Number of Board and committee meetings including the date of the meeting and attendance thereof by each director during the year is given in Report on Corporate Governance that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

BOARD LEVEL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, The Board of Directors (“Board”) at its meeting held on 26th May, 2018, carried out the performance evaluation of its own performance and that of its committees and individual directors.

The performance of the Board was evaluated after taking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, contribution towards development of the strategy etc.The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.The Board of directors, based on the recommendations of Nomination & Remuneration Committee, reviewed the performance of the individual directors, including both independent and non-independent, on the basis of the evaluation criteria like qualification & experience, attendance of directors at Board and committee meetings, conflict of interest, effective participation, integrity, knowledge & competencies, domain knowledge, compliance with code of conduct, independent judgment, vision and strategy etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairperson was evaluated taking into account the views of executive directors and non-executive directors. The same was discussed in the next board meeting held after the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was also discussed.

NOMINATION, REMUNERATION & EVALUATION POLICY

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, is appended as Annexure I to this Report.

AUDIT COMMITTEE

Audit Committee comprises of three members out of which two are independent directors and one is executive director. Shri Kishan N Parikh, Independent Director, is the Chairperson of the Committee. All three members of committee have adequate financial & accounting knowledge and background. Detailed information regarding the number of committee meetings, terms of reference etc. are provided in the Corporate Governance Report forming part of this annual report. All recommendations of the Audit Committee, whenever made, were accepted by the Board during the financial year 2017-18.AUDITORS

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. VKC & Associates, Company Secretaries in practice, bearing CP. No. 4548 as Secretarial Auditor of the Company, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.Statutory Auditors & Auditors ReportsPursuant to the provisions of sections 139 and other applicable provisions of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Gupta Vigg & Co., Chartered Accountants (Firm Registration No. 001393N) were appointed by the Members as Statutory

Directors Report


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Auditors of the Company, for a term of 5 (five) consecutive years, from the conclusion of the 32nd Annual General Meeting of the Company held on 30th August, 2017 till the conclusion of 37th Annual General Meeting of the Company to be held in year 2022.

Further the Statutory Auditors have confirmed that they are not disqualified from being continued as Statutory Auditors of the Company in terms of the provisions of Section 139(1), Section 141(2) and Section 141(3) of the Act and the other applicable provisions of the Companies (Audit and Auditors) Rules, 2014.

Pursuant to an amendment in Section 139 of the Companies Act, 2013, ratification of appointment of statutory Auditor is no more required at each Annual general Meeting (“AGM”), accordingly the same has not been taken up at this AGM.

During the year under review there was no incident related to fraud which was reported to the Audit Committee or Board of Directors under section 143(12) of the Companies Act, 2013 by the Statutory Auditors of the Company. Hence, no detail is required to be disclosed under Section 134 (3) (ca) of the said Act. The Auditors’ Reports (Standalone & Consolidated) to the Shareholders does not contain any qualification, reservation or adverse remarks. The notes on financial Statement referred to in the Auditors’ Report are self-explanatory and do not require any further comments.

Cost Auditors & Cost Audit ReportIn terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and based on the recommendation of audit committee, the Board of Directors of the Company has appointed M/s. Gurdeep Singh & Associates, Cost Accountants (holding M.No. 9967) as Cost Auditors of the Company for conducting the cost audit for the Financial Year 2018-19, subject to ratification of remuneration by the members in the ensuing Annual General Meeting. The Company has received a letter from Cost Auditors of the Company to the effect that there, appointment is within the limits prescribed as per the Companies Act, 2013 and are not disqualified from being appointed as Cost Auditors of the Company .Further the Company has made and maintained all such accounts and cost records, as specified in section 148 of the Companies Act, 2013 read with sub rule (5) of rule 8 of the Companies (Accounts) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, your company undertook several projects and programmes based on the recommendation of the Corporate Social Responsibility Committee of the Company especially in the area of Education & Healthcare. Your Company is committed towards making a sustainable impact on the society through its CSR projects and programmes in the long term.

Company through its philanthropic arm, Sharda CSR Foundation Trust, has sponsored various projects like Blood Donation Camps, Toilet Construction in the poor rural sectors, Stationary donation and infrastructure development to the low income government schools, blanket distribution to the poor and needy people of slum communities. The Company is moving rapidly towards achieving its goal by increasing the pace of the activities at various levels.

CSR Committee of the Company has identified certain long term projects and programmes which will be focused in the coming years in the area of education & healthcare. These can be implemented through Sharda CSR Foundation Trust or any other implementing agency in the most effective way to reach the society at large. Details of composition of Committee, no. of meetings, attendance at the meetings, are provided in the Corporate Governance Report forming part of this annual report. Corporate Social Responsibility Policy of the company is available on the website of the Company (www.shardamotor.com).

In terms of Section 135 and rules made thereunder an annual report on CSR activities, expenditure, committee composition etc. is provided as Annexure III to the Director’s report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure IV to the Directors’ report

PARTICULARS OF EMPLOYEES

The details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure V.

The statement containing details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure VI.

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

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed herewith marked as Annexure VII to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, guarantees and investments under section 186 have been disclosed in the financial statements.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in Form AOC - 2 are appended as Annexure VIII forming part of this report.

CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while dealing with all our stakeholders and have complied with all the mandatory requirements relating to Corporate Governance as stipulated in Para C of Schedule V of Listing Regulation. The “Report on Corporate Governance” forms an integral part of this report and is set out as separate section to this annual report. A certificate from M/s. Gupta Vigg & Co., Chartered Accountants, the statutory auditors of the Company, certifying compliance with the conditions of corporate governance stipulated in Para E of Schedule V of Listing Regulations is annexed with the report on corporate governance.

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulation, is presented in a separate section forming part of this Annual Report.

VIGIL MECHANISM

The Company has a vigil mechanism for directors and employees to report their genuine concerns. Vigil Mechanism / Whistle Blower policy is available on the Company’s website www.shardamotor.com.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public covered under chapter V of the Companies Act, 2013 during the year under review and no amount was outstanding as on the date of Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments, which affect the financial position of the Company, have occurred between the end of the financial year under review and the date of this report.THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

However, during the financial year 2017-18, several interim orders have been passed by the Hon’ble National Company Law Tribunal, New Delhi (Hon’ble NCLT) in respect of petition was filed against the Company by Shri Rohit Relan, non-executive director of the Company along with his wife and sons, under section 241, 242 read with section 244 of the Companies Act, 2013. Hon’ble NCLT has reserved the final order till the date of this report.Further during the year, the Company has filed a petition under Section 241, 242 and/ or other applicable provisions of the Companies Act, 2013 against Toyo Sharda India Pvt. Ltd. & Others, before the Hon’ble NCLT. Several Interim Orders have been passed by the Hon’ble NCLT in this regard; however no final order has been passed till the date of this report.Copies of the above mentioned interim orders are available on the website of the Company www.shardamotor.com and also on the websites of the National Stock Exchange of India Limited and BSE Limited.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, there is no change in the status of subsidiary/ joint ventures/ associate companies. Financial performance of the Associate and Joint Venture Companies are disclosed in the financial statements forming part of this annual report. A statement in form AOC-1, containing the salient features of the financial statements of the joint ventures/ associate companies is provided as Annexure IX.

RISK ASSESSMENT AND RISK MINIMIZATION PROCEDURE

In line with the new regulatory requirements, the Company has formally framed a Risk Assessment and Risk Minimization Procedure to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks.

Details on the Company’s risk management framework, risk evaluation, risk identification etc. is provided in the Management Discussion and Analysis Report forming part of this report.

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to provide an environment, which is free of discrimination, intimidation and abuse. The Company believes that it is the responsibility of the organisation to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases.

The Company has put in place a ‘Policy on redressal of Sexual Harassment at Work Place’ as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Sexual Harassment Act”). During the year, the Company has conducted an awareness programme against the sexual harassment. As per the policy, any employee may report his / her complaint to the Redressal Committee / Internal Complaints Committee, constituted with duly compliance under the Sexual Harassment Act, for this purpose to their Manager or HR personnel. We affirm that adequate access has been provided to any complainant who wished to register a complaint under the policy, but no complaint was received during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3) (c) read with 134(5) of the Companies Act, 2013, it is hereby stated that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit andloss of the company for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Internal financial controls have been laid down to be followed by the company and that such internal financial controls areadequate and were operating effectively;

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13

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this annual report.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilization of the Company’s resources for sustainable and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their total dedication, hard work, commitment and collective team work, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its customers, Your Directors also extend their appreciation to Bankers, Credit rating Agencies and various departments of Central and State Government(s).

Your Directors also would like to thank all the shareholders for their continued support & co-operation.

On behalf of the Board of DirectorsFor Sharda Motor Industries Limited

Sharda Relan Ajay RelanDate : 3rd August, 2018 Co-Chairperson Managing DirectorPlace : New Delhi (DIN:00252181) (DIN:00257584)

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ANNEXURE I

NOMINATION, REMUNERATION AND EVALUATION POLICY1. INTRODUCTION

In pursuance of the Company’s policy to consider human resources as its invaluable assets and also in terms of provisions ofthe Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations)as amended from time to time, this policy on nomination, remuneration and evaluation of Directors, Key Managerial Personnel(KMPs) and other employees of the Company has been formulated by the Nomination and Remuneration Committee of theCompany and approved by the Board of Directors. This policy shall act as a guideline for determining, inter-alia, qualifications,positive attributes and independence of a Director, matters relating to the appointment remuneration, evaluation and removal ofthe Directors, Key Managerial Personnel and other employees of the company.

2. DEFINITIONS

• “Board” means Board of Directors of the Company

• “Directors” means Directors of the Company

• “Committee” means Nomination and Remuneration Committee of the Company as constituted or reconstituted by theBoard.

• “Company” means Sharda Motor Industries Limited

• “Independent Director” means a director referred to in Section 149 (6) of the Companies Act, 2013 read with provisionsof the Listing Agreement.

• “Key Managerial Personnel (KMP) ” means –

Managing Director, Chief Financial Officer, Company Secretary and such other persons, as may be designated by the Boardor prescribed under the applicable statutory provisions/ regulations

• “Senior Management” means employee of the Company who are members of its core management team excludingBoard of Directors, comprising all members of management one level below the CEO/MD/WTD, including functional headsand also include Chief Financial Officer and Company Secretary.

Unless the context otherwise requires, words and expressions used in the policy and not defined herein but defined in the Companies Act, 2013 and Listing Regulations as may be amended from time to time shall have the meaning respectively assigned to them therein.

3. OBJECTIVE AND PURPOSE OF THE POLICY

The objective and purpose of this policy are:

• To formulate the criteria for determining Qualifications, Positive attributes and Independence of a Director and KeyManagerial Personnel.

• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors(Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positionsand to determine their remuneration.

• To formulate the criteria for carrying out performance evaluation of the Board, its Committees and individual directors andreview and its implementation and compliance.

• To develop a succession plan and ensure Board diversity.

• To determine remuneration based on Company’s size and financial position and trends and practices on remunerationprevailing in the Industry.

• To provide Directors, Key Managerial Personnel and Senior Managers reward linked directly to their effort, performance,dedication and achievement relating to the Company’s operations.

4. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and createcompetitive advantage

APPLICABILITY

The Policy is applicable to:

1. Directors (Executive and Non-Executive)

2. Key Managerial Personnel

3. Senior Management Personnel

4. Other employees

ROLE AND RESPONSIBILITY

• The Committees foremost priorities are to ensure that the Company has the best possible leadership and maintains a clearplan for both Executive and Non-Executive Directors’ succession. The Committee shall also review Senior Managementsuccession. Its prime focus will, therefore, be on the strength of the Board and the Senior Management Team and ensuringthat appointments are made on merit, against objective criteria, selecting the best candidate for the post. The Committee

Annexure to Directors Report


15

shall advise the Board on the appointments, retirements and resignations from the Board and its Committees. It shall also advise the Board on similar changes to the Senior Management of the Company.

• When considering appointments to the Board and its Committees, the Nomination and Remuneration Committee shalldraw up a specification for the role taking into consideration the balance of skills, knowledge and experience of its existingmembers, the diversity of the Board and the Company’s ongoing requirements. The Company believes that diversityunderpins the successful operation on an effective Board and embraces diversity as a means of enhancing the business.

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT APPOINTMENT:

• The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointmentas Director or KMPs and recommend to the Board his/ her appointment.

• Managing Director will be selected by ascertaining the integrity, qualification, Expertise, attitude and experience of thecandidate and his appointment shall be governed by the applicable law(s) for the time being in force.

• The Candidate for a position at KMP (except Managing Director) or Senior Management level should be selected byassessment of the candidate on his/ her functional and leadership capabilities and cultural fitment to the Company. It needsto be ensured that the person possesses adequate qualification, expertise, proper attitude and experience for the positionhe/she is considered for appointment.

• The Managing Director shall assess the shortlisted the candidates based on relevant industrial expertise for the position ofKMP (except Managing Director) or Senior Management Level.

• The selected candidate’s details and the proposed compensation will be shared with the Nomination and RemunerationCommittee for their review and suggestions and appointment of the final candidate’s shall be recommend to the Board bythe Committee, for their approval.

TERM / TENURE:

• The tenure for Directors shall be governed by the terms defined in the Companies Act, 2013 and Listing Regulations.

• The tenure for KMPs (excluding MD/Executive Director/whole-time Director), Senior Management Personnel and otheremployees will be governed by Company’s HR Policy

EVALUATION:

• The performance evaluation of all Directors of the Company including Independent Directors shall be done by the Board,excluding the Director being evaluated based on the criteria determined by the Committee.

• The performance evaluation of Non-Independent Directors, Chairman/ Co-Chairman of the Company and the Board aswhole shall be done by the Independent Directors in their separate meeting also.

• The Managing Director shall perform the evaluation of performance of KMPs and Senior Management Personnel at regularintervals, mostly on the yearly basis based on the Key Performance Indictors.

• The independent external agency may also be hired / outsourced by the Board of Directors of the Company for condutingthe performance evaluation of all Directors of the Company as per criteria laid on above points read with provisions of theAct and Listing Regulations.

REMOVAL:

• Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any otherapplicable Act, rules or regulations, the Committee may recommend, to the Board with reasons recorded in writing, removalof a director, subject to the provisions and compliance of the said Act, rules or regulations.

• For KMPs (excluding MD/Executive Director/whole-time Director), Senior Management Personnel or other employees, theremoval will be governed by Company’s HR Policy and applicable law(s) for the time being in force, if any.

RETIREMENT:

• Directors, KMPs or Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013,Listing Regulations and the prevailing policy of the Company.

• The Managing Director may retain any KMP, Senior Management Personnel or any other employee in the same position/remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company.

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE –TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

The level and structure of the remuneration should be reasonable and sufficient to attract, retain and motivate the directors, KMPs, Senior Management Personnel and other employees for successfully running the Company. The remuneration to directors, KMPs and Senior Management should involve a balance between fixed and performance based incentive to achieve the short term and long term goals.

a) Remuneration to Whole-time Director/Executive/ Managing Director:

The Remuneration/ Compensation/ Commission/ performance incentive etc. to be paid to Whole-Time Director/Managing Director/Executive etc. and any revision thereof, shall be governed as per provisions of the CompaniesAct, 2013 and rules made there under or any other applicable law(s) for the time being in force.



16

b) Remuneration to Non-executive / Independent Director

The Non–Executive and Independent Director may receive remuneration/compensation/commission/ performanceincentive, as per applicable provisions the Companies Act, 2013 and rules made there under or any other applicablelaw(s) for the time being in force.

c) Remuneration Parameters for Key managerial personnel (excluding MD, WTD), senior management & otheremployee

The remuneration of the Key Managerial Personnel (“KMP”) and Senior Management personnel of the Company andany revision therein shall be governed by the company and applicable provisions of the Companies Act, 2013 and rules made there under or any other law(s) for the time being in force.

Apart from the Directors, KMPs and Senior Management Personnel, the remuneration for rest of the employeesis determined on the basis of the role and position of the individual employee, including professional experience,responsibility, job complexity and market conditions.

The annual increments to the remuneration paid to the employees shall be determined based on the appraisal carriedout by the HODs of various departments. Decision on Annual Increments shall be made on the basis of this appraisal.

MODIFICATION

The Nomination and Remuneration Committee or the Board of Directors of the Company can modify this Policy at any time, if required. Modification may be necessary, among other reasons, to maintain compliance with the regulations and / or accommodate organizational changes within the Company

******************************************************************************************************************************************************



17


ANNEXURE II

FORM No. MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR 2017-18

[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]

ToThe Members,SHARDA MOTOR INDUSTRIES LIMITEDCIN L74899DL1986PLC023202Registered Office Address: - D-188, Okhla Industrial Area, Phase-I, New Delhi- 110020.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SHARDA MOTOR INDUSTRIES 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 Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2018 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:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of: -(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign DirectInvestment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(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, 2015;

(c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; -Not Applicable

(e) The Securities and exchange board of India (Share Based Employee Benefits) Regulations, 2014 - Not Applicable(f) The Securities and Exchange Board of India (Issue and Listing of Debt securities) Regulations, 2008; - Not Applicable(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Delisting of Equity shares) Regulations, 2009; - Not Applicable(i) The Securities and Exchange Board of India (Buy back of securities) Regulations, 1998; - Not Applicable

(vi) The Company has identified following laws applicable specifically to the Company:1. The Industrial (Development and Regulations) Act, 1951;

2. The Factories Act, 1948;

3. Environment (Protection) Act, 1986;

4. The Water (Prevention and Control of Pollution) Act, 1974 & Central Rules/concerned State Rules;

5. The Air (Prevention and Control of Pollution) Act, 1981 & Central Rules/concerned State Rules;

6. Hazardous Wastes (Management and Handling) Rules, 1989;

7. Manufacturing, Storage and Import of Hazardous Chemicals Rules, 1989;

We have also examined compliance with the applicable provisions of the following: -

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Standards and Guidelines etc. mentioned above.

We further report that the Board of Directors of the Company has been duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes, if any, in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.


18


Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and in case of shorter notice, compliance as required under the Act has been made by the Company and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting member’s views are captured and recorded as part of the minutes.

We further report that there are adequate systems and process in the company commensurate with the size and operations of the company to monitor and ensure compliances with the applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company has the following specific event/action having major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, standards & guidelines, etc.During the audit period petition has been filed by the Company against the Toyo Sharda India Private Limited, in the National Company Law Tribunal, New Delhi (NCLT) under section 241, 242 read with section 244 of the Companies Act, 2013. The matter is sub-judice as such no further comments. Further, in the matter of the petition, which was filed against the Company by Shri Rohit Relan, non-executive director of the Company, along with his wife and sons, in the National Company Law Tribunal, New Delhi (NCLT) under section 241, 242 read with section 244 of the Companies Act, 2013, the order has been reserved by Hon’ble NCLT.

FOR VKC & ASSOCIATES;(Company Secretaries)

CS Mohit K DixitPartner

Date: 03.08.2018 ACS No.49021Place: New Delhi C P No.17827

Notes: - This report is to be read with our letter of even date which is annexed as ‘Annexure- A’ and forms an integral part of this report..

Annexure - A’To

The Members,SHARDA MOTOR INDUSTRIES LIMITEDCIN L74899DL1986PLC023202Registered Office Address: D-188, Okhla Industrial Area, Phase-I, New Delhi- 110020

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express anopinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctnessof the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations andhappening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility ofmanagement. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectivenesswith which the management has conducted the affairs of the company.

FOR VKC & ASSOCIATES(Company Secretaries)

CS Mohit K DixitPartner

Date: 03.08.2018 ACS No. 49021

Place: New Delhi C P No. 17827


19


ANNEXURE III

ANNUAL REPORT ON CSR ACTIVITIES1. A brief outline of the company’s CSR policy, including overview of projects or programmes proposed to be undertaken

and a reference to the web-link to the CSR policy and projects or programmes:The Company has adopted a strategy whereby certain long term programmes would be undertaken by the Company for thesocial and economic welfare and also to undertake certain Long term Programmes in alignment with Schedule VII of the Act,particularly focusing on promotion of education and child healthcare.

Visit http://www.shardamotor.com/investor-relations for more details related to our CSR policy.

2. The Composition of the CSR Committee:Members of the committee as on 31st March, 2018:

i. Shri Sharda Relan (Chairperson of the Committee)

ii. Shri Kishan N. Parikh

iii. Shri Ajay Relan

iv. Shri Satinder Kumar Lambah

3. Average net profit of the company for last three financial yearsRs. 5812.09 Lakhs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):Rs. 116.24 Lakhs

5. Details of CSR spent during the financial year:a) Total Amount to be spent for the financial year: Rs. 116.24 Lakhsb) Amount unspent: Rs. 105.94 Lakhsc) Manner in which the amount spent during the financial year is detailed below:

1 2 3 4 5 6 7 8

Sr.No.

CSR Project or activity identified

Sector in which the project is covered

Projects or programmes(1) Local area or other(2) Specify the State

and districtwhere projectsor programs was undertaken

Amount outlay

(budget) project or program

wise

Amount spent on the projects or programs

Sub- heads:(1) Direct

expenditureon projects or

programs(2) Overheads

Cumulative expenditure upto the reporting

period

Amount spent. Direct or through implementing

agency

1 Sharda CSR Foundation Trust :For promoting Healthcare andEducation

promoting Healthcare andEducation

In all the manufacturing units of the Company in India and in the rural areas of Jharkhand also

11,00,000 10,30,000 10,30,000 Through implementing

agencies

Other than above your Company through its philanthropic arm, Sharda CSR Foundation Trust, has sponsored various projects like Blood Donation Camps, Toilet Construction in the poor rural sectors, Stationary donation and infrastructure development to the low income government schools, blanket distribution to the poor and needy people of slum communities etc.

6. In case the Company has failed to spend the two percent of the average net profit of the last three financial years or anypart thereof, the Company shall provide the reasons for not spending the amount in its Board Report.During the financial year 2017-18, the Company expanded its compass of activities and undertook various projects/ programmesfor the benefit of the society at large. However certain planned projects of capital nature carrying large amount of expenditurecould not be executed due to regulatory and technical hassle, which became the prime reason that the company could not spentthe entire planned amount during the year. As decided earlier, the Company has kept its focus in the area of healthcare andeducation with respect to CSR activities through blood donation drives in various parts of the country, infrastructure developmentand stationary distribution in the low income government schools. Apart from these two core areas the Company has also spentin the area of eradicating poverty, sanitation etc. The Company has joined hands with other agencies also for the implementationof the programmes. CSR Committee of the Company has also recommended long term projects or programmes to be carried out in the coming years, which will impact the larger section of the society through sustainable means.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliancewith CSR objectives and Policy of the Company.CSR Committee of the Company certifies that all the CSR expenditure. Programmes are line with the objectives set in the CSRpolicy of the Company.

Ajay Relan Sharda RelanManaging Director Chairperson of CSR Committee(DIN:00257584) (DIN:00252181)


20


ANNEXURE IV

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31st March, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L74899DL1986PLC023202

ii) Registration Date 29/01/1986

iii) Name of the Company Sharda Motor Industries Limited

iv) Category / Sub-Category of the Company Company Limited by Shares / Indian Non-Government Company

v) Address of the Registered office and contactdetails

D-188, Okhla Industrial Area, Phase - I, New Delhi- 110020 Phone: +91-11-47334100, Fax: +91-11-26811676Email: [email protected]: www.shardamotor.com

vi) Whether listed company Yes

vii) Name, Address and Contact details of Registrarand Transfer Agent if any

M/s. Alankit Assignments Ltd.Alankit Heights, 1E/13, Jhandewalan Extension, New Delhi - 110055. Phone: 011-42541234, 23541234, Fax: (011) 42541967”

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 Motor vehicles parts such as suspension, silencer, exhaust pipes

29301 71%

2 Car seats frame and seats cover 29303 27%

3 Others - 2%

Total 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S.No.

Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate

% of Shares

held

ApplicableSection

1 Bharat Seats LimitedReg. off.:- D-188, Okhla IndustrialArea, Phase I, New Delhi -110020

L34300DL1986PLC023540 ASSOCIATE 28.66% 2(6)

2 Relan Industrial Finance Limited Reg. off.:- D-188, Okhla Industrial Area, Phase I, New Delhi -110020

U65923DL1987PLC026603 ASSOCIATE 47.12% 2(6)

3 Toyota Boshoku Relan India Private LimitedReg. off.:- D-188, Okhla IndustrialArea, Phase I, New Delhi -110020

U34106DL2014PTC266723 ASSOCIATE 50% 2(6)

4 Toyo Sharda India Private Limited Reg. off.:- D-188, Okhla Industrial Area, Phase I, New Delhi -110020

U34100DL2015PTC276049 ASSOCIATE 50% 2(6)


21


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

Category of Shareholders No. of Shares held at the beginning of the year i.e.01.04.2017

No. of Shares held at the end of the year i.e 31.03.2018 %Change during the yearDemat Physical Total % of Total

SharesDemat Physical Total % of Total

Shares

A. Promoter

(1) Indian

Individuals/ Hindu Undivided Family 44,57,885 0 44,57,885 74.97 43,39,555 0 43,39,555 72.98 (1.99)*

Central Government/ State Government(s) 0 0 0 0 0 0 0 0

Bodies Corporate 0 0 0 0 0 0 0 0

Financial Institutions/ Banks 0 0 0 0 0 0 0 0

Sub Total(A)(1) 44,57,885 0 44,57,885 74.97 43,39,555 0 43,39,555 72.98 (1.99)

(2) Foreign

Individuals (Non- Residents Individuals/ Foreign Individuals)

0 0 0 0 0 0 0 0

Bodies Corporate 0 0 0 0 0 0 0 0

Institutions 0 0 0 0 0 0 0 0

Any Others 0 0 0 0 0 0 0 0

Sub Total(A)(2) 0 0 0 0 0 0 0 0

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

44,57,885 0 44,57,885 74.97 43,39,555 0 43,39,555 72.98 (1.99)

B. Public shareholding

(1) Institutions

Mutual Funds/ UTI 0 0 0 0 0 0 0 0

Financial Institutions / Banks 783 0 783 0.01 6,294 0 6,294 0.11 0.10

Central Government/ State Government(s) 0 0 0 0 4,900 0 4,900 0.08 0.08

Venture Capital Funds 0 0 0 0 0 0 0 0

Insurance Companies 0 0 0 0 0 0 0 0

Foreign Institutional Investors/ Foreign Portfolio Investors

20,997 0 20,997 0.35 41,224 0 41,224 0.69 0.34

Foreign Venture Capital Investors 0 0 0 0 0 0 0 0

Sub-Total (B)(1) 21,780 0 21,780 0.36 52,418 0 52,418 0.88 0.52

(2) Non-institutions

Bodies Corporate 2,50,811 1,850 2,52,661 4.25 3,02,105 1,850 3,03,955 5.11 0.86

Individuals

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

4,80,947 76,876 5,57,823 9.38 6,03,605 51556 6,55,161 11.02 1.64

Individual - ii Individual shareholders holding nominal share capital inexcessof Rs.1lakh.

5,76,026 74,100 6,50,126 10.93 5,07,529 62,700 5,70,229 9.59 (1.34)

Any Other

NBFC 0 0 0 0 270 0 270 0.01 0.01

Clearing Members 0 0 0 0 3450 0 3450 0.05 0.05

NRI 6,051 0 6,051 0.11 21,288 0 21,288 0.36 0.26

Sub-Total (B)(2) 13,13,835 1,52,826 14,66,661 24.67 14,38,247 116,106 15,54,353 26.14 1.47

Total Public Shareholding (B)= (B) (1)+(B)(2) 13,35,615 1,52,826 14,88,441 25.03 14,90,665 116,106 16,06,771 27.02 1.99

TOTAL (A)+(B) 57,93,500 1,52,826 59,46,326 100 58,30,220 1,16,106 59,46,326 100 0

* The decline in the shares is due to sale of shares by promoters including the re clasification of 16,450 equity shares Ms. Ashita Relan from promoter category to public.


22


IV. (ii) SHAREHOLDING OF PROMOTERS

S. N.

Name of the Promoter Shareholding at the beginning of theyear i.e. 01.04.2017

Shareholding at the end of the year i.e 31.03.2018

% Change in Share holding during

the year

No. of shares

% of total shares of

thecompany

% of shares pledged /

encumbered to total shares

No. of shares

% of total shares of

thecompany

% of shares pledged /

encumbered to total shares

1 Ajay Relan 1933858 32.52 0 1914195 32.19 0 (0.33)

2 Ritu Relan 742520 12.49 0 742520 12.49 0 0

3 Mala Relan 497252 8.36 0 520826 8.76 0 0.40

4 Rohit Relan 428818 7.21 0 428818 7.21 0 0

5 Aashim Relan 300900 5.06 0 304440 5.12 0 0.06

6 Rishabh Relan 158500 2.67 0 121433 2.04 0 (0.63)

7 Pranav Relan 128950 2.17 0 92265 1.55 0 (0.62)

8 Ayush Relan 104000 1.75 0 68421 1.15 0 (0.60)

9 Rohit Relan (HUF) 44400 0.75 0 44400 0.75 0 0

10 Narinder Dev Relan (HUF) 30000 0.51 0 30000 0.51 0 0

11 Ajay Relan (HUF) 19200 0.32 0 19200 0.32 0 0

12 Ram Prakash Chowdhry 600 0.01 0 600 0.01 0 0

13 Indira Chowdhry 52437 0.88 0 52437 0.88 0 0

14 Aashita Relan* 16450 0.27 0 0 0 0 (0.27)

TOTAL 4457885 74.97 0 4339555 72.98 0 (1.99)

*Ceased to be a promoter w.e.f. 29th June, 2017, due to re-classification in public category.

IV (iii) CHANGE IN PROMOTERS’ SHAREHOLDING

S.No.

Name of the Promoter

Shareholding at the beginning of the year (01/04/2017) / end of the

year (31/03/2018)

Date wise increase, decrease in shareholding during the year specifying the

reasons

Cumulative shareholding during the year

No. of shares % of total share capital

Date Increase/ Decrease

Reason No. of shares

% of total share capital

1 Ajay Relan (HUF) 19200 0.32 1-Apr-17 - No Transaction

19200 0.32 31-Mar-18 19200 0.32

2 Narinder Dev Relan (HUF)

30000 0.50 1-Apr-17 - No Transaction

30000 0.50 31-Mar-18 30000 0.50

3 Rohit Relan (HUF) 44400 0.75 1-Apr-17 - No Transaction

44400 0.75 31-Mar-18 44400 0.75

4 Ram Prakash Chowdhry


600 0.01 31-Mar-18 600 0.01

5 Rohit Relan 428818 7.21 1-Apr-17 - No Transaction

428818 7.21 31-Mar-18 428818 7.21

6 Ritu Relan 742520 12.49 1-Apr-17 - No Transaction

742520 12.49 31-Mar-18 742520 12.49


23


S.No.

Name of the Promoter

Shareholding at the beginning of the year (01/04/2017) / end of the

year (31/03/2018)

Date wise increase, decrease in shareholding during the year specifying the

reasons

Cumulative shareholding during the year

No. of shares % of total share capital




7 Pranav Relan 128950 2.17 1-Apr-17 -

13-Oct-17 1701 Sale 127249 2.14

20-Oct-17 6461 Sale 120788 2.03

27-Oct-17 1452 Sale 119336 2.01

24-Nov-17 10571 Sale 108765 1.83

08-Dec-17 4000 Sale 104765 1.76

22-Dec-17 12500 Sale 92265 1.55

92265 1.55 31-Mar-18 92265 1.55

8 Ayush Relan 104000 1.75 1-Apr-17 -

31-Oct-17 3593 Sale 100407 1.69

03-Nov-17 4833 Sale 95574 1.61

17-Nov-17 8260 Sale 87314 1.47

24-Nov-17 6393 Sale 80921 1.36

15-Dec-17 12500 Sale 68421 1.15

68421 1.15 31-Mar-18 68421 1.15

9 Rishabh Relan 158500 2.67 1-Apr-17

10-Nov-17 10000 Sale 148500 2.50

08-Dec-17 14567 Sale 133933 2.25

22-Dec-17 12500 Sale 121433 2.04

121433 2.04 31-Mar-18 121433 2.04

10 Ajay Relan 1933858 32.52 1-Apr-17

30-Dec-17 19663 Sale 1914195 32.19

1914195 32.19 31-Mar-18 1914195 32.19

11 Mala Relan 497252 8.36 1-Apr-17 -

05-Jan-18 19663 Purchase 516915 8.69

09-Mar-18 501 Purchase 517416 8.70

23-Mar-18 1400 Purchase 518816 8.72

30-Mar-18 2010 Purchase 520826 8.76

520826 8.76 31-Mar-18 520826 8.76

12 Aashim Relan 300900 5.06 1-Apr-17

21-Apr-17 200 Purchase 301100 5.06

28-Apr-17 214 Purchase 301314 5.07

09-Mar-18 300 Purchase 301614 5.07

16-Mar-18 376 Purchase 301990 5.08

30-Mar-18 2450 Purchase 304440 5.12

304440 5.12 31-Mar-18 304440 5.12

13 Aashita Relan* 16450 0.28 1-Apr-17 No Transaction

16450 0.28 29-Jun-17 16450 0.28

14 Indira Chowdhry 52437 0.88 1-Apr-17 No Transaction

52437 0.88 31-Mar-18 52437 0.88

*Ceased to be a promoter w.e.f. 29th June, 2017, due to re-classification in public category.

Note: Based on the data received from RTA, for the weekly beneficiary promoter holding.


24


IV (iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRs AND ADRs):

S.No.

Name of the Promoter Shareholding at the beginning of the year

(01/04/2017) / end of the year (31/03/2018)

Date wise increase, decrease in shareholding during the year

specifying the reasons

Cumulative shareholding

during the year

No. of shares





1 ANKITA CHANNA 50000 0.8408 01-Apr-17 No Transaction

50000 0.8408 31-Mar-18 50000 0.8408

2 AUCHLITE CHEMICALPRIVATE LIMITED

26500 0.4457 01-Apr-17 -

21-Apr-17 604 Sale 25896 0.4355

05-May-17 200 Purchase 26096 0.4389

02-Jun-17 500 Sale 25596 0.4305

09-Jun-17 400 Sale 25196 0.4237

16-Jun-17 900 Sale 24296 0.4086

30-Jun-17 100 Purchase 24396 0.4103

04-Aug-17 200 Sale 24196 0.4069

18-Aug-17 200 Sale 23996 0.4035

23-Aug-17 100 Sale 23896 0.4019

01-Sep-17 39 Sale 23857 0.4012

08-Dec-17 100 Sale 23757 0.3995

15-Dec-17 100 Sale 23657 0.3978

29-Dec-17 100 Sale 23557 0.3962

02-Feb-18 100 Sale 23457 0.3945

23457 0.3945 31-Mar-18 23457 0.3945

3 BRAHAM ARENJA 60000 1.0090 01-Apr-17

30-Jun-17 2000 Sale 58000 0.9754

08-Sep-17 1000 Purchase 59000 0.9922

13-Oct-17 1000 Purchase 60000 1.0090

60000 1.0090 31-Mar-18 60000 1.0090

4 NILAM KUMARI KAPUR

28782 0.4840 01-Apr-17 -

02-Jun-17 285 Purchase 29067 0.4888

09-Jun-17 350 Sale 28717 0.4829

16-Jun-17 10 Sale 28707 0.4828

10-Nov-17 50 Sale 28657 0.4819

24-Nov-17 150 Sale 28507 0.4794

08-Dec-17 575 Sale 27932 0.4697

15-Dec-17 2600 Sale 25332 0.4260

22-Dec-17 1200 Sale 24132 0.4058

29-Dec-17 1350 Sale 22782 0.3831

05-Jan-18 1411 Sale 21371 0.3594

12-Jan-18 1124 Sale 20247 0.3405

19-Jan-2018 936 Sale 19311 0.3248

21-Feb-18 992 Sale 18319 0.3081

18319 0.3081 31-Mar-18 18319 0.3081


25


5 NIRMAL BANG FINANCIAL SERVICES PRIVATE LIMITED

NIL 0.00 01-Apr-17

11-Aug-17 19000 Purchase 19000 0.3195

23-Aug-17 19000 Sale 0 0

06-Oct-17 30700 Purchase 30700 0.5163

13-Oct-17 6500 Sale 24200 0.4070

20-Oct-17 11000 Purchase 35200 0.5920

27-Oct-17 13500 Purchase 48700 0.8190

26-Jan-18 3000 Sale 45700 0.7685

45700 0.7685 31-Mar-18 45700 0.7685

6 RAJIV TANDON 29000 0.4877 01-Apr-17 No Transaction

29000 0.4877 31-Mar-18 29000 0.4877

7. RUNNER MARKETING PRIVATE LIMITED

14000 0.2354 01-Apr-17 -

21-Apr-17 5000 Purchase 19000 0.3195

23-Aug-17 19000 Purchase 38000 0.6391

13-Oct-17 1200 Purchase 39200 0.6592

20-Oct-17 6054 Sale 33146 0.5574

27-Oct-17 4500 Sale 28646 0.4817

28646 0.4817 31-Mar-18 28646 0.4817

8 USHA CHANNA 33462 0.5627 01-Apr-17

07-Apr-17 700 Sale 32762 0.5510

08-Sep-17 700 Sale 32062 0.5392

15-Sep-17 200 Purchase 32262 0.5426

32262 0.5426 31-Mar-18 32262 0.5426

9 VANDANA CHANNA 56300 0.9468 01-Apr-17 -

12-May-17 200 Purchase 56500 0.9502

02-Jun-17 200 Sale 56300 0.9468

16-Jun-17 200 Sale 56100 0.9434

09-Mar-18 500 Purchase 56600 0.9518

23-Mar-18 100 Purchase 56700 0.9535

56700 0.9535 31-Mar-18 56700 0.9535

10. VIBGYOR INVESTORSAND DEVELOPERSPVT LTD

50000 0.8409 01-Apr-17

21-Feb-18 1000 Purchase 60000 1.0090

23-Feb-18 1000 Purchase 70000 1.1772

70000 1.1772 31-Mar-18 70000 1.1772

11. VIJAY AGGARWAL 50000 0.8409 01-Apr-17

21-Apr-17 50000 Sale 0 0

12-May-17 50000 Purchase 50000 0.8409

06-Oct-17 50000 Sale 0 0

26-Jan-18 25000 Purchase 25000 0.4204

21-Feb-18 20000 Sale 5000 0.0841

5000 0.0841 31-Mar-18 5000 0.0841

12. VINOD KANTILALSHAH


60000 1.0090 31-Mar-18 60000 1.0090

Note: As per the data received from RTA according to date of beneficiary position


26


IV (v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

S.No.

Name of the Director andKMP

Shareholding at the beginning of the year

(01/04/2017) / end of the year (31/03/2018)

Date wise increase, decrease in shareholding during the year

specifying the reasons

Cumulative shareholding

during the year

No. of shares



Reasons No. of shares


1 Shri Kishan N Parikh 150 0.00 1-Apr-17 No Transaction

150 0.00 31-Mar-18 150 0.00

2 Shri Ajay Relan 1933858 32.52 1-Apr-17

30-Dec-17 19663 Sale 1914195 32.19

1914195 32.19 31-Mar-18 1914195 32.19

4 Smt. Sharda Relan - - 1-Apr-17 Nil Holding/ Movement

during the year

- -

- - 31-Mar-18 - -

5 Shri Rohit Relan 428818 7.21 1-Apr-17 No Transaction

428818 7.21 31-Mar-18 428818 7.21

6 Shri R. P. Chowdhry 600 0.01 1-Apr-17 No Transaction

600 0.01 31-Mar-18 600 0.01

8 Shri Satinder Kumar Lambah

- - 1-Apr-17 Nil Holding/ Movement

during the year

- -

- - 31-Mar-18 - -

9 Prof. Ashok Kumar Bhattacharya

- - 1-Apr-17 Nil Holding/ Movement

during the year

- -

- - 31-Mar-18 - -

10 Shri Bireswar Mitra 520 0.01 1-Apr-17

24-Nov-17 20 Purchase 540 0.01

08-Dec-17 50 Purchase 590 0.01

9-Feb-18 10 Purchase 600 0.01

600 0.01 31-Mar-18 600 0.01

12 Shri Vivek Bhatia - - 1-Apr-17 Nil holding/ movement

during the year- - 31-Mar-18

13 Shri Nitin Vishnoi 1000 0.02 1-Apr-17 No Transaction

1000 0.02 31-Mar-18 1000 0.02

Note: As per the data received from RTA according to date of beneficiary position

INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment (Rs. in Lakhs)

Particulars Secured Loansexcluding Deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount 2792.13 3105.04 5897.17

ii) Interest due but not paid

iii) Interest accrued but not due 26.05 20.58 46.63

Total (i+ii+iii) 2818.18 3125.62 5943.80Change in Indebtedness during the financial year*Addition - - -

Reduction 2818.18 3125.62 5943.80

Net Change 2818.18 3125.62 5943.80Indebtedness at the end of the financial yeari) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

* Includes revaluation effect on foreign currency borrowings


27


V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Rs. in Lakhs)

S.No.

Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Ajay Relan Sharda Relan Bireswar Mitra

1 Gross salary

(a) Salary as per provisions contained in section17(1) of the Income-tax Act, 1961

469.00 425.00 19.94 913.94

(b) Value of perquisites u/s 17(2) Income-tax Act,1961

10.62 11.45 0.38 22.45

(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

5 Others including provident Fund & reimbursements 26.43 27.15 6.13 59.71

Total (A) 506.05 463.60 26.45 996.10

Ceiling as per the Act# 1250.45

# Being 10% of Net profits of the Company calculated as per section 198 of the Companies Act, 2013.

B. Remuneration to other directors: (Rs. in Lakhs)

S.No.

Particulars of Remuneration Name Of Directors Total Amount

RohitRelan

R.P.Chowdhry

S.K.Lambah

Kishan N Parikh

A.K.Bhattacharya

1. Independent Directors

- Fee for attending board committeemeetings

- - 4.40 3.60 1.60 9.60

· Commission

· Others, please specify

Total (1) 4.40 3.60 1.60 9.60

2. Other Non-Executive Directors

· Fee for attending board committeemeetings

0.80 2.60 - - - 3.40

· Commission

· Others, please specify

Total (2) 0.80 2.60 - - - 3.40

Total (B)=(1+2) 0.80 2.60 4.40 3.60 1.60 13.00

Total Managerial Remuneration (A)+(B) 1009.10

Overall Ceiling as per the Act Being 11% of Net Profits of the Company calculated as per Section 198 of the Companies Act, 2013

1375.50


28


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Rs. in Lakhs)

S.No.

Particulars of Remuneration Key Managerial Personnel Total Amount

Company Secretary CFO

Nitin Vishnoi Vivek Bhatia

1 Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act,1961

16.80 95.00 111.80

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- 0.40 0.40

(c) Profits in lieu of salary under section17(3) Income- tax Act, 1961

- - -

2 Stock Option - --

-

3 Sweat Equity - --

-

4 Commission- as % of profit

- - -

- others, specify - --

-

5 Others including Provident Fund & reimbursements

7.97 12.35 20.32

Total (A) 24.77 107.75 132.52

Ceiling as per the Act N.A. N.A. N.A.

VI. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

There were no penalties/punishments/ compounding of offences for the year ending 31st March, 2018.




29


ANNEXURE V

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Requirements of Rule 5(1) Details

(i) the ratio of the remuneration of each directorto the median remuneration of the employees of the company for the financial year;

(i) Shri Kishan N Parikh - NA

(ii) Shri Ajay Relan – 1:131

(iii) Smt. Sharda Relan – 1:120

(iv) Shri Rohit Relan – NA

(v) Shri R. P. Chowdhry - NA

(vi) Shri Satinder Kumar Lambah-NA

(vii) Prof. A.K. Bhattacharya – NA

(viii) Shri Bireswar Mitra – 1:7

(ii) the percentage increase in remuneration ofeach director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Directors :

(i) Shri Kishan N Parikh - NA

(ii) Shri Ajay Relan - 28%

(iii) Smt. Sharda Relan - 15%

(iv) Shri Rohit Relan - NA

(v) Shri R. P. Chowdhry - NA

(vi) Shri Satinder Kumar Lambah-NA

(vii) Prof. A.K. Bhattacharya - NA

(viii) Shri Bireswar Mitra - 16%

Key Managerial Personnel

(i) Shri Vivek Bhatia, CFO - 7%

(ii) Shri Nitin Vishinoi, Company Secretary - 8%

(iii) the percentage increase in the medianremuneration of employees in the financial year;

22.73%

(iv) the number of permanent employees on therolls of company;

1189 employees as on 31st March, 2018

(v) average percentile increase already madein the salaries of employees other than themanagerial personnel in the last financialyear and its comparison with the percentileincrease in the managerial remuneration andjustification thereof and point out if there areany exceptional circumstances for increase inthe managerial remuneration;

Average increase in remuneration of non-managerial personnel is 16% against which the increase in average salary of managerial personnel is 15%, which is in the same range and does not need any justification.

(vi) affirmation that the remuneration is as per theremuneration policy of the company

Remuneration paid during the year ended 31st March, 2018 is as per the Remuneration Policy of the Company

General Note:

1. For the purpose of above calculation, Company has taken the comparable employees who were in the employment during theyear under review and the previous year 2016-17 and have excluded the employees not eligible for increment.


30


ANNEXURE VI

Particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:A. Employed throughout the year ended 31st March, 2018:

Name Designation Remunerationreceived

(Rs. In Lakhs)

Qualification & Experience

Date of commencement of employment

Age Last employment

held

Shri AjayRelan

ManagingDirector

506.05 B.Com (Hons.) OPMFrom ,Harvard

Business School USA34 years

01.09.1986 55years

N.A.

ShardaRelan

Co-Chairperson

463.60 Graduate51 years

10.08.2016 82years

N.A.

Aashim Relan

COO 128.60 Graduate inEconomics major from

“Emory University,Atlanta (U.S.A)

6 years

28.06.2012 27years

N.A.

Vivek Bhatia President &CFO

107.75 CA & CS27 years

01.07.2016 50 years Jamna Auto Limited

SH Lee CEO - MWCPlant

80.76 Mechanical Engg.32 years

07.10.2010 53years

LG Metals

Sanjiv KumarYogi

President -Purchase &SCM

77.44 MBA, M.Tech.23 years

14.08.2015 45years

India YamahaMotor Pvt. Ltd.

AbinashUpadhyay

Chief PeoplesOfficer

70.39 Post Graduate Diploma in PM

25 years

21.03.2016 50years

Apollo Tyre Ltd.

SitangshuGoswami

President Sales & Strategy

67.20 DME 31 years

03.02.2016 52years

Magna Steyr

Atul Sheth COO-WesternRegion

52.85 Post Graduate Diploma in Automobile

Engg.34 years

15.04.2013 56years

Lear Corporation

K.K. Sharma President 40.35 B.Com 14.06.1993 47 years N.A.

B. Employed for part of the year ended 31st March, 2018: No such employee(s).

Notes:

1. The term ‘remuneration’ has the meaning assigned to it under the Companies Act, 2013.

2. The nature of employment of Shri Ajay Relan, Shri SH Lee and Smt. Sharda Relan is contractual, for the rest of the employees,it is other than contractual.

3. Shri Ajay Relan and Shri Rohit Relan are sons of Smt. Sharda Relan. Shri Aashim Relan is the son of Shri Ajay Relan.

4. Except Shri Ajay Relan and Shri Aashim Relan, who are holding 41.27% and 5.12% equity shares of the Company respectively,none of the above employees holds more than 2% of the equity share capital of the Company as on 31st March, 2018 as per Rule 5(3)(viii) of the Companies (Appointment and Remuneration) Rules, 2014.


31


ANNEXURE VII

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOThe disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

A. CONSERVATION OF ENERGY:

(i) The steps taken by the company for conservation of energy or impact on conservation of energyOur country is going through the most degraded phase in terms of pollution in all forms either it is air, water or soil pollution.In this way, energy conservation offers a practical approach to achieve the development goals. A socially responsibleorganisation always keeps track of its operations being environmentally efficient. Your company always strives to achievethe highest standards of energy conservation by its continuous efforts in the area of alternate source of energy and efficientuse of existing ones. Energy saving initiatives through the organisation in all the plants has helped the Company to reduceits cost of energy. Some of the key initiatives carried out during the year towards conservation of energy are mentionedhereunder: Conventional bulbs/ lights have been replaced with LED lights in all the plants. Protoshop Timers have been installed to cut the idle running of the machines. Air Conservation system for Air Compressor. Auto stop timer for shop floor machines, exhaust fans, welding machines. Installation of Solar Norikool Advance Day Light System in Nasik Plant. Portable compressor provided for WCC cleaning purpose in place of high capacity compressor in Chennai plant. 2 Hydraulic Pump (10 KW) eliminated by combining the hydraulic pump & operation in Chakan plant Compressed Air Leakage reduced in plants. Heavy duty roof top exhaust fan idle time run has eliminated by providing timer.

(ii) The steps taken by the Company for utilizing alternate sources of energy:Clean and renewable energy sources are the need of the time. Fossil fuels are non-renewable and causing a great damageto the environment. We have to find more efficient and feasible source of energy for our rapidly increasing demand of energywithout harming the environment. Your company has taken steps towards solar and wind energy in its plants. Solar Power plants have been initiated in the Nasik plants. Company is using Wind Power as its major power source in Chennai Plants.

(iii) The capital investment on energy conservation equipments :Company has not made any substantial capital investment during the year.

B. TECHNOLOGICAL ABSORPTION:

(i) The efforts made towards technology absorption; Improved performance of exhaust system;

Advanced technology familiarization through workshop and internship programmes;

Managing extended enterprises;

Emphasis on absorption of design and manufacturing technology;

Expansion and modernization programme;

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution; Import substitution and less dependence on technical collaborators;

Product line extension;

Improving fuel economy and consequent reduction in CO2;

Improvement in core competencies;

Significant improvement in meeting demand of end user;

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

No Technology has been imported during the last three years

(iv) The expenditure incurred on Research and Development• Capital Expenditure – Rs. 181.09 Lakhs

• Revenue Expenditure – Rs. 1441.08 Lakhs

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in termsof actual outflows.

The information is reported under suitable heading in the ‘Notes to Financial Statement’ forming part of the Annual Report of the Company for the year 2017-18.


32


ANNEXURE VIII

AOC – 2Disclosure 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 arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

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

There were no contracts or arrangements or transactions entered into during the year ended 31st March 2018, which were notat arm’s length basis.

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

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

Bharat Seats Limited, Associate Company

Relan Industrial Finance Limited, Associate Company

Nature of contracts/arrangements/ transactions

Sale, Purchase or supply of goods, materials and selling or otherwise disposing off or buying property of any kind and tools/ job charges.

To avail stock broking services for investing the funds of the Company in capital market like shares, debentures, mutual funds (liquid, cash etc.) or any other financial instruments.

Duration of the contracts /arrangements / transactions

Perpetual and ongoing in nature Recurring, whenever, it will be in the best interest of the Company

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

Upto a maximum of Rs. 600 crores (actual amount of transaction Rs. 381.81 crore) per annum for sale, purchase or supply of goods, materials and Rs. 150 crores (actual amount of transaction Rs. 1.85 crore) per annum for selling or otherwise disposing off or buying property of any kind and tools/ job charges.

Surplus funds invested through Relan Industrial Finance Limited shall be subject to a maximum limit of Rs. 50 Crores per transaction, However remaining outstanding amount at any point of time shall not exceed Rs. 300 Crores during any financial year.

Date(s) of approval by the Board,if any

Since the transaction entered into, is in the ordinary course of business and on arm’s length basis, there is no requirement of Board’s approval, However, the Company ensured the Board approval on 30th May, 2017 as per SEBI (LODR) Regulations, 2015.

Since the transaction entered into, is in the ordinary course of business and on arm’s length basis, there is no requirement of Board’s approval, However, the Company ensured the Board approval on 30th May, 2017 as per SEBI (LODR) Regulations, 2015.

Amount paid as advances, if any: Nil Nil




33

Annexure - IX

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/associate companies/joint ventures

Part “A”: SubsidiariesThe Company does not have/had any subsidiary company.

Part “B”: Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

(Currency: Rs. in Lakhs except otherwise specified)

Name of associates/Joint Ventures Bharat SeatsLimited

Relan Industrial Finance Limited

Toyota Boshoku Relan India Private Limited*

Toyo Sharda India *Private Limited

1. Latest audited Balance Sheet Date 31st March, 2018

31st March, 2017

31st March, 2017 31st March, 2017

2. Date on which the Associate and JointVenture was associated or acquired

17th October,1988

15th November,1993

21st March, 2014 28th January,2015

3. Shares of Associate/Joint Ventures heldby the company on the year end

No. (in no.) 90,00,000 4,90,000 5,000 7,50,000

Amount of Investment in Associates/ Joint Venture

90.00 49.00 0.50 75.00

Extend of Holding (in percentage) 28.66% 47.12% 50% 50%

4. Description of how there is significantinfluence

Shareholding Shareholding Shareholding Shareholding

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

N.A. N.A. N.A. N.A.

6. Net worth attributable to shareholding asper latest audited Balance Sheet

2486.56 240.15 (8.11) 158.94

7. Profit/Loss for the year

i. Considered in Consolidation 808.64 70.68 (0.55) 138.33

ii. Not Considered in Consolidation 2012.87 79.32 (0.55) 138.33

*Profit (Loss) figures of associates/ Joint Ventures are unaudited figures for the financial year ended 31st March, 2018.* Based on the Unaudited Financial Statement as provided by the Company.

Notes

1. There are no associates or joint ventures which are yet to commence operations.

2. None of the associates or joint ventures have been liquidated or sold during the year.

For and on Behalf of Board of Directorsof Sharda Motor Industries Limited

Kishan N Parikh Sharda Relan Ajay RelanChairperson Co-Chairperson Managing Director

DIN:00453209 DIN:00252181 DIN:00257584

Vivek Bhatia Nitin VishnoiDate : 3rd August, 2018 President & CFO Company SecretaryPlace : New Delhi M. No. 89846 M. No. F3632


34

REPORT ON CORPORATE GOVERNANCEIn line with the requirements of Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), your directors are pleased to present the Company’s annual report on Corporate Governance for the year ended 31st March, 2018, in the prescribed format and forming part of the Board Report:

1. BRIEF STATEMENT ON COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Sharda Motor Industries Limited (SMIL) is committed to doing business in an efficient, responsible, honest and ethical manner.This commitment starts with the Board of Directors, which executes its corporate governance responsibilities by focusing onthe Company’s strategic and operational excellence in the best interests of all our stakeholders, in particular, shareholders,employees and our customers in a balanced manner.

SMIL philosophy on Corporate Governance is embedded in the rich legacy of ethical governance practices most of which werein place even before they were mandated. The Company has documented internal governance policies and has put in placea formalized system of Corporate Governance which sets out the structure, processes and practices of governance within theCompany.

The Company emphasizes the need for full transparency and accountability in all its transactions in order to protect the interestsof its stakeholders. The Board considers itself as a Trustee of its Shareholders and acknowledges its responsibilities towardsthem for creation and safeguarding their wealth.

SMIL is respected for its professional management and good business practices in the Indian Corporate World. Integrity,emphasis on product quality and transparency in its dealings with all stakeholders are its core values.

2. BOARD OF DIRECTORS

The Board of Directors consists of professionals drawn from diverse fields. As on 31st March, 2018, the Board of Directors ofthe Company consist eight directors, headed by Shri Kishan N Parikh, Non-Executive/ Independent Director. The compositionof the Board is in conformity with Listing Regulations, which stipulates that at least one third of the Board should comprise ofIndependent Directors if the Chairperson is a Non-Executive Director. All Non-Executive Independent Directors are also personsof eminence and bring a wide range of expertise and experience to the Board.

The Board met five (5) times during the financial year 2017-18 on 30th May, 2017, 17th July, 2017, 05th September, 2017,09th December, 2017 and 12th February, 2018. The maximum gap between any two meetings did not exceed 120 days.

In addition to the above, a separate meeting of Independent Directors was held on 12th February, 2018 to discuss the matters asprescribed under Listing Regulations and the Companies Act, 2013.

The composition and category of directors, their attendance at the Board meetings held during the year ended 31st March, 2018and at the last Annual General Meeting, number of other directorships and membership/chairpersonships of committees etc. aretabulated hereunder:

S.No.

Name of the Director (DIN) (Designation)

Category No. of Board Meeting

held during tenure

No. of Board

Meeting attended

Attendance at last AGM

held on 30th August, 2017

Directorship of other public companies*

Committee position held in other public

Companies#

Shareholding in the

Company

Chairperson Director Chairperson Member**

1. Shri Kishan N Parikh (00453209) (Chairperson)

Independent/ Non- executive

Director5 5 YES 0 3 0 2 150

2. Shri Satinder Kumar Lambah (07425155)(Director)


Director5 5 YES 0 0 0 0 NIL

3. Prof. Ashok Kumar Bhattacharya (02804551)(Director)


Director5 3 NO 0 0 0 0 NIL

4. Shri Ajay Relan (00257584)(Managing Director & CEO)

Non- Independent/ Executive Director

5 5 YES 0 2 0 0 19,14,195

5. Smt. Sharda Relan(00252181)(Director)

Executive Director 5 4 YES 1 2 0 0 NIL

6. Shri Rohit Relan (00257572)(Director)

Non- Independent/

Non- executive Director

5 2 NO 1 2 0 0 4,28,818



35

S.No.

Name of the Director (DIN) (Designation)

Category No. of Board Meeting

held during tenure

No. of Board

Meeting attended

Attendance at last AGM

held on 30th August, 2017

Directorship of other public companies*

Committee position held in other public

Companies#

Shareholding in the

Company

Chairperson Director Chairperson Member**

7. Shri R.P. Chowdhry (00337775)(Director)

Non- Independent/

Non- executive Director

5 4 YES 0 0 0 0 600

8. Shri Bireswar Mitra (06958002)(Director)

Non- Independent/ executive Director

5 2 YES 0 0 0 0 600

Note: Shri Ajay Relan and Shri Rohit Relan are sons of Smt. Sharda Relan. Shri R.P. Chowdhry is father-in-law of Shri Ajay Relan. Apart from this there is no relationship among the directors inter-se.

*Excludes directorship in associations, private limited companies, foreign companies and companies under section 8 of theCompanies Act, 2013.

**membership includes chairpersonship.

# Represents Chairpersonship/ Membership of Audit Committee & Stakeholders’ Relationship Committee

At the time of appointment and thereafter at the first board meeting in every financial year, the Independent Directors submit a self-declaration confirming their independence and compliance with various eligibility criteria laid down by the applicable laws among other things. In addition, the Company also ensures that the directors meet the above eligibility criteria. All such declarations are placed before the Board for information.

Details of familiarization programme imparted to independent directors are available on company website www.shardamotor.com, under heading ‘Investor Relations’.

3. AUDIT COMMITTEE

Constitution of Audit Committee is in line with the provisions of Section 177 of the Companies Act, 2013 and Listing Regulations.The Audit Committee at present comprises two Non-Executive/ Independent Directors and one Executive Director of theCompany. All the three members of Committee have adequate financial & accounting knowledge and background.The Audit Committee of the Company acts in accordance with the terms of reference as provided under applicable laws and asmay be specified by the Board from time to time. The role of the audit committee inter alia includes the following (i) oversight of theCompany’s financial reporting process and disclosure of financial information (ii) recommendation to the Board for appointment,remuneration etc. of auditors (iii) review of financial statement and auditor’s report (iv) discussion with statutory auditors ofthe Company about their findings, observations, suggestions, scope of audit etc. (iv) review of internal control systems andaccounting policies followed by the Company (v) review of the financial statements with the management before their submissionto the Board for approval etc. In addition to the above, the Audit Committee carries out all such other functions as provided underapplicable laws and specified by the Board of Directors from time to time.The proceedings and minutes of the Committee meetings are regularly placed before the Board. Chairperson of the Committeewas present at the last Annual General Meeting held on 30th August, 2017 to address the members of the company.

The Managing Director, CFO and representative of Statutory Auditors are the permanent invitees to the Audit Committeemeetings. The Company Secretary of the Company acts as the secretary of the Committee.

During the year ended 31st March, 2018, the Audit Committee meetings were held on 30th May, 2017, 17th July, 2017, 05thSeptember, 2017, 09th December, 2017 and 12th February, 2018.

The Composition and attendance of Members at the meeting held during the financial year 2017-18 are tabulated hereunder:

Name Category Position Number of meetings held during his/ her tenure

Number of meetingsattended

Shri Kishan N Parikh Independent, Non- Executive Chairperson 5 5

Smt. Sharda Relan Executive Member 5 4

Shri Satinder Kumar Lambah

Independent, Non-Executive Member 5 5

4. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprises of four Non-executive directors, majority of which are independent directors. Composition of the Committee is as per the Companies Act, 2013 and Listing Regulations.

During the year under review, Nomination and Remuneration Committee met once on 30th May, 2017.



36

The Composition and attendance of Members at the meeting held during the financial year 2017-18 are tabulated hereunder:

Name Category Position Number of meetings held during his/ her

tenure

Number of meetingsattended

Shri Satinder Kumar Lambah

Independent, Non-Executive Chairperson 1 1

Shri Kishan N Parikh Independent, Non-Executive Member 1 1

Shri A. K. Bhattacharya Independent, Non-Executive Member 1 1

Shri R. P. Chowdhry Non-Independent, Non- Executive

Member 1 1

The Company Secretary of the Company acts as the secretary of the Committee.

The functioning and terms of reference of the Committee are as prescribed under the Listing Regulations and under the Companies Act, 2013. A report on performance evaluation criteria is forming part of the Board’s Report earlier in the Annual Report.

The Company while deciding the remuneration package of the Managing Director/Whole-Time Director(s) takes into consideration the following items:

● Employment scenario;

● Remuneration package of the industry;

● Remuneration package of the managerial talent of other industries;

● The remuneration, tenure of appointment/re-appointment of the Executive Directors including their salary, commission andperquisites are paid in accordance with the terms and conditions approved by the Board of Directors (on the basis ofrecommendations of the Nomination and Remuneration Committee) and the Shareholders of the Company in GeneralMeeting and such other approvals as may be necessary under the Companies Act, 2013

The Non-Executive Directors are paid sitting fees and commission in certain cases in accordance with the provisions of Companies Act, 2013, criteria for making the payment to Non-Executive Directors is disclosed in the Remuneration policy.

Remuneration paid to the Directors for the year is given below:

EXECUTIVE DIRECTORS (Rs. in Lakhs)

Name of Director Salary Perks Performance Incentive Total

Smt Sharda Relan* 225.00 38.60 200.00 463.60

Shri Ajay Relan* 219.00 37.05 250.00 506.05

Shri B Mitra 19.94 6.51 Nil 26.45

Total 463.94 82.16 450.00 996.10

In addition to above, arrear of Rs. 20.00 Lacs and Rs.25.00 for the financial year 2016-17 was paid to Smt. Sharda Relan and Shri Ajay Relan respectively.

NON-EXECUTIVE DIRECTORS (Rs. in Lakhs)

Name of Director Sitting fee

Shri Kishan N Parikh 3.60

Shri Satinder Kumar Lambah 4.40

Prof. Ashok Kumar Bhattacharya 1.60

Shri R. P. Chowdhry 2.60

Shri Rohit Relan 0.80

TOTAL 13.00

Notes:

1. The tenure of executive directors of the Company is 5 years from the date of their re-appointment at current designation;;

2. At present the Company does not have any Employee Stock Option Scheme;

3. Notice period is three calendar months or lesser notice in writing as may be agreed mutually;

4. There is no separate provision for payment of severance fee under the resolutions governing the appointment of ExecutiveDirectors;



37

5. No commission was paid to non-executive directors during the year;

6. Performance incentive is paid to executive directors based on their individual goals related to production, sales and company targets like profit, revenue from operations and such other criteria;

7. There has been no pecuniary relationship or business transaction by the Company with any Independent Non-ExecutiveDirector, other than (i) the sitting fee for attending the Board/Committee meetings (ii) the payment of dividend on the EquityShares held by them in the Company.

5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Committee periodically reviews the status of shareholders’ grievances and redressal of the same. The Committee met fourtimes in 2017-18 on 30th May, 2017, 05th September, 2017, 09th December, 2017 and 10th February, 2018. The necessaryquorum was present for all the meetings. The Chairperson of the Committee was present at the last Annual General Meeting ofthe Company held on 30th August, 2017.

The terms of reference of Stakeholders Relationship Committee inter-alia deals with various matters relating to:-

• Issue of Duplicate Share Certificates;

• Issues pertaining to non-receipt of Annual Report, dividend, Share Certificates and transfer / transmission of Shares etc.;

• Expeditious redressal of investors grievances;

• Requests of the Shareholders for splitting/ consolidation/ renewal of Certificate as may be referred by the Share Transfer

Committee.

The composition of the Committee and their attendance at the Committee meeting held during the year ended 31st March, 2018 are tabulated hereunder:


tenure

Number of meetings attended

Shri R. P. Chowdhry Non-Independent, Non-Executive Chairperson 4 4

Smt. Sharda Relan Executive Member 4 4

Shri Satinder Kumar Lambah Independent, Non-Executive Member 4 4

Shri Nitin Vishnoi, Company Secretary is the Compliance officer of the Company and also acts as the secretary of the committee.

During the year ended 31st March, 2018, status of investor grievance is tabulated hereunder:

PARTICULAR Numbers

Complaint pending as on 1st April, 2017 : NIL

Complaints received during the financial year 2017-18 : 2

Complaints disposed off up to the satisfaction of share holder during the financial year 2017-18 : 2

Complaints pending as on 31st March, 2018 : NIL

The Company has acted upon all valid requests for issue of duplicate Share Certificates, share transfer/transmission received during the year under report and no such issue of duplicate Share Certificates; transfer/transmission is pending as on 31st March, 2018.

6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

Corporate Social Responsibility Committee of the Company consists of four directors having two non-executive independent and two executive directors. The Company Secretary acts as the Secretary of the Committee. Terms of reference of the Committeeare in line with the Companies Act, 2013.

During the Financial Year 2017-18, CSR Committee met once on 12th February, 2018. The attendance at the Committee meetingheld during the year ended 31st March, 2018, is as under:


tenure

Number of meetings attended

Smt. Sharda Relan Executive Chairperson 1 None

Shri Kishan N Parikh Independent, Non-Executive Member 1 1

Shri Ajay Relan Executive Member 1 1

Shri Satinder Kumar Lambah Independent, Non-Executive Member 1 1

The Corporate Social Responsibility Report for the year ended 31st March, 2018 is annexed to the Director’s Report.



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7. GENERAL BODY MEETINGS

A. Annual General Meeting

AGM No. Year Venue Date Time No. of Special Resolutions

32 2016-17 PHD Chamber of Commerce, New Delhi 30.08.2017 12:00 noon None

31 2015-16 PHD Chamber of Commerce, New Delhi 07.09.2016 11:30 am Two

30 2014-15 India Habitat Centre, New Delhi 26.08.2015 12:30 pm One

B. Extraordinary General Meetings

No Extraordinary General Meetings held during the year under review.

C. Resolutions Passed through Postal Ballot

During the financial year 2017-2018, one Postal Ballot processes were completed as per the provisions of Section 110 ofthe Companies Act, 2013. The Company has passed a resolution by way of postal ballot as on 28th May, 2017 for takingapproval of the members of the company for re-classification of Ms. Aashita Relan, from promoter to public category.

Voting Pattern and Procedure for Postal Ballot

1. The Company dispatches the postal ballot notice/ e-voting dated 26th April, 2017 containing draft resolutions together withexplanatory statements, the postal ballot forms and self-addressed business reply envelopes to the members whose names appear in the register of members as on 21st April, 2017.

2. Members were advised to carefully read the instructions printed on the postal ballot form before casting their vote andreturn the duly completed form in the attached self-addressed business reply envelope so as to reach the scrutinizer on orbefore 28th May, 2017 (05:00 PM IST). Members voting through electronic mode were requested to follow the instructionsfor e-voting. Voting period for both physical and e-voting started from 29th April, 2017 to 28th May, 2017.

3. Mr. Vineet K Chaudhary, Practicing Company Secretary (FCS No. 5327) was appointed as Scrutinizer for conducting thepostal ballot and e-voting process in a fair and transparent manner.

4. After proper scrutiny of the postal ballot forms/ e-voting received upto 28th May, 2017 (05:00 P.M. IST), scrutinizer submitted his final report on 29th May, 2017.

5. The result of the Postal Ballot/ e-voting was declared on 30th May, 2017.

6. The result of the postal ballot/ e-voting was published in the newspapers within 48 hours of the declaration of the results and was also placed at the website of the Company www.shardamotor.com and submitted to stock exchange where company’sshares are listed.

Results:

Details of the Resolution Special/ Ordinary Resolution

No. of validvotes cast

Votes cast in favour ofthe resolution

Votes cast against theresolution

No. % No. %

To approve the re-classification of share holding of Ms. Aashita Relan from promoter to public category.

31,16,104 31,16,094 99.99 10 0.01

8. DISCLOSURES

a) The Board has received disclosure from Senior Management relating to material financial and commercial transactionswhere they and/or their relatives have personal interest. The particulars of transactions between the Company and itsrelated parties as per the Ind AS 24, “Related Party Disclosures” issued by the Institute of Chartered Accountants of India(ICAI) are set out in relevant Notes to Financial Statements in the Annual Report. There were no materially significantRelated Party Transactions and pecuniary transactions that may have potential conflict with the interest of the Company atlarge. Company has in place a policy for dealing with related party transactions, which is also on the website of the Company www.shardamotor.com.

b) Shri Rohit Relan and Shri Bireswar Mitra, Directors shall retire by rotation and being eligible and offered themselves for re-appointment at the ensuing Annual General Meeting of the Company.

c) All the above re-appointments are subject to the approval of members of the Company in the ensuing Annual GeneralMeeting. A brief resume along with information required as per applicable laws of the above Directors recommended forre-appointments at the AGM are furnished in the Notice of the Annual General Meeting of the Company.

d) During the last three years, no penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBIor any other statutory authorities on matters related to capital markets.

e) Company has in place a Whistle Blower Policy and no person has been denied access to the audit committee. Details of the policy are placed on the Company’s website www.shardamotor.com.

f) In the ordinary course of business, the Company is exposed to risk resulting from exchange rate fluctuations and interest



39

rate movements. The Company had managed the foreign exchange risk and hedged to the extent considered necessary. Details of foreign currency exposure are disclosed in notes to the financial statements. To counter the commodity price risks, the Company has in place adequate risk measures and control systems which identify the risks, assess their severity and their potential effect on the performance of the Company through systematic report and charts.

g) The Company has complied with all the mandatory requirements of Listing Regulations and the non-mandatory requirements have been adopted to the extent and in the manner as stated hereunder:

a) The Company has appointed separate persons to the post of Chairperson and Managing Director/ CEO.

b) The Company is in the regime of unqualified financial statements.h) At present the Company does not have any subsidiary company.

i) The Company has adopted a code of conduct for prevention of Insider Trading and Fair Disclosure as per SEBI (Prohibitionof Insider Trading) Regulations, 2015. All Directors and designated employees who could have access to the unpublishedprice sensitive information are required to follow this code.

j) The Company has followed prescribed Accounting Standards as laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements.

k) The Company has complied with the requirements of Part C (Corporate Governance Report) of sub-paras (2) to (10) ofSchedule V of the Listing Regulations. The Company has complied with Corporate Governance requirements specifiedin Regulation 17 to 27 and Clause (b) to (i) of Sub-Regulation (2) of Regulation 46 of the Listing Regulations, whereverapplicable, and necessary disclosures thereof have been made in this Corporate Governance Report

9. MEANS OF COMMUNICATION

The un-audited quarterly/ half yearly financial results and audited annual financial results are announced within the stipulatedtime under Listing Regulations. The aforesaid financial results are reviewed by the Audit Committee and taken on record by theBoard of Directors and are communicated to the concerned Stock Exchanges in the prescribed manner.

Such results are generally published within 48 hours in two Newspapers, one in English newspaper (Financial Express) and theother one in Hindi newspaper (Vir Arjun), and are also displayed on the website of the Company www.shardamotor.com.

The Company has not made any presentation to Institutional investors/Analysts during the year under review.

Detailed Section on Management Discussion and Analysis is given by means of separate annexure and is attached to theDirectors’ Report.

10. GENERAL SHAREHOLDERS’ INFORMATION:

Annual General Meeting to be held:

Day : Thursday

Date : 27th September, 2018

Time : 12:00 Noon

Venue : PHD Chamber of Commerce & Industry, 4/2 Siri Institutional Area, August Kranti Marg, NewDelhi – 110016, India

Financial Year : 1st April to 31st March

Date of Book Closure : 21st September, 2018 to 27th September, 2018 (Both days inclusive)

Dividend Payment An interim dividend of Rs. 6.25 per equity share i.e. 62.50% on the paid up equity capital of the Company for the financial year 2017-18 was paid in February, 2018. The Board has also recommended a final dividend of Rs. 6.25 per equity share i.e. 62.50% which will be paid within the prescribed statutory period, subject to declaration by the shareholders at the ensuing Annual General Meeting.

Listing on Stock Exchanges The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited and the annual listing fees for the financial year 2017-18 has been paid in respect of both the stock exchanges.

Stock Code and ISIN No.

BSE LimitedPhiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

535602 (Scrip Code)

National Stock Exchange of India LimitedExchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Mumbai-400051

SHARDAMOTR (Symbol)

ISIN No. INE597I01010



40

High, Low during each month of last financial year:

Month BSE NSE

High Low High LowApr-17 2170.00 1910.00 2170.00 1902.00

May-17 2144.90 1701.60 2144.30 1702.10

Jun-17 3000.00 2220.00 3007.50 2201.10

Jul-17 2879.00 2614.65 2897.00 2601.00

Aug-17 2828.00 2388.00 2832.90 2399.00

Sep-17 3099.65 2451.00 3140.00 2501.00

Oct-17 2805.00 2500.00 2836.00 2480.90

Nov-17 2585.00 2235.50 2550.00 2230.00

Dec-17 2748.00 2250.00 2754.00 2267.15

Jan-18 2744.40 2295.00 2727.00 2292.05

Feb-18 2560.00 2160.00 2575.00 2150.00

Mar-18 2248.50 1720.05 2259.00 1749.95

Source: www.bseindia.com, www.nseindia.com

Registrar & Transfer Agent

The work related to Share Transfer Registry in terms of both physical and electronic mode is being dealt with by M/s. Alankit Assignments Ltd. at the address given below:-

M/s. Alankit Assignments Ltd.Alankit Heights, 1E/13Jhandewalan Extension, New Delhi-110055Tel: 011-42541234, 23541234 Fax: 011-41543474E-mail: [email protected]

Share Transfer System and other related matters:

The shares which are received in physical form for transfer/transmission/split etc. were duly processed and dispatched within the stipulated time period. As in the past, the Company has sent intimation to the shareholders whose dividend warrants have not been en-cashed. Shareholders are requested to revert to the Company if they have not received/en-cashed their dividend warrants. The details of dividends which are proposed to be transferred to the Investor Education and Protection Fund in respect of unclaimed / unpaid dividend for the earlier years are provided in the Notes to the Notice calling the Annual General Meeting.

The shareholders are requested to ensure that any correspondence for change of address should be signed by the first named shareholder. The Company is now also requesting for supporting documents such as proof of residence, proof of identification whenever a letter requesting for change of address is received. This is being done in the interest of the shareholders. Shareholders are requested to kindly co-operate and submit the necessary documents/evidence while sending the letters for change of address.

SHAREHOLDING

Distribution of shareholding as on 31st March, 2018

Category (No. of shares) No. of shareholders % of shareholders No. of Shares % of equity shares

1 to 100 7258 86.80 155455 2.61

101 to 500 762 9.11 169342 2.85

501 to 1000 138 1.65 104129 1.75

1001 to 5000 140 1.67 297119 5.00

5001 to 10000 19 0.23 139957 2.35

10001 to 20000 21 0.25 289223 4.86

20001 to 30000 8 0.09 215301 3.62

30001 to 40000 1 0.01 31014 0.52

40001 to 50000 3 0.04 140100 2.36

50001 to 100000 6 0.07 395387 6.65

100001 to 500000 3 0.04 841758 14.16

500001 to ABOVE 3 0.04 3167541 53.27

Total 8362 100 5946326 100



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Shareholding Pattern as on 31st March, 2018

Category Code

Category Total No. ofshares

% of total no. of shares

(A) Promoters and Promoter Group

(i) Resident Individual 43,39,555 72.98%

(B) Public Shareholding

Foreign Portfolio Investors 41,224 0.69%

Financial Institutions/ Banks 6,294 0.11%

Central/ State Governments 4,900 0.08%

Corporate Bodies 303,955 5.11%

Resident Individuals/ HUF 12,25,390 20.61%

NRI 21,288 0.36%

NBFCs 270 0.01%

Clearing Members 3,450 0.05%

Total Shareholding 59,46,326 100.00%

Performance of Sharda Motor Industries Limited (SMIL) share price in comparison of BSE SENSEX and NSE NIFTY 50

(Closing value of SMIL share price Vs. BSE Sensex & SMIL share price Vs. NSE NIFTY 50 on the last trading of the month)

Base is considered to be 100 as at April, 2017 in both the charts. Further, during the year under review, Securities were never suspended from trading on the above said Stock Exchanges.



Dematerialization of shares and liquidity

The shares of the Company are generally traded in dematerialized form and are available for trading with both the depositories

i.e. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March,2018, 98.05% shares of the Company are in dematerialized form. Further in compliance with the SEBI Circular No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 has mandated that w.e.f. December 5, 2018, no physical shares are allowed to betransferred (except in case of transmission or transposition of Shares) unless the securities are held in the dematerialized formand the Shareholders holding shares in physical form were duly informed for dematerialization of their physical shareholdings

Outstanding GDRs /ADRs / Warrants : Not Issued

Plant Locations:

1. 58 KM, Delhi Jaipur Highway, Behind Terry Soft, Village & P. O. Binola-122413

2. Plot No. A-1/8, MVML Vendor Park MIDC, Phase-IV, Nigo JE Chakan, Pune-411013

3. G-20, Sipcot Industrial Park, IrungattuKottai, Sriperumbudur Taluka, Kancheepuram Dist. Tamilnadu-602105

4. Mahindra World City, Changalpattu Taluk, Kanchepuram Dist. Industrial Park, Tamilnadu-603002



42

5. Plot No. 276,Udyog Vihar, Phase-VI, Gurgaon (Haryana)

6. Plot no. 366, Pace City -II, Udyog Vihar, Phase-IV, Gurgaon-122001

7. Plot No.4, Sector-31, Greater Noida, Distt. Gautam Budh Nagar, (U.P.)

8. Plot No. 4, Sector-2, I.I.E. Ranipur, Haridwar (Uttranchal)

9. Plot No.112, M.I.D.C., Satpur, Nasik-7, Maharashtra

10. Plot No. 52/1, 52/2, 53/2A, 54A, 54B, 54C & 54D, Behind Ceat Company, Satpur, Nashik– 422007

11. C-506, Block - C, Pioneer Industrial Park (Village Bhudka) Pathredi, Gurgaon (Haryana)

12. Plot No. C-8 Tata Motor, Vendor Park, North Kotpura, Sanand, Ahmedabad, Gujarat.

13. Plot No. 558, 559, Surajpur Bypass Industrial Area, Greater Noida, (U.P.)

Address for Investors Correspondence:Registrar and Share Transfer Agent:M/s. Alankit Assignments Ltd. Alankit Heights, 1E/13Jhandewalan Extension, New Delhi-110055Tel: 011-42541234, 23541234 Fax: 011-41543474E-mail: [email protected]

Company SecretarySharda Motor Industries LimitedD-188, Okhla Industrial Area Phase-I, New Delhi-110020 Tel: 011-47334100, Fax: 011-26811676Email: [email protected]: www.shardamotor.com



43

DECLARATIONSCompliance with Code of Conduct

In accordance to Regulation 34(3) read with part D of Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, I, AJAY RELAN, Managing Director of Sharda Motor Industries Ltd, hereby declare that the Board Members and Senior Management Personnel of the Company have affirmed their compliance with the Code of Conduct of the Company during the year 2017-18.

For Sharda Motor Industries Ltd

Ajay RelanManaging Director& CEO

DIN 00257584

CEO/CFO Certification

To,

Board of Directors, and Audit CommitteeSharda Motor Industries LimitedD – 188, Okhla Industrial Area, Phase I,New Delhi - 110020

CERTIFICATE FOR THE YEAR ENDED 31.03.2018

Pursuant to Regulation 17(8) read with part B of Schedule II of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Ajay Relan, Managing Director and Vivek Bhatia, Chief Financial Officer of M/s. Sharda Motor Industries Limited do hereby certify that:

(a) We have reviewed Financial Statements and the Cash Flow Statement for the year 2017-18 and that to the best of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that mightbe misleading;

(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existingaccounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which arefraudulent, illegal or violative of the company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated theeffectiveness of internal control systems of the company pertaining to financial reporting. We have not come across any reportabledeficiencies in the design or operation of such internal controls.

(d) We have indicated to the auditors and the Audit Committee:

(i) that there are no significant changes in internal control over financial reporting during the year 2017-18;

(ii) that there are no significant changes in accounting policies during the year 2017-18; and

(iii) that there are no instances of significant fraud of which we have become aware.

For Sharda Motor Industries Ltd

Vivek Bhatia Ajay RelanChief Financial Officer Managing Director

M.No. 89846 DIN:00257584


44

AUDITORS’ CERTIFICATETo The Members of Sharda Motor Industries Limited

We have examined the compliance of conditions of Corporate Governance by Sharda Motor Industries Limited for the year ended on 31st March 2018 as stipulated in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing agreement of the said Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and best to our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the provisions specified in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said Company with stock exchanges.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Gupta Vigg & Co., Chartered AccountantsFirm Registration No. 001393N

CA Deepak Pokhriyal Partner Membership No. 524778

Place: New Delhi Date : 03/08/2018


45

MANAGEMENT DISCUSSION AND ANALYSIS REPORTInvestors are cautioned that statements in this management discussion and analysis describing your company’s objectives, projections, estimates and expectations may be ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ substantially or materially from those expressed or implied. Important developments that could affect your Company’s operations include a downtrend in the automobile industry global or domestic or both, significant changes in political and economic environment in India or key markets abroad, tax laws, litigation, labour relation and interest costs.

A. INDUSTRY STRUCTURE, DEVELOPMENTS AND OUTLOOK

According to a Society of Indian Automobile Manufacturers (“SIAM”), the Indian automotive industry is set to further improve itsperformance in FY2018-19, compared to FY18. The industry forecasts the sales growth of passenger vehicles in FY19 at 8-10per cent, with utility vehicles growing at 14-15 per cent and cars up between 8-9 per cent in the domestic market. Consideringthe increasing content per vehicle due to various technological advancement as well as regulatory measures (emission, safetyregulations), the growth in the auto component industry will be relatively higher than the underlying growth in the automotiveindustry in the medium to long term. The revenue growth of auto ancillaries is expected to be at 11-13% for FY2019, givenhealthy growth expected across key automotive sub-segments. It would maintain 10-12% long term (5 year) CAGR as expectedout of Indian auto component industry. India is expected to become the 4th largest automobiles producer globally by 2020 afterChina, US & Japan. The auto components industry is also expected to become the 3rd largest in the world by 2025. AutomotiveComponent Manufacturers Association of India (ACMA), strongly believes that the Indian auto-components industry is expectedto register a turnover of US$ 100 billion by 2020 backed by strong exports ranging between US$ 80- US$ 100 billion by 2026,from the current US$ 11.2 billion.

B. OPPORTUNITIES & THREATS

OPPORTUNITIES

It is worth to notice that despite fears and threats, the investment made by private equity investors in the automobile componentsector has increased 6 to 7 per cent between January-May 2017, as per the latest report by Department of Industrial Policyand Promotion. Beyond this, the industry has witnessed $254.8 million or mergers and acquisition deals in the same period. Ina hugely populated country like India, a complete green revolution seems less pragmatic and dual-fuel technology is the mostviable option. Hence, statistics as well as the economic scenario of the country, reveal that there are enough growth opportunities available in the market. Although, the entrepreneurs in the industry are a bit concerned but they are ready to come up with plansto exploit future opportunities. As the recent report by Automotive Component Manufacturers Association of India (ACMA) informs that the Indian auto components industry is quite close to a turnover of $100 billion by 2020 because of improved exports, whichis expected to reach almost $100 billion by 2026, nearly 10-times higher than the current export value . The rapidly globalizingworld is opening up newer avenues for the transportation industry, especially while it makes a shift towards electric, electronicand hybrid cars, which are deemed more efficient, safe and reliable modes of transportation. Over the next decade, this will leadto newer verticals and opportunities for auto-component manufacturers, who would need to adapt to the changes via systematicresearch and development.

THREATS

There is a direct relationship between the economic growth of the country and the performance of its major industries, includingthe automobile sector, which is also responsible for the allied sectors, especially auto component that is the most prominentamong them. The auto components industry of India is 20 times bigger employer than original equipment manufacturers (OEMs), and its share in the country’s annual GDP is almost 7 per cent. These facts are enough to explain that how significant are theindustries in the overall growth of the economy, but changing industry dynamics are scaring the leaders of this industry. Autocomponent manufacturers are afraid of the government’s plans for electric vehicles, and it seems this transition may affect withthe future goals of the industry. Usually, an internal combustion engine (ICE) of most of the cars works on more than 2,000moving parts, but the engine of an electric vehicle doesn’t require more than 20 similar parts / components.

C. SEGMENT-WISE / PRODUCT-WISE PERFORMANCE

The company is operating under signal segment since Company’s primary business segment involves manufacturing and trading of auto component parts.

D. RISKS AND CONCERNS

The risks and concerns of the Indian auto component industry are closely linked with stiff overseas competition, uncertaintyarising from currency volatility, low-priced imports, counterfeit parts and oil pricing. The industry efforts to mitigate the above risksalong with policy measures of the government would determine the impact of the above risks on the industry going forward.

Operational risks like shortage of power which leads to increase in cost of production and change in technology which makesexisting technology obsolete, rupees depression at the time of import are major concern for the business. In addition to this,demand of auto component sector is dependent on the automobile sector which makes the market uncertain at times. Constantly



46

changing regulatory environment always carries with it the risk of high taxes or duties which may increase cost to the company and also competition from foreign substitutes.

Apart from this, company also face foreign exchange risk, fluctuation in the price of raw material, excess capacity, entry of foreign players in the domestic market, high market share of unorganized sector etc.

To counter these risks, the Company has in place adequate risk measures and control systems which identify the risks, assess their severity, their potential effect on the performance of the Company through systematic reports and charts. Reports generated from the system are monitored regularly to ensure that appropriate corrective actions are taken. Management of your company is continuously analyzing and evaluating various risks associated with the Company’s business and has adopted risk management practices to minimize the adverse impact of these risks.

E. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a comprehensive system of internal control to safeguard the Company’s assets against any loss fromunauthorized use and ensure proper authorization of financial transactions. The Company has internal control systemscommensurate with the size and nature of the business and has experienced personnel positioned adequately in the organization to ensure internal control processes and compliances. The Company takes abundant care in designing, reviewing and monitoring regularly the working of inter control systems and their compliances for all important financial internal control processes.

The Audit findings are reported on quarterly basis to the Audit Committee of the Board headed by a Non-executive IndependentDirector. The Company has robust ERP systems based on Microsoft Dynamics platform. This ensures high degree of systembased checks and controls. The Company maintains a system of internal controls designed to provide a high degree of assurance regarding the effectiveness.

F. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial statements have been prepared in accordance with the requirements of applicable Corporate Laws of India. Themanagement of your company accepts the integrity and objectivity of these financial statements as well as the various estimatesand judgments used therein.

The details of the financial performance of the Company are appearing in the Balance Sheet, Profit & Loss Account and otherfinancial statements forming part of this Annual Report. For financial highlights please refer heading ‘Financial Summary’ ofBoard Report.

G. HUMAN RESOURCES AND DEVELOPMENT

At SMIL, we believe in fostering equal employment opportunities, where individuals are selected and treated on the basis oftheir job-relevant merits and are given equal opportunities within the organization. Your company always strives to achievemaximum employee satisfaction and has initiated many programs on up-skilling/ training and empowerment of its employees.The Company has criterias for hiring of best talent in the Company who can provide quality of work and add to the Company’sgrowth.

The Company had 1189 permanent employees as on 31st March, 2018. The industrial relations remained peaceful and cordialthroughout the year.

H. STATUTORY COMPLIANCE

On obtaining confirmation from the various units of the Company of having complied with all the statutory requirements, aStatutory Compliance Certificate on quarterly basis regarding compliance with the provisions of the various statutes duly signedby respective functional heads and countersigned by Managing Director of the Company is placed at every Audit CommitteeMeeting.

Further pursuant to Listing Regulations, the Company regularly obtains CEO declaration in respect of compliance of Code ofConduct adopted by the Company. A certificate from CEO and CFO is also adopted on yearly basis certifying the compliances asstipulated in Listing Regulations.

Cautionary Statement

Certain statements in the Management Discussion and Analysis describing your Company’s views about the industry, expectations/ predictions, objectives, etc. may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied in these statements. Your Company’s operations may, inter-alia, be affected by the supply and demand situations, input prices and availability, changes in government regulations, tax laws, government or court decisions and other factors such as industry relations and economic developments etc. Investors should bear the above in mind.

Source : https://www.ibef.org/industry/autocomponents-india.aspx



47

INDEPENDENT AUDITOR’S REPORTTo the Members of M/s. SHARDA MOTOR INDUSTRIES LIMITED

Report on the Standalone lnd AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Sharda Motor Industries Limited (“the Company”),

which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “Ind AS financial statements”).

Management’s Responsibility for the Standalone lnd AS Financial Statements

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 to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit & loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards(lnd

AS) prescribed under Section 133 of the Act read with the companies (Indian accounting Standards) Rule 2015 as amended.

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 irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone lnd AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these lnd AS financial statements based on our audit.

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 thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the standalone lnd AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalonelnd AS financial statements, whether due to fraudor error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes

evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the

Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS

financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2018 and its Profit (including other comprehensive income), its cash flows and the changes in the equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in these standalone Ind AS financial statements, are based on thepreviously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated May 30, 2017 and May 27, 2016 respectively

expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.Our opinion is not modified in respect of above matter.

Independent Auditor's Report


48

Report on Other Legal and Regulatory Requirements

1. 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 so far as it appears from our

examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Cash Flow Statement andthe Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified underSection 133 of the Act, read with relevant rules issued thereunder;

(e) On the basis of written representations received from the directors, as on March 31, 2018,taken on record by the Board of

Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate Report in “Annexure A”; and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit

and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations

given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financialstatements- Refer Note 21.1 to the standalone lnd AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material

foreseeable losses; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the

Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms

of sub-section (11) of section 143 of the Act, we give in the”Annexure B”,a statement on the matters specified in paragraphs 3and 4 of the said Order.

For Gupta Vigg & Co.Chartered Accountants

Firm’s Registration Number 001393N

(CA. Deepak Pokhriyal)Partner

Membership Number: 524778

Place of Signature: Nashik, Maharashtra

Date: May 26, 2018

Independent Auditor's Report


49

Annexure to The Auditor's Report

Annexure ‘A’ To the Independent Auditors’ Report(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date to the Members of Sharda Motor Industries Limited)

Report on 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 Sharda Motor Industries Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone lnd AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAl’). These responsibilities 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 and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ ResponsibilityOur 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 audit of Internal 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 internal 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 obtaining 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 internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements 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 unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause 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 internal 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.

OpinionIn our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Gupta Vigg & Co. Chartered Accountants Firm’s Registration Number: 001393N

(CA. Deepak Pokhriyal)PartnerMembership Number: 524778

Place of Signature: Nashik, Maharashtra Date: May 26, 2018


50

Annexure ‘B’ To the Independent Auditors’ ReportThe Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone Ind AS financial statements for the year ended March 31, 2018, we report that:

(i) In respect of fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixedassets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified atperiodic intervals. In our opinion, this periodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets. No material discrepancies were noticed on such verification.

(c) On the basis of information and explanation provided by the management, the title deeds of immovable properties are held in the name of the Company. One title deed has been mortgaged with a bank for securing the short term borrowing, detailof the same are disclosed in Note No. 17 of the standalone Ind AS financial statements.

(ii) On the basis of information and explanation provided by the management, inventories have been physically verified by themanagement during the year, except for stock-in-transit and stocks lying with third parties. In our opinion, the frequency of suchverification is reasonable. According to the information and explanations given to us, discrepancies noticed on such verificationbetween physical stocks and the book records were not material and these have been properly dealt with in the books ofaccount.

(iii) According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured tocompanies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 ofthe Act. Accordingly, the provisions of paragraphs 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

(iv) According to the information and explanations given to us, the Company has not entered into any transaction covered underSections 185. The company has complied with the provisions of Sections 186 of the Act in respect of investments made. TheCompany has not granted any loans and has not provided any guarantees or securities to parties covered under Section 186of the Act.

(v) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits fromthe public in accordance with the provisions of Sections 73 to 76 of the Act and the rules framed there under. Accordingly,paragraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the CentralGovernment for maintenance of cost records under sub section (I) of Section 148 of the Act in respect of product covered andare of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, wehave not made a detailed examination of the records.

(vii)

(a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ stateinsurance, income tax, sales tax, service tax, value added tax, duty of excise, duty of customs, goods and service tax, cess and other applicable statutory dues with appropriate authorities. Further, there were no undisputed outstanding statutorydues as on the last day of the financial year concerned for a period of more than six months from the date they becamepayable except duty of custom of Rs.6.59 lakhs.

(b) According to the information and explanations given to us, there are no dues of duty of customs which have not beendeposited with the appropriate authorities on account of any dispute. Further, according to the information and explanations given to us, except as stated below, there are no dues of income-tax, sales tax, value added tax, service tax and duty ofexcise which have not been deposited by the Company on account of any disputes:

S. No.

Nature of statute Nature of dues

Amount (Rs. in lakhs)*

Period to which amount relates

Forum where dispute is pending

1 U.P. Entry Tax Act Entry tax 0.90 F.Y. 2001-02 Appellate Authority UP Trade Tax

2 Maharashtra Sales Tax Act

VAT 23.69 F.Y. 2010-11 Sales Tax Tribunal, Nashik

9.39 F.Y. 2011-12 Joint Commissioner, Nashik

3 Tamil Nadu Sales Tax Act VAT 29.72 F.Y. 2005-06 & 2006-07 High Court, Madras

4 Service Tax under Fi-nance Act, 1994

Service Tax 34.02 F.Y. 2011-12, 2012-13, 2013-14 & 2014-15

CESTAT, Chennai

8.16 F.Y. 2010-11, 2011-12, 2012-13, 2013-14 &

2014-15

CESTAT, Ahmedabad

4.30 F.Y. 2011-12, 2012-13, 2013-14 & 2014-15

CESTAT, Mumbai

Annexure to the Auditor's Report


51

S. No.

Nature of statute Nature of dues

Amount (Rs. in lakhs)*

Period to which amount relates

Forum where dispute is pending

5 Central Excise Act Cenvat Credit 2.24 F.Y. 2007-08 Commissioner Central Excise & Service Tax (Appeals) LTU, New Delhi

440.00 F.Y. 2008-09 & 2009-10 Hon’ble Supreme Court of India

0.83 F.Y. 2015-16 & 2016-17 Asst. Comm. Central excise & Ser-vice tax LTU, New Delhi

1.39 F.Y. 2014-15 & 2015-16 CESTAT, Chennai

7.35 F.Y. 2010-11 & 2011-12 CESTAT, Mumbai

6 Income Tax Act Income Tax 41.55 A.Y. 2012-13 ITAT, New Delhi

* Net of protest money paid.

(viii) On the basis of information and explanation provided to us, Company has not defaulted in repayment of loans and borrowingsto financial institution and bank. The Company has not taken any loan from Government and has not issued any debentures.

(ix) According to the information and explanations given to us, the Company has not raised any money by way of Initial public offeror future public offer (including debt instruments) and term loans during the year. Accordingly, the provisions of paragraph 3(ix)of the Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.

(xi) The Company has paid or provided for managerial remuneration in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act. .

(xii) The Company is not a Nidhi company, hence the provisions of paragraph 3(xii) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

(xiii) Based on our examination of the books of account and records of the Company, all transactions entered with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013, where applicable and the details have been disclosed inthe standalone Ind AS financial statements , as required by the applicable Indian accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debenturesduring the year under review. Accordingly, the provisions of paragraph 3(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, theCompany has not entered into non-cash transactions with directors or persons connected with him. Accordingly, the provisionsof paragraph 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, theprovisions of paragraph 3(xvi) of the Order are not applicable to the Company.

For Gupta Vigg & Co. Chartered Accountants Firm’s Registration Number: 001393N


Place of Signature: Nashik, Maharashtra Date: May 26, 2018

Annexure to The Auditor's Report


52

BALANCE SHEET AS AT MARCH 31, 2018(Currency : ` in Lakhs except otherwise specified)

Particulars Note No

As At March 31, 2018


As At April 01, 2016

I. AssetsNon-current assets(a) Property, plant and equipment 4 17,472.11 19,551.16 23,023.46 (b) Capital work in progress 5 36.28 71.25 385.87 (c) Other Intangible assets 6 440.00 864.36 1,241.26 (d) Financial assets

(i) Investments 7 216.25 215.07 215.51 (ii) Other financial assets 8 284.70 225.38 467.86

(e) Non-current tax asset (net) 9 50.06 86.13 379.18 (f) Other non-current assets 10 872.18 498.31 750.67 Total non-current assets 19,371.58 21,511.66 26,463.81

Current assets(a) Inventories 11 8,562.04 7,183.69 8,274.17 (b) Financial assets

(i) Investments 7 10,407.08 7,796.54 2,897.98 (ii) Trade receivables 12 12,240.73 10,806.98 10,012.73 (iii) Cash and cash equivalents 13 2,200.73 582.36 251.79 (iv) Bank balances other than (iii) above 14 5,170.17 5,403.83 3,446.92 (v) Other financial assets 8 160.27 1,231.28 142.18

(c) Other current assets 10 548.11 625.95 1,017.65 (d) Asset held for sale 31(ii) 19.58 18.99 - Total current assets 39,308.71 33,649.62 26,043.42

Total assets 58,680.29 55,161.28 52,507.23 II. Equity And Liabilities

Equity(a) Equity share capital 15 594.63 594.63 594.63 (b) Other equity 16 34,908.13 27,937.47 23,163.19 Total equity 35,502.76 28,532.10 23,757.82

LiabilitiesNon- current liabilities(a) Financial liabilities

(i) Borrowings 17 - 1,118.42 1,859.46 (b) Provisions 21 205.17 171.46 148.42 (c) Deferred tax liability (net) 33 781.02 1,039.07 1,154.04 (d) Other non-current liabilities 20 218.26 235.77 200.45 Total non- current liabilities 1,204.45 2,564.72 3,362.37

Current liabilities(a) Financial liabilities

(i) Borrowings 17 - 2,804.41 8,447.75 (ii) Trade payables 18- Total outstanding dues to micro and small enterprises - - - - Total outstanding dues to parties other than micro and

small enterprises 18,291.78 16,401.75 12,552.03

(iii) Other financial liabilities 19 516.29 2,420.86 2,253.01 (b) Other current liabilities 20 2,931.49 2,137.02 1,953.71 (c) Provisions 21 233.52 300.42 180.54 Total current liabilities 21,973.08 24,064.46 25,387.04

Total liabilities 23,177.53 26,629.18 28,749.41

Total equity and liabilities 58,680.29 55,161.28 52,507.23 Summary of Significant Accounting Policies 3

The accompanying notes form an integral part of these financial statementsAs per our Audit Report of even date attachedFor Gupta Vigg & Co. For and on Behalf of Board of DirectorsChartered Accountants of Sharda Motor Industries LimitedFirm’s Registration Number 001393N

(CA. Deepak Pokhriyal) Kishan N Parikh Sharda Relan Ajay RelanPartner Chairperson Co-Chairperson Managing DirectorM.NO. 524778 DIN:00453209 DIN:00252181 DIN:00257584

Vivek Bhatia Nitin VishnoiPlace of Signature: Nashik, Maharashtra President & CFO Company SecretaryDated : May 26, 2018 M. No. 89846 M. No. F3632

Standalone Financial Statement


53

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31, 2018 (Currency : ` in Lakhs except otherwise specified)

Particulars Note No.

For the year ended March 31, 2018


I Revenue from operations 22 120,425.88 122,538.86

II Other income 23 1,780.30 1,385.78

III Total income (I+II) 122,206.18 123,924.64

IV Expenses(a) Cost of materials consumed 24 73,125.90 66,231.84

(b) Purchases of stock-in-trade 25 6,060.51 5,189.74

(c) Changes in inventories of finished goods, work-in-progressand stock in trade

26 (231.00) 195.18

(d) Excise duty 4,881.31 18,350.35

(e) Employee benefits expense 27 8,203.22 7,282.78

(f) Finance costs 28 213.00 759.57

(g) Depreciation and amortization expense 29 4,377.89 4,979.38

(h) Other expenses 30 13,841.90 12,306.89

Total expenses 110,472.73 115,295.73 V Profit before exceptional items and tax (III-IV) 11,733.45 8,628.91

VI Exceptional Items 31 58.73 915.27

VII Profit before tax (V-VI) 11,674.72 7,713.64

VIII Tax expense:(a) Current tax 32.1 4,088.59 2,677.43

(b) Deferred tax 32.1 (274.89) (639.26)

Total tax expense 3,813.70 2,038.17

IX Profit for the year (VII-VIII) 7,861.02 5,675.47 X Other Comprehensive Income(A) (i) Items that will not be reclassified to profit or loss

- Re-measurement gains/ (losses) on defined benefit plans 6.48 (10.05)

(ii) Income tax on items that will not be reclassified to profit orloss

(2.24) 3.48

(B) (i) Items that will be reclassified to profit or loss - -

(ii) Income tax on items that will not be reclassified to profit orloss

- -

Total other comprehensive income for the year, net of tax 4.24 (6.57)XI Total comprehensive income for the year, net of tax (IX+X) 7,865.26 5,668.90 XII Earnings per share: (Face value ` 10 per share) 34

1) Basic (amount in `) 132.20 95.45

2) Diluted (amount in `) 132.20 95.45

Summary of Significant Accounting Policies 3

The accompanying notes form an integral part of these financial statements

As per our Audit Report of even date attached

For Gupta Vigg & Co. For and on Behalf of Board of DirectorsChartered Accountants of Sharda Motor Industries LimitedFirm’s Registration Number 001393N



Standalone Financial Statements


54

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2018(Currency : ` in Lakhs except otherwise specified)

A. Equity Share Capital AmountBalance as at April 01, 2016 594.63 Changes during the year -

Balance as at March 31, 2017 594.63 Changes during the year -

Balance as at March 31, 2018 594.63

B. Other Equity

Reserve & Surplus

Capital Reserve

General Reserve

Retained earnings

Other comprehensive

income-Remeasurement

of defined benefit obligation

Total

Balance as at April 01, 2016 0.20 21,025.68 2,135.11 2.20 23,163.19

Profit for the year - - 5,675.47 - 5,675.47

Transfer to General Reserve - - - - -

Other comprehensive income for the year, net of tax

- - - (6.57) (6.57)

Total Comprehensive Income - - 5,675.47 (6.57) 5,668.90

Payment of Dividend - - (743.28) - (743.28)

Dividend Distribution Tax - - (151.34) - (151.34)

Balance as at March 31, 2017 0.20 21,025.68 6,915.96 (4.37) 27,937.47


Transfer to General Reserve - - - -

Other comprehensive income for the year, net of tax

- - 4.24 4.24

Total Comprehensive Income - - 7,861.02 4.24 7,865.26

Payment of Dividend - - (743.28) (743.28)

Dividend Distribution Tax - - (151.34) (151.34)









55

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2018(Currency : ` in Lakhs except otherwise specified)

Particulars Year endedMarch 31, 2018

Year ended March 31, 2017

A CASH FLOW FROM OPERATING ACTIVITIES Profit / (loss) before tax 11,674.72 7,713.64 Adjustments for:

Depreciation and amortization 4,377.89 4,979.38 Finance cost 213.00 759.57 Interest income (365.13) (381.88) Interest income under effective interest rate method on security deposits at amortised cost

(0.66) (0.61)

Dividend income (258.24) (81.00) Loss / (Gain) on sale of financial asset measured at Fair value through profit and loss (FVTPL)

(346.08) (164.42)

Pre- Operative Expenses Written Off - 738.87 Diminution in value of asset held for sale 58.73 176.40 Property, Plant and Equipment written off 16.90 - Provision for doubtful debts 2.51 - Amount written off (net) - (22.58) Loss / (Gain) on sale of property, plant and equipment (net) (352.18) (233.02) Fair value gain on investment in mutual fund designated at FVTPL (193.69) (269.58) Unrealized loss/(gain) on reinstatement of foreign exchange (net) (16.74) 9.54 Fair value losses on derivatives not designated as hedged 111.36 158.13

Operating profit / (loss) before adjustments 14,922.39 13,382.44 Adjustments for:

Decrease/(increase) in inventories (1,378.35) 1,090.48 Decrease/(increase) in trade receivables (1,513.76) (794.25) Decrease/(increase) in other financial assets 989.61 (18.32) Decrease/(increase) in other assets 77.86 436.89 Increase in trade payables 1,883.20 3,840.17 Increase in other liabilities 776.97 218.60 Increase in other financial liabilities (115.59) (0.45) Increase/(decrease) in provisions (26.71) 132.86

Cash generated from operating activities 15,615.62 18,288.42 Taxes (paid) / refund (4,037.92) (1,856.61) Net cash from operating activities - (A) 11,577.70 16,431.81

B CASH FLOW FROM INVESTING ACTIVITIES Acquisition of property, plant and equipment including capital work-in-progress (2,520.70) (2,171.90) Acquisition of intangible assets including intangible assets under development (55.82) (116.40) Proceeds from sale of property, plant and equipment 761.27 822.26 Payments for purchase of investments (16,003.93) (8,481.64) Proceeds from sale of investments 13,931.96 3,063.41 Bank deposits made 233.66 (1,956.91) Dividend received 258.24 81.00 Interest received 388.61 350.16 Net cash used in investing activities - (B) (3,006.71) (8,410.02)

C CASH FLOW FROM FINANCING ACTIVITIES Repayment of borrowings (5,794.70) (5,982.14) Finance cost paid (259.63) (814.18) Dividend paid (including corporate dividend tax) (898.29) (894.90) Net cash from financing activities - (C) (6,952.62) (7,691.22) Net increase / (decrease) in cash and cash equivalents - (A+B+C) 1,618.37 330.57 Cash and cash equivalents at the beginning of the year 582.36 251.79 Cash and cash equivalents at the end of the year [refer note 13] 2,200.73 582.36

Note:i) The above cash flow statement has been prepared under the indirect method as set out in the Ind AS-7-””Statement of cash flowii) Cash and cash equivalents consist of cash in hand and balances with scheduled banks in current accounts or deposits with original maturity of

three months or less (refer note 13).







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Notes to financial statements for the year ended March 31, 2018Note 1: Corporate Information

Sharda Motor Industries Limited (“the Company”) is primarily engaged in the manufacturing and assembly of Auto Components and White Goods Components. The Company serves as a ‘Tier I’ vendor for some of the major Automobiles and Electronics Original Equipment Manufacturers (OEMs). It has got a ‘State of Art’ manufacturing facilities across thirteen locations in seven states of India. The Company’s production range includes Exhaust Systems, Catalytic Convertors, Suspension Systems, Sheet Metal Components and Plastic parts for the Automotive and White Goods Industries.

Note 2: Basis of preparation of Financial statements

2.1 Statement of Compliance:

The financial statements have been prepared as a going concern in accordance with Indian Accounting Standards (Ind AS) notified under the Section 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Upto the year ended 31st March, 2017, the Company prepared the financial statements in accordance with the requirements of previous GAAP, which includes standards notified under the Companies (Accounting Standards) Rules, 2006 and other relevant provisions of the Act. These are the Company’s first Ind AS financial statements. The date of transition to the Ind AS is April 01, 2016. The financial statements for the year ended 31st March, 2017 and the opening Balance Sheet as at 1st April, 2016 have been restated in accordance with Ind AS for comparative information. Reconciliations and explanations of the effect of the transition from Previous GAAP to Ind AS on the Company’s Balance Sheet, Statement of Profit and Loss and Statement of Cash Flows are provided in note 41.

The financial statements were authorized for issue by the Company’s Board of Directors on May 26, 2018.

2.2 Basis of preparation and presentation:

The financial statements have been prepared on the historical cost convention on accrual basis except for certain financial assets and liabilities (including derivative instruments) and net defined benefits (assets)/liability which are measured at fair value and fair value of the plan assets less present value of defined benefits obligations respectively at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange of goods or services.

The principal accounting policies are set out below.

2.3 Going concern:

The board of directors have considered the financial position of the Company at March, 31 2018 and the projected cash flows and financial performance of the Company for at least twelve months from the date of approval of these financial statements as well as planned cost and cash improvement actions, and believe that the plan for sustained profitability remains on course. The board of directors have taken actions to ensure that appropriate long-term cash resources are in place at the date of signing the accounts to fund the Company’s operations.

2.4 Use of estimates and judgements:

The preparation of financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognised prospectively in current and future periods.

Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements:

- useful life of Property, plant and equipment

- useful life of Intangible assets

- provisions and contingent liabilities

- income taxes

- lease classification and judgement regarding whether an arrangement contain a lease

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending March 31, 2018:

- measurement of defined benefit obligations: key actuarial assumptions

- recognition and measurement of provision for warranties, provision for litigations and contingent liabilities: key assumptions aboutthe likelihood and magnitude of an outflow of resources



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- the liability for site restoration is measured on the basis of present estimated cost to decommission the asset, current inflation rateand discount rate.

2.5 Measurement of fair values:

A number of the Company’s accounting policies and disclosures require measurement of fair values, for both financial and non-financial assets and liabilities. The Company has an established control framework with respect to measurement of fair values. The directors are responsible for overseeing all significant fair value measurements, including Level 3 fair values. Directors regularly reviews significant unobservable inputs and valuation adjustments.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

- Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices)or indirectly (i.e. derived from prices)

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirely in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the changes have occurred.

2.6 Operating cycle:

All assets and liabilities have been classified as current or non-current according to the Company’s operating cycle and other criteria set out in the Act. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as twelve months for the purpose of current and non-current classification of assets and liabilities.

Note 3: Summary of Significant accounting policies

3.1 Revenue recognition and presentation:

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are inclusive of excise duty and net of returns, trade allowances, sales incentives, value added taxes.

The Company recognises revenue when the amount of revenue and its related cost can be reliably measured and it is probable that future economic benefits will flow to the entity and specific criteria in relation to significant risk and reward and degree of managerial involvement associated with ownership or effective control have been met for each of the Company’s activities as described below. The Company bases its estimates on historical results, taking into consideration the type of customer, the type of transactions and the specifics of each arrangement.

Sale of goods

Domestic sales are recognised on transfer of significant risk and rewards of ownership to customer, which takes place on dispatch of goods to the customers from factory. The sales are accounted for net of trade discount, sales tax and sales return. Export sales are recognized at the time of the clearance of goods and approval of Goverment authorities.

Sale includes revision in prices received from customers with retrospective effect.

Income from Services

Rendering of services is recognised under the proportionate completion method provided the consideration is reliably determinable and no significant uncertainty exists regarding the collection of the consideration.

Dividend and Interest Income

Dividend income from investments is recognised when the shareholders’ right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).

Interest income is recognised using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash receipts throughout the expected life of the financial instrument to the gross carrying amount of the financial asset.

3.2 Recognition of interest expense:

Interest expense is recognised using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts the estimated future cash payments throughout the expected life of the financial instrument to the amortised cost of the financial liability. In calculating interest expense, the effective interest rate is applied to the amortised cost of the liability.



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3.3 Property, Plant and Equipment (PPE):

Items of PPE are measured at cost of acquisition or construction less accumulated depreciation and/or accumulated impairment loss, if any.

Cost of an item of PPE comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, if any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.

The cost of a self-constructed item of property, plant and equipment comprises the cost of materials and direct labour, any other costs directly attributable to bringing the item to working condition for its intended use, and estimated costs of dismantling and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Capital work in progress includes cost of property, plant and equipment (including related expenditure) under installation/under development as at the balance sheet date.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in the statement of profit or loss.

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

Transition to Ind AS: On transition to Ind AS, the Company has elected to continue with the carrying value of all its property, plant and equipment recognised as at April 1, 2016, measured as per the previous GAAP, and use that carrying value as the deemed cost of such property, plant and equipment.

Depreciation: Depreciation is provided using the written down value based on useful life of the assets as prescribed in Schedule II of the Companies Act, 2013 and after retaining the residual value of 5% of the original cost of the asset in the said Schedule except in respect of the following cases, where useful life of assets is different than those prescribed in Schedule II .

Asset Estimated Useful Life (Years) Useful Life as per Companies Act, 2013 (Years)Plant & Machinery 20 15

Electrical Fittings 15 10

Tools & Dies 10 Not Specified

The residual value and useful life and method of depreciation of property, plant and equipment are reviewed at each financial year and adjusted prospectively, if appropriate.

Assets purchased during the year costing ` 5,000 or less are depreciated at the rate of 100%

3.4 Intangible assets:

Intangible assets comprise of computer software (which does not form an integral part of related hardware) ,Technical Know-How and Guidance Fee. Computer software which is acquired separately, is recognized initially at cost. Following initial recognition principle, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets under development include cost of assets under installation/under development as at the balance sheet date.

Subsequent costs are included in the assets’ carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably.

Transition to Ind AS: On transition to Ind AS, the Company has elected to continue with the carrying value of all its intangible assets recognized as at April 01, 2016, measured as per the previous GAAP, and use that carrying value as the deemed cost of such intangible assets.

Amortisation method and useful lives: Intangible assets other than Technical Know-How and Guidance Fee are amortized on a straight line basis over the estimated life of three years and Technical Know-How and Guidance Fee is amortised on straight line method over the estimated life of 6 years from the date of capitalisation.

3.5 Research & Development Costs:

a) The revenue expenditure on research and development is charged as an expense in the year in which it is incurred. HoweverExpenditure on development activities, whereby research findings are applied to a future plan or design for the production ofnew or substantially improved products and process and has got future benefits is capitalized. Such capitalization includescost of materials, direct labour and an appropriate proportion of overheads that are directly attributable to preparing the assets for its intended use.

b) Capitalized development expenditure is stated at cost less accumulated depreciation and impairment losses. Depreciation onsuch capital assets is followed in accordance with the Company’s Policy.



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3.6 Borrowing costs:

Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalized as a part of cost of the asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets are deducted from the borrowing costs eligible for capitalisation.

3.7 Foreign currencies:

Functional and presentational currency

The Company’s financial statements are presented in Indian Rupees ( )̀ which is also the Company’s functional currency. Functional currency is the currency of the primary economic environment in which a Company operates and is normally the currency in which the Company primarily generates and expends cash. All the financial information presented in ` lakhs except where otherwise stated.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Company at the functional currency spot rate prevailing on the date when the transaction first qualifies for recognition. Exchange differences arising on foreign currency transactions settled during the year are recognised in profit or loss.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences on restatement/settlement of all monetary items are recognised in profit or loss.

The Company has one branch office outside India whose financial statement are translated into Indian Rupees as if the transaction of the foreign operation were those of Company itself. Monetary assets and liabilities denominated in foreign currencies as at the Balance Sheet date are translated at year end rates. The resultant exchange differences are recognised in profit or loss. Non-monetary assets are recorded at the rates prevailing at the rates on the date of the transaction.

3.8 Inventories:

Raw material, Consumable Stores and spare parts are valued at lower of cost or net realizable value. Cost includes purchase price (excluding taxes which are subsequently recoverable by the enterprise from the Concerned revenue authorities), freight inwards and other expenditure incurred in bringing such inventories to their present location and condition. In determining the cost, FIFO method is used.

Work in progress, manufactured finished goods and traded goods are valued at lower of cost or net realizable value. The comparison of cost and net realizable value is made on an item by item basis. Cost of work in progress and manufactured finished goods is determined on FIFO basis and comprises direct material, cost of conversion and other costs incurred in bringing these inventories to their present location and condition.

Stock in Transit is valued at lower of cost or net realizable value. Scrap is valued at estimated net realizable value.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products.

3.9 Leases:

Determining whether arrangement contains a lease

At inception of an arrangement, it is determined whether the arrangement is or contains a lease.

At inception or on reassessment of the arrangement that contains a lease, the payments and other consideration required by such an arrangement are separated into those for the lease and those for other elements on the basis of their relative fair values. If it is concluded for a finance lease that it is impracticable to separate payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. The liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the incremental borrowing rate.

Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Assets taken on finance lease are initially capitalised at fair value of the asset or present value of the minimum lease payments at the inception of the lease, whichever is lower. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to periods during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.



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Assets held under lease

Leases of property, plant and equipment that transfer to the Company substantially all the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to similar owned assets.

Assets held under leases that do not transfer to the Company substantially all the risk and rewards of ownership (i.e. operating leases) are not recognised in the Company’s balance sheet.

Lease payments

Payments made under operating leases are recognised in statement of profit or loss on a straight line basis over the term of the lease unless such payment are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases. Lease incentives received are recognised as an integral part of the total lease expenses over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

3.10 Employee Benefits:

Short Term Employee Benefits

All employee benefits expected to be settled wholly within twelve months of rendering the service are classified as short-term employee benefits. When an employee has rendered service to the Company during an accounting period, the Company recognises the undiscounted amount of short-term employee benefits expected to be paid in exchange for that service as an expense unless another Ind AS requires or permits the inclusion of the benefits in the cost of an asset. Benefits such as salaries, wages and short-term compensated absences, bonus and ex-gratia etc. are recognised in statement of profit and loss in the period in which the employee renders the related service.

A liability is recognised for the amount expected to be paid after deducting any amount already paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably. If the amount already paid exceeds the undiscounted amount of the benefits, the Company recognises that excess as an asset /prepaid expense to the extent that the prepayment will lead to, for example, a reduction in future payments or a cash refund.

Post-Employment Benefits

Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions to a statutory authority and will have no legal or constructive obligation to pay further amounts.

Retirement benefits in the form of Provident Fund and employee state insurance are a defined contribution scheme and contributions paid/payable towards these funds are recognised as an expense in the statement of profit and loss during the period in which the employee renders the related service. There are no other obligations other than the contribution payable to the respective trusts.

Defined benefit plan

The Company has Defined benefits plans namely Gratuity for employees. The gratuity fund are recognised by the income tax authorities and are administered through Company’s trusts where a policy with ‘Life Insurance Corporation of India’ has been taken to cover the gratuity liability of the employees. The difference between the actuarial valuation of the gratuity of employees at the year end and the balance of funds with Life Insurance Corporation of India is provided for as liability in the books.

The liability or asset recognised in the balance sheet in respect of gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in profit or loss.

Remeasurement of gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.



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Other Long Term Employee Benefits

Liabilities for leave encashment / compensated absences which are not expected to be settled wholly within the operating cycle after the end of the period in which the employees render the related service are measured at the present value of the estimated future cash outflows which is expected to be paid using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period on Government bonds that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

3.11 Provisions, Contingent liabilities and contingent assets:

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

Litigations: Provision in respect of loss contingencies relating to claims, litigation, assessment, fines, penalties, etc. are recognised when it is probable that a liability has been incurred and the amount can be estimated reliably.

When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.

The expense relating to a provision is presented in the statement of profit and loss, net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. The unwinding of discount is recognised in the statement of profit and loss as a finance cost.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources would be required to settle the obligation, the provision is reversed.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly with in the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

Contingent assets are disclosed when there is a possible asset that arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly with in the control of the Company.

3.12 Financial instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial asset and financial liabilities are initially measured at fair value. Transaction cost which are directly attributable to the acquisition or issue of financial instruments (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction cost directly attributable to the acquisition of financial assets financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Subsequently, financial instruments are measured according to the category in which they are classified.

(a) Financial Assets

All purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

All recognised financial assets are subsequently measured in their entirely at either amortised cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

The Company classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and

• those measured at amortised cost

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

A financial asset that meets the following two conditions is measured at amortised cost unless the asset is designated at fair value through profit or loss under the fair value option:



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• Business model test : the objective of the Company’s business model is to hold the financial asset to collect the contractual cashflows.

• Cash flow characteristic test : the contractual term of the financial asset give rise on specified dates to cash flows that are solelypayments of principal and interest on the principal amount outstanding.

A financial asset that meets the following two conditions is measured at fair value through other comprehensive income unless the asset is designated at fair value through profit or loss under the fair value option:

• Business model test : the financial asset is held within a business model whose objective is achieved by both collecting cash flows and selling financial assets.

• Cash flow characteristic test : the contractual term of the financial asset gives rise on specified dates to cash flows that are solelypayments of principal and interest on the principal amount outstanding.

All other financial assets are measured at fair value through profit or loss.

Investments in equity instrument at fair value through other comprehensive income (FVTOCI)

On initial recognition, the Company can make an irrevocable election (on an instrument by instrument basis) to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instrument. This election is not permitted if the equity instrument is held for trading. These elected investments are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains / losses arising from changes in fair value recognised in other comprehensive income. This cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.

The Company has an equity investment in an entity which is not held for trading. The Company has elected to measure this investment at amortised cost. Dividend, if any, on this investments is recognised in profit or loss.

Equity investment in subsidiaries, associates and joint ventures

Investments representing equity interest in subsidiaries, associates and joint ventures are carried at cost less any provision for impairment. Investments are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable.

Financial assets at fair value through profit or loss (FVTPL)

Financial assets that do not meet the amortised cost criteria or fair value through other comprehensive income criteria are measured at fair value through profit or loss. A financial asset that meets the amortised cost criteria or fair value through other comprehensive income criteria may be designated as at fair value through profit or loss upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets and liabilities or recognising the gains or losses on them on different bases.

Investments in mutual funds are measured at fair value through profit and loss. Financial assets which are fair valued through profit or loss are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss.

Trade receivables

Impairment of financial assets

The Company assesses impairment based on expected credit losses (ECL) model to the following :

• financial assets measured at amortised cost

• financial assets measured at fair value through other comprehensive income

Expected credit loss are measured through a loss allowance at an amount equal to:

• the twelve month expected credit losses (expected credit losses that result from those default events on the financial instrumentsthat are possible within twelve months after the reporting date); or

• full life time expected credit losses (expected credit losses that result from all possible default events over the life of the financialinstrument).

For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 18, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

Derecognition of financial assets

A financial asset is derecognised only when

• The Company has transferred the rights to receive cash flows from the financial asset or

• Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.



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Foreign exchange gains and losses:

The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the exchange rate at the end of each reporting period. For foreign currency denominated financial assets measured at amortised cost or fair value through profit or loss the exchange differences are recognised in profit or loss except for those which are designated as hedge instrument in a hedging relationship.

Further change in the carrying amount of investments in equity instruments at fair value through other comprehensive income relating to changes in foreign currency rates are recognised in other comprehensive income.

(b) Financial liabilities and equity instruments

Classification of debt or equity

Debt or equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest rate method or at fair value through profit or loss.

Trade and other payables

Trade and other payables represent liabilities for goods or services provided to the Company prior to the end of financial year which are unpaid.

Borrowings

Borrowings are initially recognised at fair value, net of transaction cost incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction cost) and the redemption amount is recognised in profit or loss over the period of borrowings using the effective rate method.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

Foreign exchange gains or losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in profit or loss. The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the exchange rate at the end of the reporting period. For financial liabilities that are measured as at fair value through profit or loss, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired.

3.13 Derivative financial instruments:

The Company enters into foreign exchange forward contracts and certain other derivative financial instruments to manage its exposure to foreign exchange rate risks and commodity price risks.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument which is recognised in other comprehensive income (net of tax) and presented as a separate component of equity which is later reclassified to profit or loss when the hedge item affects profit or loss.

3.14 Taxes:

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.



64

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profits. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences and incurred tax losses to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the income taxes are also recognised in other comprehensive income or directly in equity respectively.

3.15 Impairment of tangible and intangible assets:

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

3.16 Operating segment:

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components, and for which discrete financial information is available. All operating segments’ operating results are reviewed regularly by the Company’s CODM to make decisions about resources to be allocated to the segments and assess their performance.

The operations of the Company falls under manufacturing & trading of auto component parts, which is considered to be the only reportable segment by the Company’s CODM.

3.17 Cash and cash equivalents:

For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash in hand, demand deposits held with banks, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

3.18 Dividends;

Final dividends on shares are recorded on the date of approval by the shareholders of the Company.

3.19 Assets Held for Sale;

Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale’ when all of the following criteria’s are met: (i) decision has been made to sell. (ii) the assets are available for immediate sale in its present condition. (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date.

Subsequently, such non-current assets and disposal groups classified as held for sale are measured at the lower of its carrying value and fair value less costs to sell. Non-current assets held for sale are not depreciated or amortised.

3.20 Earnings per share (EPS):

Basic earnings per share are calculated by dividing the net profit/ (loss) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earning per share is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year end, except where the results would be anti-dilutive.



65

3.21 Recent accounting pronouncements-Standards issued but not yet effective:

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

The amendment will come into force from April 1, 2018. The Company is evaluating the requirements of the amendment and its effect on the financial statements.

Ind AS 115- Revenue from Contract with Customers: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

• Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presentedin accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors.

• Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach) The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company is yet to decide the method of applicability and is evaluating the requirements of the amendment and its effect on the financial statements.

Modifications on Ind AS 102, have been issued by MCA, however the standard is not applicable to the Company

Amendment to Ind AS 12 : The amendment to Ind AS 12 requires the entities to consider restriction in tax laws in sources of taxable profit against which entity may make deductions on reversal of deductible temporary difference (may or may not have arisen from same source) and also consider probable future taxable profit. The Company is evaluating the requirements and its impact on the financial statements.



66

Not

e 4

: Pro

pert

y, P

lant

and

Equ

ipm

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(Cur

renc

y :

` in

Lak

hs e

xcep

t oth

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spec

ified

)

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ticu

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old

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ach

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and

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ric

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tin

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icle

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l

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lock

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at A

pril

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67

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A

s at

Apr

il 01

, 201

6 1

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543.

45

5,5

52.5

3 1

95.5

5 5

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7

4.27

1

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.41

250

.61

23,

023.

46

No

tes:

1.T

he C

ompa

ny h

as a

vaile

d th

e ex

empt

ion

avai

labl

e un

der I

nd A

S 1

01, w

here

as th

e ca

rryi

ng v

alue

of p

rope

rty,

pla

nt a

nd e

quip

men

t has

bee

n ca

rrie

d fo

rwar

ded

at th

e am

ount

as

dete

rmin

ed u

nder

the

prev

ious

G

AA

P. C

onsi

derin

g th

e FA

Q i

ssue

d by

the

IC

AI,

rega

rdin

g ap

plic

atio

n of

dee

med

cos

t, th

e C

ompa

ny h

as d

iscl

osed

the

cos

t as

at

Apr

il 01

, 20

16 n

et o

f ac

cum

ulat

ed d

epre

ciat

ion.

How

ever

, in

form

atio

nre

gard

ing

gros

s ca

rryi

ng a

mou

nt o

f ass

ets,

acc

umul

ated

dep

reci

atio

n ha

s be

en d

iscl

osed

by

the

Com

pany

sep

arat

ely

as fo

llow

s :

Oth

er th

an R

esea

rch

and

Dev

elop

men

t

Fre

eho

ld

lan

d

Lea

seh

old

la

nd

P

lan

t &

M

ach

iner

y B

uild

ing

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ce

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t C

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ters

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urn

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re

and

Fixt

ures

E

lect

ric

Fit

tin

gs

Veh

icle

s To

tal

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ss c

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nt a

s at

Apr

il 1,

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6 1

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56

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4 4

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0 3

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6 2

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40.3

2 4

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Acc

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6.7

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7.53

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,160

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496

.30

379

.17

260

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1,7

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1.76

Net

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ount

as

at A

pril

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1 7

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63

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6

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121

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54.

06

97.

20

3.8

7 5

4.68

3

6.16

1

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Net

car

ryin

g am

ount

as

at A

pril

1, 2

016

-

- 1

,830

.42

599

.63

30.

81

13.

48

2.3

8 1

39.6

7 8

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2,6

25.3

2

2.D

etai

ls o

f ass

ets

char

ged

to B

anks

:i)

Firs

t Exc

lusi

ve c

harg

e ov

er im

mov

able

ass

ets

at C

-506

& 5

26, P

ione

er In

dust

rial P

ark,

Pat

herd

i, Bi

lasp

ur C

how

k M

anes

ar, D

istt

: Gur

gaon

and

firs

t exc

lusi

ve c

harg

e on

pla

nt &

mac

hine

ry a

ndot

her m

ovab

le fi

xed

asse

ts p

urch

ased

out

of t

he p

roce

eds

from

EC

B lo

an fr

om C

itiba

nk N

.A.

ii)Fi

rst E

xclu

sive

cha

rge

over

imm

ovab

le a

sset

s at

G-2

0, S

ipco

t Ind

ustri

al P

ark,

Irun

gattu

Kot

tai,

Srip

erum

budu

r, Ka

nche

epur

am D

ist.

Tam

ilnad

u an

d fir

st e

xclu

sive

cha

rge

on p

lant

& m

achi

nery

and

othe

r mov

able

fixe

d as

sets

pur

chas

ed o

ut o

f the

pro

ceed

s of

EC

B lo

an fr

om C

TBC

Ban

k.iii

)E

quita

ble

mor

tgag

e of

leas

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d la

nd a

nd b

uild

ing,

situ

ated

at

Plo

t N

o.4,

Sec

tor

31,

Gre

ater

Noi

da I

ndus

tria

l Dev

elop

men

t Are

a, U

.P.

and

hypo

thec

atio

n of

mov

able

ass

ets

incl

udin

g pl

ant

&M

achi

nery

in fa

vour

of Y

es B

ank,

Kot

ak M

ahin

dra

Ban

k Lt

d an

d H

DF

C B

ank

for

thei

r w

orki

ng c

apita

l len

ders

.



68

(Currency : ` in Lakhs except otherwise specified)

Note 5 : Capital work In progress As At March 31, 2018



Building - 58.47 237.59

Plant & Machinery 36.28 12.78 54.32

Electrical Fittings - - 93.96

36.28 71.25 385.87

Notes:

1. On transition to Ind AS, the Company has elected to continue with the carrying value of all of its capital work in progressrecognised as at April 01, 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of thecapital work in progress.

Note 6 : Other Intangible assets Software Development

Technical Knowhow &

Guidance

Total

Gross Block(At deemed cost)As at April 01, 2016 10.01 1,179.31 1,189.32

Add: Additions made during the year 2.14 - 2.14

Less: Disposals /adjustments during the year - - -

As at March 31, 2017 12.15 1,179.31 1,191.46


Less: Disposals / adjustments during the year - 0.11 0.11

As at March 31, 2018 43.53 1,179.20 1,222.73

Amortisation and impairmentAs at April 01, 2016 - - -

Add: Amortisation for the year 7.22 441.98 449.19

Less: On disposals / adjustments during the year - - -

As at March 31, 2017 7.22 441.98 449.19


Less: On disposals / adjustments during the year - 0.11 0.11

As at March 31, 2018 16.92 863.36 880.27

Research & DevelopmentGross Block (At deemed cost)Research & DevelopmentAs at April 01, 2016 29.40 22.54 51.94



As at March 31, 2017 143.67 22.54 166.21


Less: Disposals / adjustments during the year - - -

As at March 31, 2018 168.12 22.54 190.66




As at March 31, 2017 22.63 21.48 44.11



As at March 31, 2018 70.57 22.54 93.10



69

Net book valueAs at March 31, 2018 124.16 315.84 440.00

As at March 31, 2017 125.97 738.39 864.36

As at April 01, 2016 39.41 1,201.85 1,241.26

Notes:

1. The Company has availed the exemption available under Ind AS 101, whereas the carrying value of Intangible assets has been carried forwarded at the amount as determined under the previous GAAP. Considering the FAQ issued by the ICAI, regardingapplication of deemed cost, the Company has disclosed the cost as at April 01, 2016 net of accumulated depreciation. However, information regarding gross carrying amount of assets, accumulated depreciation has been disclosed by the Companyseparately as follows :

Intangible Assets Software Development

Technical Knowhow &

Guidance

Total

Gross carrying amount as at April 1, 2016 163.74 5,483.05 5,646.79

Accumulated amortization as at April 1, 2016 153.73 4,303.74 4,457.47

Net carrying amount as at April 1, 2016 10.01 1,179.31 1,189.32

Reasearch & Development


Technical Knowhow &

Guidance

Total

Gross carrying amount as at April 1, 2016 322.19 128.88 451.07

Accumulated amortization as at April 1, 2016 292.79 106.35 399.13

Net carrying amount as at April 1, 2016 29.40 22.54 51.94

Note 7 : Investments As At March 31, 2018



NON-CURRENT

Investments measured at costIn equity shares of AssociatesQuoted, fully paid up

9,000,000 (March 31, 2017: 9,000,000 and April 01, 2016: 9,000,000) Equity Shares (including 4,500,000 (March 31, 2017: 4,500,000 and April 01, 2016: 4,500,000) bonus shares) of ` 2/- each of Bharat Seats Ltd

90.00 90.00 90.00

Unquoted, fully paid up

490,000 (March 31, 2017: 490,000 and April 01, 2016: 490,000) Equity shares of ` 10 each of Relan Industrial Finance Ltd.

49.00 49.00 49.00

In equity shares of Joint VenturesUnquoted, fully paid up

5,000 (March 31, 2017: 5,000 and April 01, 2016: 5,000) Equity shares of ` 10 each of Toyota Boshoku Relan India Pvt. Ltd.

0.50 0.50 0.50

750,000 (March 31, 2017: 750,000 and April 01, 2016: 750,000) Equity shares of ` 10 each of Toyo Sharda India Pvt. Ltd.

75.00 75.00 75.00

In equity shares of OtherUnquoted, fully paid up

17,500 (March 31, 2017: 5700 and April 01, 2016: Nil) Equity shares of ` 10 each of Windage Power Company Private Limited

1.75 0.57 -

Note: The Company has availed the exemption available under Ind AS 101,whereas on the date on transition as on April 01, 2016, the carrying value of investments has been carried forwarded at the amount as determined under the previous GAAP.



70

Information about Associates & Joint Ventures

Name of the Company, Country of Incorporation, Principal Activities

Proportion (%) of equity interest As At

March 31, 2018As At

March 31, 2017 As At

April 01, 2016Associates

Bharat Seats Ltd, India, Manufacturing of Seating System

28.66 28.66 28.66

Relan Industrial Finance Ltd., India, Service provider of investments

47.12 47.12 47.12

Joint Ventures

Toyota Boshoku Relan India Pvt. Ltd., India, Manufacturing of Seating System

50.00 50.00 50.00

Toyo Sharda India Pvt. Ltd., India, Manufacturing of Seating System

50.00 50.00 50.00

Investments measured at fair value through profit or loss

In Trust- (Unquoted) - - 1.01

Total (A) 216.25 215.07 215.51 Aggregate value of unquoted investments 126.25 125.07 125.51

Aggregate value of quoted investments 90.00 90.00 90.00

Market value of quoted investments 15,444.00 6,430.50 3,240.00

CURRENT

Investment measured at fair value through profit or loss

Investment In Mutual Fund (Unquoted)- Nil (March 31,2017: Nil and April 01, 2016 : 4,042.97)

units of UTI -Liquid Cash Plan - Institutional Growth - - 100.02

- Nil (March 31,2017: Nil and April 01, 2016: 21,726.73) units of Reliance Liquid Fund - Treasury Plan -Growth Option

- - 800.17

- Nil (March 31,2017: Nil and April 01, 2016: 49,971.94) units of Reliance Liquid Fund - Cash Plan - GrowthOption

- - 1,196.20

- Nil (March 31,2017: Nil and April 01, 2016: 33,713.33) units of SBI Premier Liquid Fund - Regular Plan -Growth

- - 801.59

- 6,999,407.76 (March 31,2017: 6,217,272.97 andApril 01, 2016: Nil) units of Reliance Short Term Fund(Growth)

2,284.30 1,915.97 -

- 3,776,031.01 (March 31,2017: 3,776,031.01 and April 01, 2016 : Nil) units of ICICI Prudential Short Termplan Regular (Growth)

1,366.74 1,288.46 -

- Nil (March 31,2017: 1,005,112.67 and April 01, 2016 :Nil) units of BSL-Dynamic Bond Fund-Retail- RegularGrowth Plan

- 291.83 -

- -

- 408,105.3 (March 31,2017: 408,105.3 and April 01, 2016 : Nil) units of Birla Sunlife Short Term Fund (Growth)

271.03 254.13 -

- Nil (March 31,2017: 6,544,040.06 and April 01, 2016 : Nil) units of SBI Short Term Debt Fund- Regular Plan-Growth

- 1,236.88 -

- Nil (March 31,2017: 726,030.12 and April 01, 2016 : Nil) units of SBI Magnum Balanced Fund-Reg Growth

- 792.50 -

- Nil (March 31,2017: 4,092,500.10 and April 01, 2016 : Nil) units of Kotak Bond - Short Term Plan - Regular Plan (Growth)

- 1,257.87 -



71

- Nil (March 31,2017: 1,649,027.57 and April 01, 2016: Nil) units of Tata Short Term Bond Fund - RegularPlan (Growth)

- 504.08 -

- 223,015.17 (March 31,2017: 223,015.17 and April01, 2016 : Nil) units of ICICI Pru Balanced Reg Plan(Growth)

278.52 254.82 -

- 582,328.09 (March 31,2017: Nil and April 01, 2016 :Nil) unit of Reliance - Medium Term Fund (G)

212.09 - -

- 9,447,048.91 (March 31,2017: Nil and April 01, 2016 :Nil) units of Reliance Arbitrage Advantage Fund (MD)

999.36 - -

- 7,519,834.30 (March 31,2017: Nil and April 01, 2016 :Nil) units of SBI Arbitrage Opportunities Fund (D)

1,002.36 - -

- 7,986,431.54 (March 31,2017: Nil and April 01, 2016: Nil) units of ICICI Prudential Equity-Arbitrage Fund -Retail Plan (D)

1,089.27 - -

- 3,672,422.63 (March 31,2017: Nil and April 01, 2016: Nil) units of HDFC Arbitrage Fund - Wholesale Plan(MD)

399.67 - -

- 3,536,060.64 (March 31,2017: Nil and April 01, 2016: Nil) units of ICICI Prudential Equity Income Fund -Regular Plan (MD)

393.21 - -

- 13,178,805.39 (March 31,2017: Nil and April 01, 2016 : Nil) units of Kotak Equity Savings Fund - RegularPlan (MD)

1,469.09 - -

- 2,084,463.32 (March 31,2017: Nil and April 01, 2016: Nil) units SBI Equity Savings Fund - Regular Plan-Growth

258.50 - -

- 3,451,191.52 (March 31,2017: Nil and April 01, 2016: Nil) units of Reliance equity Savings fund- MonthlyDividend

382.94 - -

Total (B) 10,407.08 7,796.54 2,897.98

Total (A+B) 10,623.33 8,011.61 3,113.49

Note 8 : Other financial assets (Unsecured and considered good, unless otherwise stated)




Non- current

Security Deposits (Refer to note 'a' below)

279.70 220.33 193.36

Interest accrued - 0.05 -

Deposits with original maturity of more than 12 months (Refer to note 'b' below)

5.00 5.00 5.00

Options, cross currency and interest rate swap contract not designated in hedge accounting relationships

- - 269.50

Total (A) 284.70 225.38 467.86

Current

Staff Advance 25.72 10.57 18.66

Interest accrued on fixed deposits 125.36 146.62 114.90

Interest accrued others 0.57 2.73 -

Receivable from related parties 8.62 8.62 8.62


- 111.36 -

Receivable on sale of investment - 951.38 -

Total (B) 160.27 1,231.28 142.18

Total (A+B) 444.97 1,456.66 610.04

a) Security deposits are not in the nature of loans hence classified as part of other financial assets.

b) Margin Money Deposit is pledged with Canara bank amounting to ` Nil (March 31, 2017: Nil; April 01, 2016: ` 5.00 Lakhs)



72

Note 9 : Non-current tax asset As At March 31, 2018



Advance Income Tax 50.06 86.13 379.18

(Net of provision of ` 7,759.83 (March 31, 2017 : ` 3,315.48 Lakhs, April 01, 2016: ` 2,886.05 Lakhs)

50.06 86.13 379.18

Note 10 : Other assets (Unsecured and considered good, unless otherwise stated)




Non- Current

Capital Advances(refer note below) 870.88 496.28 726.04

Deferred Payment Asset 1.30 2.03 2.75

Prepaid Expenses - - 21.88

Total (A) 872.18 498.31 750.67

Current

Balance with Government Authorities 67.03 341.65 475.96

Advances to Suppliers 305.86 68.46 131.92


Prepaid Expenses 130.99 213.28 196.99

Other Receivable 43.51 1.84 212.06

Total (B) 548.11 625.95 1,017.65

Total (A+B) 1,420.29 1,124.26 1,768.32

Note: Details of Capital commitment is as follows:

Particulars As At March 31, 2018



Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts, net of advance of ` 870.88 Lakhs (March 31, 2017: ` 496.28 lakhs; April 01, 2016: ` 726.04 lakhs)

1,127.68 513.67 481.55

1,127.68 513.67 481.55

Note 11: Inventories (Lower of cost or net realizable value)




Raw Materials 6,242.65 5,413.38 5,983.44

Raw Materials - In Transit 328.57 141.72 125.86

Work In Progress 1,782.28 1,536.53 1,743.87

Finished Goods - 13.91 2.59

Traded Goods - 0.84 -

Consumable Stores and Spares 208.54 77.31 418.02

Others - - 0.39

8,562.04 7,183.69 8,274.17

Note:

1. The mode of valuation of inventories has been stated in note 3.8.

2. Inventories have been pledged to secure cash credit facilities from banks. Company is not allowed to pledge these assets assecurity for other borrowings.



73

Note 12 : Trade receivables As At March 31, 2018



Unsecured, Considered Good 12,240.73 10,806.98 10,012.73

Unsecured, Considered Doubtful 2.51 - -

12,243.24 10,806.98 10,012.73

Less: Allowance for bad and doubtful debts 2.51 - -

12,240.73 10,806.98 10,012.73

a) Trade receivables have been pledged to secure cash credit facilities from banks. Company is not allowed to pledge theseassets as security for other borrowings.

b) The Company’s exposure to credit and currency risk, and loss allowances related to trade receivables are disclosed in note 40.c) Trade receivables are non-interest bearing and are generally on terms of not more than 60 days.

Note 13 : Cash and cash equivalents As At March 31, 2018



Balances with banks:

- on current account 900.28 226.97 50.97

- deposits with original maturity of less than 3 months 1,300.00 250.00 200.00

Cash on hand:

- Domestic Currency 0.45 0.80 0.82

- Foreign Currency - 104.59 -

2,200.73 582.36 251.79

a) Short-term deposits are made for varying periods of up to three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

Note 14 : Bank balances other than cash and cash equivalents





- Unpaid dividend account 41.96 45.63 45.91

Deposits with original maturity of more than 3 months but less than 12 months

1,928.21 5,358.20 3,401.01

Deposits with original maturity of more than 12 months 3,200.00 - -

5,170.17 5,403.83 3,446.92

Note 15 : Equity Share Capital As At March 31, 2018



Authorised Share Capital50,000,000* (March 31, 2017: 50,000,000, April 01, 2016 : 50,000,000) equity shares of ` 10 each

5,000.00 5,000.00 5,000.00

Issued, subscribed and fully paid up5,946,326* (March 31, 2017: 5,946,326, April 01, 2016 : 5,946,326) equity shares of ` 10 each

594.63 594.63 594.63

594.63 594.63 594.63 a) Reconciliation of share capital:

No. of shares AmountBalance as at April 1, 2016 5,946,326 594.63

Issue/buy back during the year - -

Balance as at March 31, 2017 5,946,326 594.63 Issue/buy back during the year - -

Balance as at March 31, 2018 5,946,326 594.63



74

b) Terms/ rights attached to equity shares:

(i) The Company has only one class of equity shares having a par value of ` 10 per share. Each shareholder is entitled toone vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Boardof Directors of ` 6.25 per share (March 31, 2017: ` 6.25 per share) is subject to the approval of the shareholders in theensuing Annual General Meeting, except in case of Interim Dividend. In the event of liquidation of the Company, theholders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of allpreferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(ii) During the year, an interim dividend of ` 6.25 per share (March 31, 2017: ` 6.25 per share) has been recognized asdistributions to equity shareholders.

*Note: Number of Shares are given in absolute numbers

c) Details of shareholders holding more than 5% shares in the Company



As At April 1, 2016

Name of Party No. of shares Holding % No. of shares Holding % No. of shares Holding %

N.D. Relan - 0.00% - 0.00% 450,960 7.58%

Sharda Relan - 0.00% - 0.00% 697,520 11.73%

Ajay Relan 1,914,195 32.19% 1,933,858 32.52% 785,378 13.21%

Rohit Relan 428,818 7.21% 428,818 7.21% 428,818 7.21%

Ritu Relan 742,520 12.49% 742,520 12.49% 742,520 12.49%

Mala Relan 520,826 8.76% 497,252 8.36% 496,260 8.35%

Aashim Relan 304,440 5.12% 300,900 5.06% 300,900 5.06%

Note: Number of Shares are given in absolute numbers

Note 16 : Other Equity Amount a) General Reserve

Balance as at April 1, 2016 21,025.68 Movement during the year -

Balance as at March 31, 2017 21,025.68 Movement during the year -

Balance as at March 31, 2018 21,025.68

The general reserve is created from, time to time transfer of profits from retained earnings. General reserve is created by transfer from one component of equity to another and is not an item of other comprehensive income, items included in general reserve will not be reclassified subsequently to profit and loss.

b) Capital ReserveBalance as at April 1, 2016 0.20

Movement during the year -


Movement during the year


c) Retained EarningsBalance as at April 1, 2016 2,135.11 Add:- Profit for the year 5,675.47

Less: Dividend Paid 743.28

Less: Dividend Distribution Tax Paid 151.34

Less: Transfer to General Reserve

Balance as at March 31, 2017 6,915.96 Add:- Profit for the year 7,861.02



Less: Transfer to General Reserve -




75

Notes:

1. Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to generalreserve, dividends or other distributions paid to shareholders.

2. General Reserve: The Company has transferred a portion of the net profit of the Company before declaring dividend togeneral reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is notrequired under the Companies Act 2013.

3. For the year ended March 31, 2017, a dividend of `13.50 per share (total dividend of ` 743.28 lakhs) was paid to holdersof fully paid equity shares.

4. For the year ended March 31, 2018, an interim dividend of ` 6.25 per share (total dividend of ` 371.64 lakhs) was paid toholders of fully paid equity shares. The directors propose dividend of ` 6.25 per share be paid on fully paid equity shares.This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all the holders of fully paid equity shares.The total estimated equity dividend to be paid is ` 371.64 lakhs

d) Other comprehensive income-Remeasurement of defined benefit obligation

Balance as at April 1, 2016 2.20

Add:- Gain/(Loss) recognised during the year (6.57)

Balance as at March 31, 2017 (4.37)Add:- Gain/(Loss) recognised during the year 4.24

Balance as at March 31, 2018 (0.13)Total Other Equity:As at April 01, 2016 23,163.19

a) General Reserve 21,025.68

b) Capital Reserve 0.20

c) Retained Earnings 2,135.11

d) OCI-Remeasurement of defined benefit obligation 2.20

As at March 31, 2017 27,937.47




d) OCI-Remeasurement of defined benefit obligation (4.37)

As at March 31, 2018 34,908.13





Note 17 : Borrowings As At March 31, 2018



Non current

Term loans from banks (Secured)- External Commercial Borrowing [refer note A(a)below]

- - 1,859.46

From Related Parties (Unsecured)- Directors (refer note A (b) below) - 1,118.42 -

Total (A) - 1,118.42 1,859.46 Current

From banks (Secured)- Cash credit (Refer Note A (c) below) - 2,550.21

- Overdraft (Refer Note A (d) below) - 817.79 1,500.00

From Related Parties (Unsecured)- Directors (refer note A (b) below) - 1,986.62 4,397.54

Total (B) - 2,804.41 8,447.75 Total (A+B) - 3,922.83 10,307.21



76

A. Summary of borrowing arrangements

a) The External Commercial Borrowing consisted of two loans:

(i) First loan of US $ 20 lakhs was taken in August, 2012 and was repayable in 15 quarterly instalments of US$ 1.33Lakhs each (` 86.45 Lakhs) commencing from 26.01.2014. The loan carried an interest rate of 8.45% p.a.

This loan was secured by way of first exclusive charge over immovable assets at C-506 & 526, Pioneer IndustrialPark, Patherdi, Bilaspur Chowk Manesar, Distt: Gurgaon and first exclusive charge on plant & machinery and othermovable fixed assets purchased out of the proceeds of the loan.

(ii) Second loan of US$ 60 lakhs was taken in January, 2014 and was repayable in six half yearly instalments. The loancarried an interest rate of 7.75% p.a.

This loan was secured by way of first exclusive charge over immovable assets at G-20, Sipcot Industrial Park,Irungattu Kottai, Sriperumbudur, Kancheepuram Dist. Tamilnadu and first exclusive charge on plant & machineryand other movable fixed assets purchased out of the proceeds of the loan. The borrower shall maintain a minimumsecurity cover of 1.25 times during the entire tenure of the facility.

b) Unsecured loans from directors:

Unsecured term loans from directors was repayable upon call by the lender at anytime by giving an advance notice in writing of atleast one year to the borrower. The loan carried a interest rate of 8.65% - 10.60% p.a. Unsecured short term loans from directors was repayable on demand. The loan was taken on an interest rate of 8.65 % - 8.95 % p.a.

c) Cash Credit

i) The Cash Credit facility has been secured by way of charge on inventories and book debts. There is an equitable mortgage of leasehold land and building, situated at Plot No. 4, Sector 31, Greater Noida Industrial Development Area, U.P and plant & machinery and other assets.

ii) The Cash Credit carries a rate of interest in the range of 8.8% -10.60% and is repayable on demand

d) Overdraft

Overdraft is secured against Fixed Deposits with bank carrying interest rate @ 8.15% p.a.

B. There have been no breach of covenants mentioned in the loan agreements during the reporting periods.

Note 18 : Trade payables As At March 31, 2018



- Outstanding dues to micro and small enterprises - - -

- Outstanding dues to parties other than micro andsmall enterprises

18,291.78 16,401.75 12,552.03

18,291.78 16,401.75 12,552.03

a) Trade payables are non-interest bearing and are normally settled on 90-day terms. The Company’s exposure to currency andliquidity risk related to trade payables is disclosed in note 40.

(b) As per Schedule III of Companies Act, 2013 & notification number GSR 719 (E) dated November 16, 2007, the amount due asof March 31, 2018 to micro and small enterprises as defined in Industries (Development and Regulation) Act, 1951, is as givenbelow :

Details of dues to Micro and Small enterprises as defined under the MSMED Act, 2006




- Principal amount due - - -

- Interest accrued and due on above - - -

- - -

(i) The amount of interest paid by the buyer in termsof section 16 of the MSMED Act 2006 along withthe amounts of the payments made to the supplierbeyond the appointed day during each accountingyear

Nil Nil Nil

(ii) The amount of interest due and payable for theperiod of delay in making payment (which havebeen paid but beyond the appointed day during theyear) but without adding the interest specified underthe MSMED Act 2006

Nil Nil Nil



77




(iii) The amount of interest accrued and remainingunpaid at the end of each accounting year

Nil Nil Nil

(iv) The amount of further interest remaining due andpayable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of theMSMED Act 2006

Nil Nil Nil

The above information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

Note 19 : Other Financial Liabilities As At March 31, 2018



Current

Current maturity of long term borrowing (refer note 17 A (a))

- 1,974.34 1,572.11

Interest accrued but not due on borrowings - 46.63 101.24

Unpaid dividends (refer note (a) below) 41.96 45.63 45.91

Security deposit 37.05 41.28 41.73

Payables to capital creditors 437.28 312.98 492.02

Total (A+B) 516.29 2,420.86 2,253.01

a) There are no amount due for payment to the Investor Education and Protection Fund under Section 125(1) of the CompaniesAct,2013 as at March 31, 2018, March 31, 2017 & April 1, 2016

Note 20 : Other Liabilities As At March 31, 2018



Non- current

Deferred Revenue 218.26 235.77 200.45

Total (A) 218.26 235.77 200.45 Current

Advance from Customers 796.01 823.61 575.07


Statutory dues 1,906.91 1,030.65 1,145.51

Others 59.91 12.27 -

Total (B) 2,931.49 2,137.02 1,953.71 Total (A+B) 3,149.75 2,372.79 2,154.16

Note 21 : Provisions As At March 31, 2018



Non- current

Provision for employee benefitsProvision for Compensated Absences (refer note 35) 205.17 171.46 148.42

Total (A) 205.17 171.46 148.42

Current


Provision for gratuity (refer note 35) 152.39 219.29 99.02

Total (B) 233.52 300.42 180.54 Total (A+B) 438.69 471.88 328.96



78

Note 21.1 Contingent Liabilities As At March 31, 2018



(a) Claims against the Company not acknowledged asdebts

i) Disputed State Tax Matters 69.94 65.90 0.90

ii) Disputed Excise Matters 12.74 12.71 5.44

iii) Disputed Service Tax Matters 50.63 8.09 11.07

iv) Disputed Income Tax Matters 84.86 164.31 102.33

v) Disputed Central Excise Matters 440.00 440.00 440.00

vi) Bill discounting 102.47 186.97 144.04

vii) Dispute with Vendor 10.55 10.55 4.80

viii) Others 33.00 13.69

(b) Foreign Letter of Credit 3,253.15 1,265.00 1,272.09

Notes:

(i) Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, ifany, in respect of the above as it is determinable only on receipt of judgement/decisions pending with various forums/authorities.

(ii) The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions arerequired and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect theoutcome of these proceedings to have a materially adverse effect on its financial position. The Company does not expect anyreimbursements in respect of the above contingent liabilities.

Note 22 : Revenue from operations For the year ended March 31, 2018


Sale of Product

- Finished goods 113,040.92 115,792.74

- Traded Goods 6,744.71 6,146.91

119,785.63 121,939.65

Sale of Service 29.16 2.10

Other Operating Revenues

- Sale of scrap 611.09 552.41

- Design & development income - 44.70

Revenue from operations 120,425.88 122,538.86

Note: Sale of goods includes excise duty collected from customers of ` 4881.31 Lakhs (March 31, 2017: `18,350.35 Lakhs ).

According to the requirement of Ind-AS, revenue for the corresponding previous year ended March 31, 2017 was reported inclusive of excise duty. The Government of India has implemented Goods and Service Tax (“GST”) from July 1, 2017 replacing Excise duty, Service Tax and various other Indirect Taxes. Accordingly, per IND AS-18, the revenue for the year ended March 31, 2018 is reported net of GST. Had the previously reported revenue shown net of excise duty, comparative income from operations of the Company would have been as follows:

Particulars For the year ended March 31, 2018


Revenue from Operations inclusive of Excise Duty (A) 120,425.88 122,538.86

Less: Excise Duty (B) 4,881.31 18,350.35

Net Revenue from Operations (A-B) 115,544.57 104,188.51



79

Note 23 : Other income For the year ended March 31, 2018


Interest Income

- Fixed deposits with banks 381.51 293.35

- Income tax refund 7.43 79.80

- Finance income 0.66 0.61

- Others 8.95 8.72

Dividend income from

Non-current investment - trade 258.24 81.00

Profit on sale of current investments designated at FVTPL 346.06 164.42

Profit on sale of tools & assets (net) 352.18 233.02

Net Gain on Exchange fluctuation 146.37 14.33

Fair value gain on investment in mutual funds designated at FVTPL 193.69 269.58

Miscellaneous Income 85.21 240.95

1,780.30 1,385.78

Note 24 : Cost of Raw Material Consumed For the year ended March 31, 2018


Raw MaterialBalance at the beginning of the Year 5,413.38 6,401.84

Add:- Purchases during the year 73,955.17 65,353.27

Less:- Transferred to stores and spares and consumables - 109.89

Less:- Balances of Raw Material at the end of the Year 6,242.65 5,413.38

Total Cost of Raw Material Consumption 73,125.90 66,231.84

Note 25 : Purchase of Stock in Trade For the year ended March 31, 2018


Purchase of Stock in Trade 6,060.51 5,189.74

6,060.51 5,189.74

Note 26 : Changes in Inventories of Finished Goods, Work in Progress and Stock in trade



Inventories at the beginning of the yearFinished goods 13.91 2.59

Work- in- progress 1,536.53 1,743.87

Traded goods 0.84 -

(A) 1,551.28 1,746.46

Inventories at the end of the yearFinished goods - 13.91

Work- in- progress 1,782.28 1,536.53

Traded goods - 0.84

(B) 1,782.28 1,551.28

(Increase) / Decrease in Inventory (A-B) (231.00) 195.18

Note 27 : Employee benefits expense For the year ended March 31, 2018


Salaries, wages & other benefits 7,057.06 6,251.67

Contribution to provident and other funds 394.00 346.43

Gratuity (refer note 35) 141.19 110.50

Staff welfare expenses 610.97 574.18

8,203.22 7,282.78



80

Note 28 : Finance cost For the year ended March 31, 2018


Interest Expense 201.50 671.76

Interest on delayed payment of taxes 11.50 14.46

Net Exchange loss on Foreign currency borrowing to the extent considered as an adjustment to interest cost

- 40.29

Other Borrowing Costs - 33.06

213.00 759.57

Note 29 : Depreciation and amortization expense For the year ended March 31, 2018


Depreciation on property, plant and equipment 3,897.71 4,486.08

Amortization of intangible assets 480.18 493.30

4,377.89 4,979.38

Note 30 : Other expenses For the year ended March 31, 2018


Consumable tools 259.14 240.98

Power & fuel 1,270.85 1,324.15

Hire labour charges 5,800.68 5,126.69

Manufacturing expenses 113.87 157.38

Rent, rates & taxes 305.06 334.50

Incremental effect of excise duty on finished goods - 1.26

Repair & maintenance- Repair to building 162.80 90.32

- Repair to plant & equipments 323.22 398.80

- Repair others 273.28 236.93

Fair value losses on derivatives not designated as hedged 111.36 158.13

Royalty 1.70 17.27

Research & development expenses (refer details 'c' below) 1,441.08 986.33

Travelling & conveyance 917.85 778.95

Insurance 75.55 77.62

Communication cost 62.00 66.19

Director's sitting fee & commission 13.02 13.67

Legal & professional expenses 783.24 566.25

CSR expenses (refer details 'b' below) 10.30 15.00

Warranty claim 52.27 188.08

Property, Plant and Equipment written off 16.90 -

Selling expenses 7.03 14.07

Packing material 259.29 161.35

Freight outward 648.70 578.70

Auditor's remuneration (refer details 'a' below) 13.66 28.37

Miscellaneous expenses 919.05 745.90

Total 13,841.90 12,306.89

a) Details of payment made to auditors is as follows:

Payment to auditors For the year ended March 31, 2018


As auditor:- Statutory audit fee 8.50 12.90

- Tax audit fee * 5.00 3.76

In Other Capacity:- CertificationFees - 2.15

- Taxation matter - 8.95

- Reimbursement of Expenses 0.16 0.61

13.66 28.37

* Tax audit fee for the year ended March 31, 2018 has been provided for other auditor.



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b) Details of Corporate Social Responsibility (CSR) expenditure is as follows:

i) Gross amount required to be spent by the Company during the year (i.e. 2% of Average Net profits u/s 198 of CompaniesAct, 2013 of last three years): `116.24 Lakhs (March 31, 2017: ` 64.54 lakhs)

ii) Amount spent during the year

Purpose for which expenditure incurred

Remarks For the year ended March 31, 2018


- Construction/acquisitions ofany asset

- -

- On purpose other than (i)above

Payment to 'Sharda CSR Foundation Trust' for incurring CSR Expenditure

10.30 -

Cash/ cheque payment to Hindu College

- 15.00

Amount yet to be spent 105.94 49.54

Total 116.24 64.54

iii) The Company does not carry any provisions for Corporate social responsibility expenses for year ended March 31,2018 and previous year ended March 31, 2017.

c) Research & Development Expenses For the year ended March 31, 2018


Research & Development expenses include:

- Purchases 67.18 25.98

- Salary, Wages and other allowance 567.07 450.83

- Travelling Expenses 106.96 81.78

- Design, Development and other expenses 699.87 427.74

1,441.08 986.33

d) Company’s R&D Center at Chennai which is recognized at DSIR, Govt. of India upto March 31, 2020 has incurred followingexpenditure from the year 2005-06 to 2017-18

Financial Year Capital Expense Revenue Expense2007-08 - 189.59

2008-09 - 235.01

2009-10 28.5 127.62

2010-11 802.57 210.9

2011-12 787.84 351.17

2012-13 93.07 425.85

2013-14 2034.23 679.24

2014-15 79.63 656.03

2015-16 456.72 847.78

2016-17 217.47 986.33

2017-18 181.09 1441.08

Note 31: Exceptional Items For the year ended March 31, 2018


Pre- Operative Expenses Written Off - 738.87

Diminution in value of asset held for sale 58.73 176.40

58.73 915.27

Note:

(i) Relying on the judgment of Honourable Supreme Court of India in “Kedar Nath Yadav Vs. State of West Bengal & Ors.” theCompany had written off an amount of March 31, 2018:Nil (March 31, 2017:` 738.87) lakhs incurred in respect of setting up ofSingur facility and disclosed the same under the head ‘Exceptional item’.

(ii) Diminution in value of asset of ` 58.73 lakhs (March 31, 2017 ` 176.40 lakhs) has been recognized on reclassification of assetsas held for sale as the fair value (estimated based on the recent market prices) is less than its carrying amount and had beendisclosed the same under the head ‘Exceptional item’.



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Note 32: Income Tax

The major components of income tax expense for the years ended March 31, 2018 and March 31, 2017 are as below:

32.1 Income tax recognised in profit or loss



Current taxa) In respect of current year 4,049.93 2,939.79

b) Adjustments in respect of current income tax of previous year 38.66 (262.36)

4,088.59 2,677.43

Deferred taxIn respect of current year (274.89) (639.26)

(274.89) (639.26)

Income tax expense recognised in the current year 3,813.70 2,038.17

The income tax expense for the year can be reconciled to the accounting profit as follows:



Profit before tax 11,674.72 7,713.64

Tax at the Indian Tax Rate of 34.608% (March 31, 2017: 34.608%) 4,040.39 2,669.53

Adjustments in respect of current income tax of previous years 38.66 (262.36)

Effect of expenses that are not deductible in determining taxable profit 17.57 8.84

Weighted deduction for research and development expenses (294.16) (420.94)

Income not considered for tax purpose (89.37) (28.03)

Exceptional item not considered for tax purpose 20.31 61.05

Others 80.30 10.08

Tax expenses recognised in statement of profit or loss 3,813.70 2,038.17

The tax rate used for the current year reconciliation above is the corporate tax rate of 34.608% (March 31, 2017: 34.608%) payable by corporate entities in India on taxable profits under the Indian tax law.

32.2 Income tax recognised in other comprehensive income



Deferred tax assets / (liabilities)Arising on income and expenses recognised in other comprehensive incomeRemeasurement of defined benefit obligation (2.24) 3.48

Total tax recognised in other comprehensive income (2.24) 3.48

Bifurcation of the income tax recognised in other comprehensive income into : -

- Items that will not be reclassified to profit or loss (2.24) 3.48

- Items that may be reclassified to profit or loss - -

(2.24) 3.48

Note 33: Deferred tax balances

The following is the analysis of deferred tax assets / (liabilities) presented in the standalone balance sheet




Deferred tax assets 100.01 309.16 836.68

Deferred tax liabilities 881.03 1,348.23 1,990.72

Net deferred tax liabilities 781.02 1,039.07 1,154.04



83

As At April 1, 2016

Recognised in Profit or loss

Recognised in OCI


Deferred tax assetsDefined benefit obligation - - 3.48 3.48

Expenses deductible in future years 294.31 (3.27) - 291.04

Deferred revenue - - - -

Others - 0.04 - 0.04

MAT credit entitlement 542.37 (527.77) - 14.60

Total deferred tax assets 836.68 (531.00) 3.48 309.16

Deferred tax liabilitiesInvestment in mutual funds at FVTPL 1.45 91.85 - 93.30

Fair value losses on derivatives not designated as hedged

93.27 (54.73) - 38.54

Borrowing at effective interest rate 16.30 (11.44) - 4.86

Warranty claim - - - -

Property, plant and equipment and Intangible assets 1,879.70 (668.17) - 1,211.53

Total deferred tax liabilities 1,990.72 (642.49) - 1,348.23

Net deferred tax liabilities 1,154.04 (111.48) (3.48) 1,039.07

As At April 1, 2017


Recognised in OCI


Deferred tax assetsDefined benefit obligation 3.48 - (2.24) 1.24


Others 0.04 0.89 - 0.93


Total deferred tax assets 309.16 (206.91) (2.24) 100.01



38.54 (38.54) - -

Borrowing at effective interest rate 4.86 (4.86) - -

Property, plant and equipment and Intangible assets 1,211.53 (471.38) - 740.15

Total deferred tax liabilities 1,348.23 (467.20) - 881.03

Net deferred tax liabilities 1,039.07 (260.29) 2.24 781.02

Note: Deferred tax assets and deferred tax liabilities have been offset as they are governed by the same taxation laws.

Note 34 : Earnings per share (EPS) For the year ended March 31, 2018


Profit attributable to equity holders of the Company used in calculating basic earnings per share and diluted earning per share (A)

7,861.02 5,675.47

Weighted average number of shares for the purpose of basic earning per share and diluted earning per share (numbers) (B)

59.46 59.46

Basic earnings per share (in `) - (A/B) 132.20 95.45

Diluted earnings per share (in `) - (A/B) 132.20 95.45



84

Note 35 : Gratuity and other post-employment benefit plans

a) Defined contribution plans

The Company makes contribution towards Employees Provident Fund, Employee’s State Insurance scheme and EmployeeWelfare Fund. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs.The contributions are made to registered funds administered by the Government. The obligation of the Company is limited to theamount contributed and it has no further contractual nor any constructive obligation. The Company during the year recognisedthe following amount in the Statement of profit and loss account under Company’s contribution to defined contribution plan:



Employer's Contribution to Provident Fund/ Pension Fund 333.39 300.04

Employer's Contribution to Employee State Insurance 59.76 45.41

Employer's Contribution to Employee Welfare Fund 0.85 0.98

Total 394.00 346.43

The contribution payable to these schemes by the Company are at the rates specified in the rules of the schemes.

b) Defined benefit plans

In accordance with Ind AS 19 “Employee benefits”, an actuarial valuation on the basis of “Projected Unit Credit Method” wascarried out, through which the Company is able to determine the present value of obligations. “Projected Unit Credit Method”recognizes each period of service as giving rise to additional unit of employees benefit entitlement and measures each unitseparately to built up the final obligation.

i) Gratuity scheme

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five yearsof service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salaryat retirement age. The employee’s gratuity fund scheme managed by Life Insurance Corporation is a defined benefit fundedplan. The present value of obligation is determined based on actuarial valuation using the projected unit credit method,which recognizes each period of services as giving rise to additional unit of employees benefit entitlement and measureseach unit separately to built up the final obligation.

ii) Compensated absences

The Company operates compensated absences plan wherein every employee is entitled to the benefit equivalent to26 days leave salary for every completed year of service subject to maximum 30 accumulations of leaves. The salary forcalculation of earned leave is last drawn salary. The same is payable during the service, early retirement, withdrawal ofscheme, resignation by employee and upon death of employee. Short term compensated absences are recognised in thestatement of profit and loss on the basis of actual liability and long term compensated absences are recognised on the basisof actuary valuation which is an unfunded defined benefit plan.

These plans typically expose the Company to actuarial risks such as: Investment risk, interest rate risk, longevityrisk and salary risk.

Investment Risk

The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Interest Risk

The plan expose the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.

Longevity Risk

The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of planparticipants both during and after employment. An increase in the life expectancy of the plan participants will increase theplan’s liability.

Salary Risk

The present value of defined benefit plan is calculated with the assumption of salary increase rate of plan participants infuture. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used todetermine the present value of obligation will have a bearing on the plan’s liability.



85

c) The following tables summarize the components of net benefit expense recognised in the Statement of profit and loss andthe funded status and amounts recognised in the balance sheet for the defined benefit plan (viz. gratuity and compensatedabsences).Leave encashment include earned leaves and sick leaves. These have been provided on accrual basis, based onyear end actuarial valuation.

As at March 31, 2018 As at March 31, 2017 As at April 01, 2016 Gratuity Earned

leave Gratuity Earned

leave Gratuity Earned

leave (funded) (Unfunded) (funded) (Unfunded) (funded) (Unfunded)

Present value of obligation as at the beginning of the year

880.43 252.59 732.56 229.94 605.30 178.83

Acquisition Adjustment

Add: Interest cost 61.63 17.68 56.41 17.71 47.21 13.95

Add: Current service cost 113.73 51.50 102.88 47.27 93.24 68.78

Add: Past Service cost 26.51 - - 23.98 - -

Less: Benefits paid (30.65) (25.78) (24.22) (34.37) (15.77) (9.77)

Add: Actuarial (gain) / loss

- Demographic assumptions - - - - - -

- Financial assumptions (22.61) (3.35) 25.83 27.88 3.12 0.54

- Experience adjustments 26.48 (6.34) (13.03) (59.82) (0.54) (22.39)

Present value of obligation as at the end of the year

1,055.52 286.30 880.43 252.59 732.56 229.94

d) Components of expenses recognised in the statement of profit or loss in respect of:

As at March 31, 2018 As at March 31, 2017

Gratuity Earned leave

Gratuity Earned leave

(Funded) (Unfunded) (Funded) (Unfunded)

Current service cost 113.73 51.50 102.88 47.27

Past service cost 26.51 - - 23.98

Interest cost 15.35 17.68 7.62 17.71

Remeasurements - (9.68) - (31.93)

Return on plan assets - - - -

Actuarial (gain) / loss - - - -

Expenses recognised in profit/loss (Refer Note Below) 155.59 59.50 110.50 57.03 Note : Gratuity expense of ` 141.19 lakhs has been recognised in Statement of Profit & Loss and ` 14.40 Lakhs in R&D expenditure

e) Components of expenses recognised in the other comprehensive income in respect of:


Gratuity Earned leave Gratuity Earned leave (Funded) (Unfunded) (Funded) (Unfunded)

Actuarial (gains) / losses

- changes in demographic assumptions - - - -

- changes in financial assumptions (22.61) (3.35) 25.83 27.88

- experience variance 26.48 (6.34) (13.03) (59.82)

Return on plan assets, excluding amount recognised in net interest expense

(10.35) - (2.75) -

Component of defined benefit costs recognised in other comprehensive income

(6.48) (9.68) 10.05 (31.93)

Note:

(i) The current service cost and the interest expense for the year are included in the ‘Employee benefits expense’ in the profitor loss.

(ii) The remeasurement of the net defined benefit liability is included in other comprehensive income



86

f) Changes in the fair value of the plan assets are as follows:

As at March 31, 2018 As at March 31, 2017 As at April 01, 2016 Gratuity Earned leave Gratuity Earned leave Gratuity Earned leave

(Funded) (Unfunded) (Funded) (Unfunded) (Funded) (Unfunded) Fair value of plan assets at the beginning

661.14 - 633.53 - 478.01 -

Add: Investment income 46.28 - 48.78 - 37.28 -

Add: Expected return on plan assets

10.35 - 2.75 - 5.93 -

Add: Employer's Contribution 216.01 - 0.29 - 128.08 -

Add: Employee's Contribution - - - - - -

Less: Benefits paid (30.65) - (24.22) - (15.77) -

Add: Actuarial gains / (losses) on the plan assets

- - - - - -

Fair value of plan assets at the end

903.13 - 661.14 - 633.53 -

g) The principal assumptions used for the purpose of the actuarial valuations were as follows:


(Funded) (Unfunded) (Funded) (Unfunded) (Funded) (Unfunded) Economic assumptions1 Discount rate 7.50% 7.50% 7.00% 7.00% 7.70% 7.70%

2 Rate of increase in compensation levels

10.00% 10.00% 10.00% 10.00% 10.00% 10.00%

Demographic assumptions1 Expected average

remaining working lives of employees (years)

23.78 23.78 24.28 24.22 26.7 26.63

2 Retirement Age (years) 58 58 58 58 58 58

3 Mortality Rate Indian Assured Lives Mortality (2006-08) (modified) ultimate

Indian Assured Lives Mortality (2006-08) (modified) ultimate


Withdrawal Rate1 Ages up to 30 Years 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%

2 Ages from 30-44 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%

3 Above 44 years 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

h) Net (assets) / liabilities recognized in the Balance Sheet and experience adjustments on actuarial gain / (loss) for benefitobligation and plan assets.


(Funded) (Unfunded) (Funded) (Unfunded) (Funded) (Unfunded)

Present value of obligation 1,055.52 286.30 880.43 252.59 732.56 229.94

Fair value of plan assets 903.13 - 661.14 - 633.53 -

Net (assets) / liability 152.39 286.30 219.29 252.59 99.02 229.94

Classification into long term and short term:- Classified as long term - 205.17 - 171.46 - 148.42

- Classified as short term 152.39 81.13 219.29 81.13 99.02 81.52

Total 152.39 286.30 219.29 252.59 99.02 229.94



87

i) A quantitative sensitivity analysis for significant assumption is as shown below:

Significant actuarial assumption for the determination of defined obligation are discount rate, expected salary growth rate, attritionrate and mortality rate. The sensitivity analysis below have been determined based on reasonably possible changes in respective assumption occurring at the end of reporting period, while holding all other assumptions constant.

As at March 31, 2018 As at March 31, 2017 As at April 01, 2016 Gratuity Earned leave Gratuity Earned leave Gratuity Earned leave (Funded) (Unfunded) (Funded) (Unfunded) (Funded) (Unfunded)

A. Discount rateEffect on defined benefitobligation due to 1% increase inDiscount Rate

(42.40) (6.40) (36.43) (6.17) (29.99) (5.33)

Effect on defined benefit obligation due to 1% decrease in Discount Rate

46.23 6.79 39.79 6.55 32.74 5.66

B. Salary escalation rateEffect on defined benefitobligation due to 1% increase inSalary Escalation Rate

43.24 6.57 34.68 6.31 29.59 5.48

Effect on defined benefit obligation due to 1% decrease in Salary Escalation Rate

(40.68) (6.32) (33.40) (6.06) (28.31) (5.27)

C. Mortality rateEffect on defined benefitobligation due to 1% increase inmortality rate

- - - - - -

Effect on defined benefit obligation due to 1% decrease in mortality rate

- - - - - -

j) Maturity profile of defined benefit obligation is as follows:


(Funded) (Unfunded) (Funded) (Unfunded) (Funded) (Unfunded) 1 year 202.99 115.59 155.71 81.13 134.5 81.52

2 to 5 years 492.51 128.98 415.75 132.04 344.6 115.18

More than 5 years 360.02 41.73 308.97 39.42 253.5 33.24

k) Enterprise best estimate of contribution during next year is ` 127.85 lakhs.

Note 36 : Related party transactions

a) List of related parties:

Name of the Related Party Relationshipa) Relan Industrial Finance Ltd. Associate Companies

b) Bharat Seats Ltd.

a) Toyo Sharda India (P) Ltd. Joint Ventures

b) Toyota Boshoku Relan India (P) Ltd.

a) Mr. Kishan N Parikh (Chairman) Key Managerial Personnel

b) Mr.Narinder Dev Relan (Co-Chairman)(upto June 02, 2016)

c) Mrs.Sharda Relan (Whole Time Director)(w.e.f. August 10, 2016)

d) Mr.Ajay Relan (Managing Director)

e) Mr. Bireswar Mitra (Executive Director)

f) Mr. Ram Prakash Chowdhary (Director)

g) Mr. Ashok Kumar Bhattacharya (Director)

h) Mr. Satindar Kumar Lambah (Director)

i) Mr. Pradeep Rastogi (President - Legal & CFO)(upto August 10, 2016)

j) Mr. Vivek Bhatia ( CFO) (w.e.f. August 10, 2016)

k) Mr. Nitin Vishnoi (Company Secretary)



88

Name of the Related Party Relationshipa) Mr.Rohit Relan (Son of Whole Time Director) Relatives of Key Managerial Personnel

b) Mrs.Sharda Relan (Wife of Co-Chairman)(upto August 10, 2016)

c) Mrs.Mala Relan (Wife of Managing Director)

d) Mrs.Ritu Relan (Daughter-in-law of Whole Time Director)

e) Ms Aashita Relan (Daughter of Managing Director)

f) Mr.Aashim Relan (Son of Managing Director)

g) Mr.Rishabh Relan (Grand son of Whole Time Director)

h) Mr.Pranav Relan (Grand son of Whole Time Director)

i) Mr.Ayush Relan (Grand son of Whole Time Director)

a) Sharda Enterprises Enterprises over which Key Managerial Personnel are able to Exercise Significant Influence

b) N.D.Relan (HUF)

c) Ajay Relan (HUF)

d) Rohit Relan (HUF)

e) Sharda Auto Solutions Pvt. Ltd.

f) A.N.I Hospitality LLP

g) Progressive Engineering & Automation Pvt. Ltd.

h) Sharda CSR Foundation Trust

(Currency: ` in Lakhs except otherwise stated)

S. No.

Nature of Transactions Associate Companies

Enterprises over which Key Managerial Personnel are able to

Exercise significant influence

Key Management

Personnel

Relative of Key

Management Personnel

i) Sales during the Year

- Bharat Seats Ltd. 37,921.50 - - -

(36,644.77) (-) (-) (-)

ii) Loans taken during the year- N.D. Relan - - - -

(-) (-) (0.25) (-)

- Ajay Relan - - - -

(-) (-) (100.00) (-)

- Sharda Relan - - - -

(-) (-) (50.00) (-)

iii) Loan repaid during the Year- N.D. Relan - - - -

(-) (-) (25.78) (-)

- Ajay Relan - - 1,084.72 -

(-) (-) (1,108.33) (-)

- Rohit Relan - - - 1,986.62

(-) (-) (-) (268.20)

- Sharda Relan - - 33.70 -

(-) (-) (40.45) (-)

iv) Interest paid on loans during the Year- N.D. Relan - - - -

(-) (-) (0.43) (-)

- Ajay Relan - - 71.19 -

(-) (-) (174.06) (-)

- Rohit Relan - - - 22.13

(-) (-) (-) (200.24)


(-) (-) (3.54) (-)



89

v) Rent paid during the Year-Sharda Auto Solutions Pvt. Ltd. - - - -

(-) (11.70) (-) (-)

-Sharda Relan - - - -

(-) (-) (57.45) (-)

-Sharda Enterprises - 154.77 - -

(-) (151.69) (-) (-)

vi) Remuneration paid- N.D. Relan - - - -

(-) (-) (62.40) (-)

- Ajay Relan - - 506.05 -

(-) (-) (396.73) (-)

-Sharda Relan - - 463.60 -

(-) (-) (256.66) (-)

-B. Mitra - - 21.76 -

(-) (-) (18.20) (-)

vii) Salary Paid

-Pradeep Rastogi - - - -

(-) (-) (11.00) (-)

-Nitin Vishnoi - - 17.89 -

(-) (-) (17.15) (-)

-Mala Relan - - - 13.61

(-) (-) (-) (13.61)

-Vivek Bhatia - - 100.48 -

(-) (-) (59.70) (-)

-Aashim Relan - - - 128.60

(-) (-) (-) (48.93)

viii) Reimbursements of Expenses-Bireswar Mitra - - 4.69 -

(-) (-) (4.53) (-)


(-) (-) (6.70) (-)


(-) (-) (5.11) (-)

ix) Dividend Paid- Ajay Relan - - 240.50 -

(-) (-) (241.73) (-)

- Nitin Vishnoi - - 0.13 -

(-) (-) (0.13) (-)

-Bireswar Mitra - - 0.07 -

(-) (-) (0.06) (-)

-Rohit Relan - - - 53.60

(-) (-) (-) (53.60)


(-) (-) (-) (37.61)

-Ayush Relan - - - 10.78

(-) (-) (-) (13.00)

-Pranav Relan - - - 13.83

(-) (-) (-) (16.12)

-Rishabh Relan - - - 17.50

(-) (-) (-) (19.81)



90

-Mala Relan - - - 63.39

(-) (-) (-) (62.09)

-Ritu Relan - - - 92.82

(-) (-) (-) (92.82)

-Aashita Relan - - - 2.06

(-) (-) (-) (1.37)

-Ajay Relan(HUF) - 2.40 - -

(-) (2.40) (-) (-)

-ND Relan (HUF) - 3.75 - -

(-) (3.75) (-) (-)

-Rohit Relan (HUF) - 5.55 - -

(-) (5.55) (-) (-)

-RIFL 0.01 - - -

(0.07) (-) (-) (-)

x) Sitting Fees Paid

- Kishan N Parikh - - - 3.60

(-) (-) (-) (3.40)


(-) (-) (-) (0.80)


(-) (-) (-) (0.40)

-Ram Prakash Chowdhary - - - 2.60

(-) (-) (-) (2.40)

-Ashok Kumar Bhattacharya - - - 1.60

(-) (-) (-) (2.40)

-Satinder Kumar Lambah - - - 4.41

(-) (-) (-) (4.20)

xi) Sale of Fixed Assets-Bharat Seats Limited 185.44 - - -

(169.27) (-) (-) (-)

xii) CSR Expenditure paid-Sharda CSR Foundation Trust - 10.30 - -

(-) (-) (-) (-)

xiii) Expenses paid- A.N.I Hospitality LLP - 0.73 - -

(-) (1.28) (-) (-)

-Toyota Boshoku Relan India (P) Ltd. - - - -

(57.50) (-) (-) (-)

xiv) Advance Received from Customers-Bharat Seats Limited (Tooling Advance) - - - -

(228.62) (-) (-) (-)

xv) Purchases during the year

-Toyo Sharda India (P) Ltd. 545.35 - - -

(527.13) (-) (-) (-)

-Bharat Seats Limited 259.39 - - -

(-) (-) (-) (-)

xvi) Advance Adjusted-Bharat Seats Limited - - - -

(219.85) (-) (-) (-)



91

xvii) Dividend Received-Bharat Seats Limited 81.00 - - -

(81.00) (-) (-) (-)

xviii) Net Outstanding Balance payable as on 31.03.2018

-ND Relan - - - -

(-) (-) (-) (-)

(-) (-) (93.51) (-)

- Ajay Relan - - 161.16 -

(-) (-) (1,091.96) (-)

(-) (-) (2,153.17) (-)

-B.Mitra - - - -

(-) (-) (-) (-)

(-) (-) (1.11) (-)


(-) (-) (-) (-)

(-) (-) (1.58) (-)

-Nitin Vishnoi - - - -

(-) (-) (-) (-)

(-) (-) (0.96) (-)

-Rohit Relan - - - -

(-) (-) (-) (1,999.76)

(-) (-) (-) (2,272.87)


(-) (-) (33.91) (-)

(-) (-) (29.56) (-)

-Mala Relan - - - -

(-) (-) (-) (-)

(-) (-) (-) (0.61)

-Aashim Relan - - - -

(-) (-) (-) (-)

(-) (-) (-) (1.08)

xix) Balance Receivable as on 31.03.2018-Bharat Seats Limited 3,074.01 - - -

(3,312.76) (-) (-) (-)

(3,918.70) (-) (-) (-)

xx) Balance Payable as on 31.03.2018-Toyota Boshoku Relan India (P) Ltd. 98.85 - - -

(98.85) (-) (-) (-)

(46.49) (-) (-) (-)


(75.48) (-) (-) (-)

(43.24) (-) (-) (-)

Notes:

1) Figures in bracket represents figures of 31st March, 2017 and figures in Italics & Brackets represents figures of April 1,2016.

2) All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions.There have been no guarantees provided or received for any related party payables/receivables. No expenses has beenrecognized in the current year in respect of bad or doubtful debts/advances and further no specific provision for doubtfuldebts/advances has been made in respect of outstanding balances.



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Note 37: Operating Lease Arrangements

The Company has entered into operating lease arrangements for various lands and building. These arrangements are non-cancellable in nature and range between five to twenty years. Lease rental amounting to ̀ 304.34 lakhs (March 31, 2017: ̀ 275.31 lakhs) has been expensed out in Statement of Profit and Loss in note 30 as ‘Rent, Rates & Taxes’ under ‘Other expenses’. The future minimum lease commitments under non-cancellable operating leases are as under:



As At April 1, 2016

Not Later Than 1 year 129.00 174.82 242.67

Later than 1 year but not later than 5 years 337.00 346.02 551.06

More than 5 years 237.86 355.95 393.75

Total 703.85 876.79 1,187.48


Note 38: Financial and Derivative Instruments

No of Contracts


No of Contracts


No of Contracts

As At April 1, 2016

Foreign currency exposure hedged by derivative instruments

- - 2 1,988.38 2 3,478.66

Foreign currency exposure that are not hedged by derivative instruments (Sell)

- 1,032.76 - 1,289.01 - 714.95

Foreign currency exposure that are not hedged by derivative instruments (Buy)

- 1,675.42 - 1,594.09 - 1,316.52

i. Particulars of Unhedged ForeignCurrency Exposure as at BalanceSheet date :

As At March 31, 2018 As At March 31, 2017 As At April 1, 2016

Foreign Currency Exposure not hedged (Sell)

USD 15.88 lakhs 1,032.76 USD 18.17 lakhs 1,185.44 USD 10.77 lakhs 714.95

- EURO 0.75 lakhs

52.26 - -

- GBP 0.18 lakhs 14.95 - -

- AED 2.06 lakhs 36.36 - -

1,032.76 1,289.01 714.95

Foreign Currency Exposure not hedged (Buy)

USD 25.68 lakhs 1,670.05 USD 24.51 lakhs 1,589.46 USD 19.85 lakhs 1,316.52

EURO 0.06 lakhs

5.22 EURO 0.06 lakhs

4.48 - -

JPY 0.25 lakhs 0.15 JPY 0.25 lakhs 0.15 - -

1,675.42 1,594.09 1,316.52

ii. Particulars of hedged ForeignCurrency Exposure as at BalanceSheet date :


- CTBC ECB Loan US$ 60 lakhs - - USD 28.00 lakhs 1,815.48 USD 48.00 lakhs 2,988.00

- CITI Bank ECB Loan US$ 20 lakhs - - USD 2.67 lakhs 172.90 USD 8.00 lakhs 490.66

- 1,988.38 3,478.66

Note 39 : Segment Information

1. In line with the provision of Ind AS 108- Operating Segments and on the basis of review of operations being done by the boardof directors of the Company (which has been identified as the Chief Operating Decision Maker (CODM) who evaluates theCompany’s performance, allocates resources based on the analysis of the various performance indicator of the Company as asingle unit), the operations of the Company falls under manufacturing & trading of auto component parts, which is considered tobe the only reportable segment.

2. Major Customer: Revenue from 3 customers of the Company’s manufacturing & trading business are ` 92,878.58 lakhs (March31, 2017 ` 91,395.60 lakhs) which is more than 10 percent of the Company’s total revenue. No other single customer contributed 10% or more to the Company’s revenue for both March 31, 2018 and March 31, 2017.



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Note 40 : Financial instruments - fair values and risk management

40.1 Financial instruments by category and fair values

As at March 31, 2018 As at March 31, 2017 As at April 01, 2016

FVTPL FVOCI Amortised cost



Financial assets

Non-current

Investments in equity instrument * - - 1.75 - - 0.57 - - -

Investment in others - - - - - - 1.01 - -

Other financial assets

- Security deposits - - 279.70 - - 220.33 - - 193.36

- Deposits with original maturity of more than 12 months

- - 5.00 - - 5.00 - - 5.00

- Interest accrued on fixed deposits - - - - - 0.05 - - -

- Options, cross currency and interest rate swap contract not designated in hedge accounting relationships

- - - - - - 269.50 - -

Current

Investments in mutual fund 10,407.08 - - 7,796.54 - - 2,897.98 - -

Trade receivables - - 12,240.73 - - 10,806.98 - - 10,012.73

Cash and cash equivalents - - 2,200.73 - - 582.36 - - 251.79

Bank balances other than above - - 5,170.17 - - 5,403.83 - - 3,446.92


- Security deposits - - - - - - - - -

- Staff advance - - 25.72 - - 10.57 - - 18.66

- Interest accrued on fixed deposits - - 125.36 - - 146.62 - - 114.90

- Interest accrued on others - - 0.57 - - 2.73 - - -

- Receivable from related parties - - 8.62 - - 8.62 - - 8.62


- - - 111.36 - - - - -

- Other receivables - - - - - 951.38 - - -

Total 10,407.08 - 20,058.35 7,907.90 - 17,187.66 3,168.49 - 14,051.98


Non-current

Borrowings - - - - - 1,118.42 - - 1,859.46

Other financial liabilities - - - - - - - - -

Current

Borrowings - - - - - 2,804.41 - - 8,447.75

Trade payables - - 18,291.78 - - 16,401.75 - - 12,552.03

Other financial liabilities

- Current maturity of long term borrowing - - - - - 1,974.34 - - 1,572.11

- Interest accrued - - - - - 46.63 - - 101.24

- Unpaid dividend - - 41.96 - - 45.63 - - 45.91

- Security deposit - - 37.05 - - 41.28 - - 41.73

- Capital creditors - - 437.28 - - 312.98 - - 492.02

Total - - 18,808.08 - - 22,745.44 - - 25,112.25

* Investment value excludes investment in associates of ` 139 lakhs (March 31, 2017 : ` 139 lakhs and April 01, 2016: ` 139 lakhs)and investment in joint ventures of ` 75.50 lakhs (March 31, 2017 : ` 75.50 lakhs and April 01, 2016 : ` 75.50 lakhs), which are shownat cost in balance sheet as per Ind AS 27 : Financial Statements.

Note: The directors consider that the carrying amounts of investments in equity shares of other and in trust, which have been recognised in the financial statements, as approximate their fair values.



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Financial assets and liabilities measured at fair value - recurring fair value measurements (refer note 3.12)




Financial assets

Level 1 - - -

Level 2

- Financial instruments at FVTPL: Options, crosscurrency and interest rate swap contract

- 111.36 269.50

- Financial instruments at FVTPL: Investments inmutual fund

10,407.08 7,796.54 2,897.98

Level 3

- Financial instruments at FVTPL: Investment inother

- - 1.01

Total financial assets 10,407.08 7,907.90 3,168.49

40.2 Measurement of fair value

Level 1: Quoted prices in the active market. This level of hierarchy includes financial assets that are measured by reference to quoted prices in the active market.

Level 2: Valuation techniques with observable inputs. This level of hierarchy includes items measured using inputs other than quoted prices included within Level 1 that are observable for such items, either directly or indirectly. This level of hierarchy consists of options, cross currency and interest rate swap contract & investments in mutual funds.

Level 3: Valuation techniques with unobservable inputs. This level of hierarchy includes items measured using inputs that are not based on observable market data (unobservable inputs). Fair value determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instruments nor based on available market data. The main item in this category are investments in unquoted equity instruments and other investment.

There have been no transfers between Level 1 and Level 2 during the period.

The fair value of the financial assets are determined at the amount that would be received to sell an asset in an orderly transaction between market participants. The following methods and assumptions were used to estimate the fair values:

(i) Investments in mutual funds: Fair value is determined by reference to quotes, i.e. net asset value (NAV) for investmentsin mutual funds as declared.

(ii) Derivative contracts: The Company has entered into variety of foreign currency Options and interest rate swap contract to manage its exposure to fluctuations in foreign exchange rates and interest risk. These financial exposures are managed inaccordance with the Company’s risk management policies and procedures. Fair value of derivative financial instrumentsare determined using valuation techniques based on information derived from observable market data.

(iii) Unquoted equity and other investments: Fair value of same has not been derived as in the opinion of directors thecarrying amounts of these investments approximate their fair values.

(iv) Fair value of cash and cash equivalents, trade receivables, other current financial assets, trade payables, other currentfinancial liabilities approximate their carrying amount, largely due to the short-term nature of these instruments.

(v) Interest rates on long-term borrowings are equivalent to the market rate of interest. Accordingly, the carrying value of such long-term debt approximates fair value.

(vi) Fair value of all other non-current financial assets have not been disclosed as the change from carrying amount is notsignificant, as the discount rate has not changed significantly.

Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the Company and in case of financial asset is the average market rate of similar credit rated instrument. The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

40.3 Capital management

The Company’s policy is to maintain a strong capital base so as to maintain confidence of investors, bankers, customers and vendors and to sustain future development of the business. The management monitors the return on capital and also monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total liabilities, comprising borrowings less cash and cash equivalents. Equity comprises all components of equity.



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The Company’s adjusted net debt to equity ratio was as follows:

March 31, 2018 March 31, 2017 April 01, 2016Total liabilities 23,177.53 26,629.18 28,749.41

Less: Cash and Cash equivalents 2,200.73 582.36 251.79

Adjusted net debt 20,976.80 26,046.82 28,497.63

Total equity 35,502.76 28,532.10 23,757.82

Adjusted net debt to equity ratio 0.59 0.91 1.20

40.4 Financial risk management

The Company has exposure to the following risks arising from financial instruments: - Market risk- Credit risk- Liquidity risk

Risk management framework:

The Company’s principal financial liabilities other than derivatives comprise trade and other payables, borrowings, employees related payables, interest accrued, unpaid dividend, security deposit, capital creditors and others. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations.

The Company’s principal financial assets includes Investment in mutual funds, security deposits, trade receivables, cash and cash equivalents, deposits with banks, interest accrued in deposits, receivables from related and other parties and interest accrued thereon.

The Company’s senior level management assess these risks and is supported by Treasury department that advises on the appropriate financial risk governance framework.

All derivative activities for risk management purposes are carried out in line with the policy duly approved by board of directors. The execution of the policy is done by treasury deaprtment which has appropriate skills, experience and supervision. The policy provides that the Company should hedge through prescribed instruments to cover all possible risks of foreign currency outstanding after considering the natural hedge available and customer arrangements. It also prohibits any hedging for speculative transactions.

A. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates - will affect the Company’s financialposition or the value of its holdings of financial instruments. The objective of market risk management is to manage and controlmarket risk exposure within acceptable parameters, while optimizing the return. The Company uses derivatives to managemarket risks. All such transactions are carried out within the guidelines set by the Company.

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales andpurchases are denominated and functional currency of the Company, i.e. INR (`). The currencies in which these transactionsare primarily denominated are US dollar. The Company uses options, cross currency and interest rate swap contracts to hedgeits currency risk on borrowings as per the approved policy of the Company. The Company’s policy is to ensure that its netexposure is kept to an acceptable level by buying or selling foreign currencies at spot rate when necessary to address shortterm imbalances. However, the Company has not designated these derivatives as hedge relationship.

Exposure to currency risk:

(Amount in Lakhs except otherwise specified)

March 31, 2018 USD EURO GBP AED JPY

Foreign currency exposure not hedged (Sell) 15.88 - - - -

Foreign currency exposure not hedged (Buy) 25.68 0.06 - - 0.25

Derivative contract outstanding - - - - -


Foreign currency exposure not hedged (Sell) 18.17 0.75 0.18 2.06 -


Derivative contract outstanding 30.67 - - - -

April 01, 2016 USD EURO GBP AED JPY


Foreign currency exposure not hedged (Buy) 19.85 - - - -




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Sensitivity analysis:

A reasonably possible strengthening (weakening) of USD against INR (`) at the end of the year, would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amount shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

(Profit) / Loss March 31, 2018 Strengthening Weakening USD (5% movement) (31.86) 31.86

EUR (5% movement) (0.26) 0.26

JPY (5% movement) (0.01) 0.01

March 31, 2017

USD (5% movement) (20.20) 20.20

EUR (5% movement) 2.39 (2.39)

GBP (5% movement) 0.75 (0.75)

JPY (5% movement) (0.01) 0.01

AED (5% movement) 1.82 (1.82)

April 01, 2016USD (5% movement) (30.08) 30.08

USD: US Dollar, EUR: Euro, GBP: Great Britain Pound, JPY: Japan Yen and AED: United Arab Emirates Dirham

B. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet itscontractual obligations, and arises principally from the Company’s receivable from customers, foreign exchange transactions,deposits with banks and other financial instruments. The carrying amount of financial assets represent the maximum credit riskexposure.

i) Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However,management also considers the factors that may influence the credit risk of its customer base, including the default riskassociated with the industry and country in which customers operate.

The Company primarily has the exposure from following type of customer:

- Original equipment manufacturers (OEMs)

Company has established a policy under which each new OEMs are analysed individually for creditworthiness before goods are sold to them. The Company’s review includes due diligence by analysing financial statements, industry information, promoter’s background and in some cases bank references. In case of sales, the Company has limited its credit exposure to OEMs and dealers by providing a maximum payment period up to 60 days.

The Company’s expected probability of default is nil and all major payments are received on due dates without any significant delays.

The ageing analysis of trade receivables as of the reporting date is as follows:

Particulars Neither past due nor impaired

Upto 180 days More than 180 days

Total

Trade Receivables as of April 01, 2016 - 10,012.73 - 10,012.73

Trade Receivables as of March 31, 2017 - 10,806.98 - 10,806.98

Trade Receivables as of March 31, 2018 - 12,240.73 - 12,240.73

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivables, loans and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, their geographical location, industry and existence of previous financial difficulties.

The impairment provisions for financial assets disclosed are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

However,Company need not required to provide for any risk allowance on account of trade receivable being bad and not recoverable as the amount of outstanding pertaining to trade receivables which exceeds the credit period allowed by the Company is less than 2% of the total outstanding from them.



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ii) Financial assets

The Company’s exposure to credit risk for financial assets is as follows:

As at March 31, 2018


As at April 01, 2016

Investments 10,623.33 8,011.61 3,113.49

Security deposits 279.70 220.33 193.36

Deposit with original maturity of more than 12 months

5.00 5.00 5.00

Interest accrued 125.36 146.67 114.90


- 111.36 269.50

Staff Advance 25.72 10.57 18.66




Total 11,068.30 9,468.27 3,723.53

C. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilitiesthat are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, asfar as possible, that it will have sufficient liquidity to meet its liabilities, when they are due, under both normal and stressedconditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s primary sources of liquidity include cash deposits,short term investments in mutual funds, borrowings, undrawn committed credit facilities and cash flow from operating activities. The Company seeks to increase income from its existingoperations by maintaining quality standards for its goods and services while reducing the related costs and by controllingoperating expenses.

Consequently, the Company believes its revenue, along with proceeds from financing activities will continue to provide thenecessary funds to cover its short term liquidity needs. In addition, the Company projects cash flows and considering thelevel of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatoryrequirements and maintaining debt financing plans. However, material changes in the factors described above may adverselyaffect the Company’s net cash flows.

As on March 31, 2018, Company doesn’t have any outstanding borrowings

Exposure to liquidity risk:

The following are the remaining undiscounted contractual maturities of financial liabilities including interest at the reporting date:

March 31, 2018 Contractual cash flow Carrying

amount Total Less than 1

year 1-5 years More than 5

years

Non derivative financial liabilitiesBorrowings - -

Interest accrued - - - - -

Capital creditors 437.28 437.28 437.28 - -

Trade payables 18,291.78 18,291.78 18,291.78 - -

Unpaid dividends 41.96 41.96 41.96 - -

Security deposit 37.05 37.05 37.05 - -

18,808.08 18,808.08 18,808.08 - -

Derivative financial liabilitiesOptions, cross currency and interest rate swap-ECB Loan

- - - - -

- - - - -



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years

Non derivative financial liabilitiesBorrowings 3,922.83 3,922.83 2,804.41 1,118.42 -

Interest accrued 46.63 46.63 46.63 - -


Trade payables 16,401.75 16,401.75 16,401.75 - -



20,771.10 20,771.10 19,652.68 1,118.42 -


1,974.34 1,974.34 1,974.34 - -

1,974.34 1,974.34 1,974.34 - -

April 01, 2016 Contractual cash flow Carrying



years

Non derivative financial liabilitiesBorrowings 8,447.75 8,447.75 8,447.75 - -



Trade payables 12,552.03 12,552.03 12,552.03 - -



21,680.68 21,680.68 21,680.68 - -


3,431.57 3,431.57 1,572.11 1,859.46

3,431.57 3,431.57 1,572.11 1,859.46 -

Note 41: First time adoption of Ind AS

As stated in note 2, the financial statements for the year ended March 31, 2018 would be the first annual financial statements prepared in accordance with Ind AS. For year up to and including the year ended March 31, 2017, the Company has prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013 and other relevant provisions of the Act (‘previous GAAP’).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ended March 31, 2018, together with the comparative period data as at and for the year ended March 31, 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at April 01, 2016, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 01, 2016 and the financial statements as at and for the year ended March 31, 2017.

Exemptions applied

The Company has prepared the opening balance sheet as per Ind AS as of April 01, 2016 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets and liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS and applying Ind AS in measurement of recognised assets and liabilities. However this principle is subject to certain exception and certain optional exemption availed by the Company. The Company has applied the following exemptions apart from mandatory exceptions in Ind AS 101:

a) Mandatory exceptions

i) Estimates

As per Ind AS 101, an entity’s estimates in accordance with Ind AS at the date of transition to Ind AS or as at the end of thecomparative period presented in the entity’s first Ind AS financial statements, as the case may be, should be consistent withestimates made for the same date in accordance with the I GAAP unless there is a objective evidence that those estimates were



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in error. However the estimates should be adjusted to reflect any differences in accounting policies. As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under I GAAP, those estimates should be made to reflect conditions that existed at the date of transition or at the end of comparative period, as the case may be.

The Company’s estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the financial statements that were not required under the I GAAP are as follows:

- Fair valuation of financial instruments carried at FVTPL.

- Determination of the discounted value for financial instruments carried at amortized cost

ii) Classification and measurement of financial assets:

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing ason the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost basedon facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, theCompany has determined the classification of financial assets based on facts and circumstances that exist on the date oftransition. Measurement of financial assets accounted at amortised cost has been done retrospectively except where the sameis impracticable.

b) Optional exemptions

i. Property, Plant and Equipment and Intangible Assets

As permitted by Ind AS 101 - First-time Adoption of Indian Accounting Standards, the Company has elected to continue withcarrying values under IGAAP for all items of Property, Plant and Equipment and intangible assets. The carrying values of property, plant and equipment and capital work in progress as aforesaid are after making adjustments relating to de-commissioningliabilities, if any.

ii. Determining whether an arrangement contains a lease

Ind AS 101 includes an optional exemption that permits an entity to apply the relevant requirements in Appendix C of Ind AS17 for determining whether an arrangement existing at the date of transition contains a lease by considering the facts andcircumstances existing at the date of transition (rather than at the inception of the arrangement). The Company has elected toavail of the above exemption.

iii. Investments in Joint Controlled Entities and Associates in separate financial statements

In accordance with Ind-AS transitional provisions, the Company opted to consider previous GAAP carrying value of investments as deemed cost on transition date for investments in Joint Ventures and Associates in separate financial statement.

c) Other Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The followingtable represents the reconciliations from previous GAAP to Ind AS

i. Reconciliation of Total Equity as at March 31, 2017 and April 1, 2016

Reference Note No.

March 31, 2017 April 1, 2016

Total Equity (shareholder's funds) as per Previous GAAP

28,216.77 23,066.66

Adjustments:

Financial Assets Measured as FVTPL 1 277.76 4.18

Derivative measured at MTM 2 111.36 269.50

Warranty Claim - 122.41 37.37

Deferred Revenue 10 (72.67) -

Impact of effective interest rate adjustment on borrowings

3 14.05 47.09

Proposed Dividend 4 - 447.31

Lease Equalisation Reserve 7 3.09 0.61

Prior Period Expense 9 - (3.67)

Other Ind AS Adjustments 11 (0.11) -

Deferred Tax Adjustments 12 (140.56) (111.23)

Total Adjustments 315.33 691.16

Total Equity (shareholder's funds) as per Ind AS 28,532.10 23,757.82



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ii. Reconciliation of Total Comprehensive Income for the year ended March 31, 2017

Reference Note No.

March 31, 2017

Net Profit as per Previous GAAP 5,597.42

Adjustments:Financial Assets Measured as FVTPL 1 273.58

Derivative measured at MTM 2 (158.13)

Warranty Claim - 85.04

Deferred Revenue 10 (72.67)

Impact of effective interest rate adjustment on borrowings 3 (33.06)

Lease Equalisation Reserve 7 2.49

Prior Period Expense 9 3.67

Remeasurement Impact of Retirement Benefits 5 10.05

Other Ind AS Adjustments 11 (0.11)

Deferred Tax Adjustments 12 (32.81)

Total Adjustments 78.05 Net Profit as per Ind AS 5,675.47 Other Comprehensive Income (net of tax) (6.57)

Total Comprehensive Income for the period under Ind AS 5,668.90

iii. Reconciliation of Statement of Cash Flow for the year ended March 31, 2017

Particulars Previous GAAP Effect of Transition to Ind AS

Ind AS

Net Cash flow from/(used in) operating activities 15,711.88 719.93 16,431.81

Net Cash flow from/(used in) investing activities (7,280.86) (1,129.16) (8,410.02)

Net Cash flow from/(used in) financing activities (8,100.75) 409.53 (7,691.22)

Net Increase/(Decrease) in cash and cash equivalents

330.27 0.30 330.57

Cash and Cash equivalents at the beginning of the period

251.79 - 251.79

Cash and Cash equivalents at the March 31, 2017 582.06 0.30 582.36

Notes to First Time Adoption:

1) Fair Value through profit & loss

Under previous GAAP, investments in long term equity instruments are shown at cost and tested for provision other thantemporary diminution. As per Ind AS 109, such investments are measured at fair value through profit & loss (FVTPL) andresultant gain/ (loss) is recognised in statement of profit & loss.

2) Mark to Market on derivative instruments

Under the previous GAAP, the premium or discount arising at the inception of forward contracts are amortised as an expensein statement of profit & loss. As per Ind AS 109, such derivative contracts are marked to market at reporting date and resultantgain/ (loss) is recognised in statement of profit & loss.

3) Effective interest rate adjustment on borrowings

As per Ind AS 109 requires transaction costs incurred towards origination of borrowings to be dedcuted from the carryingamount of borrowings on initial recognition. These costs are recognised in the statement of profit & loss over the tenure of theborrowings as part of finance cost by applying the effective interest method. Under previous GAAP, these transactions werecharged to statement of profit & loss on straight line basis over the period of loan.

4) Proposed Dividend

Under Previous GAAP, proposed dividends and related the dividend distribution tax are recognised as a provision in the yearto which they relate, irrespective of when they are declared. Under Ind AS, dividends and related dividend distribution tax arerecognised as a liability in the year in which it is approved by the shareholders in the Annual General Meeting of the Company.



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5) Retirement Benefits

Actuarial gain/(loss) - Under Previous GAAP, the actuarial gain/(loss) of defined benefit plans has been recognised in Statementof Profit and Loss as an exceptional item. Under Ind AS, the remeasurement gain/(loss) on net defined benefit plans is recognisedin Other Comprehensive Income net of tax.

6) Discounting of security deposits for leases

Under Previous GAAP, the security deposits for leases are accounted at an undiscounted value. Under Ind AS, the securitydeposits for leases have been recognised at discounted value and the difference between undiscounted and discounted valuehas been recognised as ‘Deferred lease rent’ which has been amortised over respective lease term as rent expense under‘other expenses’. The discounted value of the security deposits is increased over the period of lease term by recognising thenotional interest income under ‘other income’.

7) Lease Equalisation Reserve

Under Previous GAAP, lease payments are required to be recognised on a straight-line basis over the term of the lease. UnderInd AS, lease payments which are structured to increase in line with expected general inflation to compensate for the lessor’sexpected inflationary cost increases, are required to be recognised as an expense in line with its contractual term. Accordingly,the provision for scheduled increases on operating lease recognised under Previous GAAP has been written back under Ind AS.

8) Reclassification adjustment (Mat credit entitlement and excise duty)

MAT credit entitlement: Under previous GAAP, MAT credit entitlement was being shown separately under the head “Loans andAdvances” whereas under Ind AS, the same is required to be shown under the head “Deferred tax asset”.

Excise duty: Under previous GAAP, revenue form operations was shown net of excise duty, whereas as per Ind AS excise dutypaid should be presented as a separate line item under the head ‘Expenses’ on the face of the Statement of Profit and Loss.

9) Prior period expenses

Under previous GAAP, prior period items was required to be disclosed separately in the financial statements. However, as perInd AS, Company is required to adjust material prior period errors retrospectively by restating the comparative amounts for theearliest prior period presented. Further, where the amount of prior period pertains to the period before the earliest prior periodpresented, opening balances of the earliest period presented are to be restated.

10) Deferment of Revenue

Under Ind AS, Income from services including the associated selling cost is deferred over the respective years to which theypertain. Such income is recognised on straight line basis over the warranty period and the associated service claim cost isrecognised as an when incurred and no provision is recognised for warranty cost whereas under previous GAAP, provision forwarranty were made and revenue against the same had been recognised in full in the year of sale.

11) Other Ind AS Adjustments

Other adjustments include adjustments on various matters which have not been disclosed separately considering the materiality of the amounts involved.

12) Deferred Tax Adjustments

Retained earnings and statement of profit & loss has been adjusted consequent to the Ind AS transition adjustments withcorresponding imoact to deferred tax, wherever applicable.

Note 42: In view of the management, the current assets (financial & other) have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet.

Note 43: Events occurring after balance sheet date

There are no major events which has occurred after the balance sheet date.

Note 44: Figures have been rounded off to the nearest lakhs upto two decimal place except otherwise stated.

For and on behalf of the Board of Directors ofSharda Motor Industries Limited

(Kishan N. Parikh) (Sharda Relan) (Ajay Relan)Chairperson Co-Chairperson Managing DirectorDIN 00453209 DIN 00252181 DIN 00257584

Place of Signature: Nashik, Maharashtra (Vivek Bhatia) (Nitin Vishnoi)Date: May 26, 2018 President & CFO Company Secretary

M.No. 89846 M.No. F3632



102

INDEPENDENT AUDITOR’S REPORT To the Members of Sharda Motor Industries Limited

Report on the Consolidated lnd AS Financial Statements

We have audited the accompanying consolidated Ind AS financial statements of Sharda Motor Industries Limited (hereinafter referred to as “Parent”) and its associate companies and joint ventures, which comprise the Consolidated Balance Sheet as at March 31, 2018, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).

Management’s Responsibility for the Consolidated lnd AS Financial Statements

The Parent Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Parent Company including its associates and joint ventures in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. The respective Board of Directors of the Parent Company and of its associates and joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and of its associates and joint ventures and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the directors of the Parent, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated lnd AS financial statements based on our audit. In conducting, 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated lnd AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Parent’s preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Parent’s Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.

We believe that the audit evidence obtained by us and other auditor in terms of their report referred to in sub-paragraph (a) of the Other Matters paragraph below and the representation received from the management for companies un-audited referred to in sub-paragraph (b) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, including the Ind AS, of the consolidated state of affairs (financial position) of the Parent, its associates and joint ventures as at March 31, 2018, and their consolidated Profit (financial performance including other comprehensive income), their consolidated cash flows and consolidated statement of changes in equity for the year then ended.

Other Matters

a. The consolidated Ind AS financial statements include the Parent’s share of net profit of Rs.803.14 lakhs for the year ended March31, 2018, as considered in the consolidated Ind AS financial statements, in respect of one associate Company. These financialstatements have been audited by other auditor whose report have been furnished to us by the Management and our opinionon the consolidated financial statements, in so far as it relates to the amount and disclosures included in respect of aforesaidassociate, and our report in terms of Section 143 (3) of the Act, in so far as it relates to the aforesaid associate, is based solelyon the report of the other auditor.

b. The consolidated Ind AS financial statements include the Parent’s share of net profit of Rs.209.51 lakhs for the year ended March31, 2018, as considered in the consolidated Ind AS financial statements, in respect of one associate company and two jointventures, whose financial statements have not been audited by us. These financial statements are unaudited and have beenfurnished to us by the management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to theamounts and disclosures included in respect of one associate Company and two joint ventures and our report in terms of Section 143 (3) of the Act, insofar as it relates to the aforesaid one associate Company and two joint ventures, is based solely on suchunaudited financial statements.

Consolidated Financial Statements


103

c. The comparative financial information of the Parent and its associates and joint ventures for the year ended March 31, 2017and the transition date opening balance sheet as at April 01, 2016 included in these consolidated Ind AS financial statements,are based on the previously issued consolidated financial statements prepared in accordance with the Companies (AccountingStandards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated July 17, 2017 and May 27, 2016 respectively expressed an unmodified opinion on those consolidated financial statements,as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have beenaudited by us.

Our opinion on the consolidated financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters with respect to our reliance on the work done and the report of the other auditor and the financial statements certified by the management.

Report on Other Legal and Regulatory Requirements

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 of the aforesaid consolidated Ind AS financial statements;

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financialstatements have been kept so far as it appears from our examination of those books and records of the Parent and the report ofthe other auditor and representation received from the management for the entities un-audited;

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including other comprehensive income, theConsolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity dealt with by this Report are inagreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financialstatements.

(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards specifiedunder Section 133 of the Act, read with relevant rules issued thereunder;

(e) On the basis of written representations received from the directors of the Parent as on March 31, 2018, taken on record by theBoard of Directors of the Parent, and the report of the statutory auditor of its associate and on the basis of the representationreceived from the management in respect of one associate company and two joint ventures, none of the directors of the Parent,its associates and joint ventures is disqualified as on March 31, 2018 from being appointed as a director in terms of Section164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of Parent, associate companies and jointventures incorporated in India and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”;and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given tous:

i. On the basis of written representations received from the management of the Parent, the Parent does not have any pending litigations which would impact the consolidated financial position of the Parent, its associates and joint ventures. except forthe cases which are disclosed under Note 21.1 “Contingent Liabilities” in the consolidated Ind AS financial statements

ii. The Parent, its associates and joint ventures did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fundby the Parent, associate companies and joint ventures incorporated in India.

For Gupta Vigg & Co.Chartered AccountantsFirm‟s Registration Number: 001393N


Place of Signature: Nashik, MaharashtraDate: May 26, 2018



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Annexure ‘A’ To the Independent Auditors’ Report of even date on the Consolidated Financial Statement of Sharda Motor Industries Limited

(Referred to in paragraph 1(f) under “Report on Other Legal and Regulatory Requirements‟ section of our report of even date to the Members of Sharda Motor Industries Limited)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and for the year ended March 31, 2018, we have audited the internal financial controls over financial reporting of Sharda Motor Industries Limited (hereinafter referred to as “Parent”) and its associate companies and joint ventures, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Parent and its associate companies and joint ventures, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAl’). These responsibilities 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 respective Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of 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 audit of Internal 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 internal 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 obtaining 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 internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the representation received from the management for companies un-audited referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company‟s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements 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 unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the Ind AS 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 internal 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.

Opinion

In our opinion to the best of our information and according to the explanations given to us and based on the management representation for companies un-audited referred to in the Other Matters paragraph below, the Parent, its associate companies and joint ventures, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on “the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”.



105

Other Matter

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to one associate company, which is company incorporated in India is based solely on the corresponding report of the other auditor and one associate company and two joint ventures which are companies incorporated in India, is based solely on the representation received from the management for such companies. Our opinion is not modified in respect of this matter.

For Gupta Vigg & Co.Chartered AccountantsFirm‟s Registration Number: 001393N


Place of Signature: Nashik, MaharashtraDate: May 26, 2018



106

Consolidated Balance Sheet as at March 31, 2018(Currency : ` in Lakhs except otherwise specified)

Particulars Note No




I. AssetsNon-current assets(a) Property, plant and equipment 4 17,472.11 19,551.16 23,023.46 (b) Capital work in progress 5 36.28 71.25 385.87 (c) Other Intangible assets 6 440.00 864.36 1,241.26 (d) Financial assets

(i) Investments 7 3,165.87 2,233.04 1,844.66 (ii) Other financial assets 8 284.70 225.38 467.86

(e) Non-current tax asset (net) 9 50.06 86.13 379.18 (f) Other non-current assets 10 872.18 498.31 750.67

Total non-current assets 22,321.20 23,529.63 28,092.96

Current assets(a) Inventories 11 8,562.04 7,183.69 8,274.17 (b) Financial assets

(i) Investments 7 10,407.08 7,796.54 2,897.98 (ii) Trade receivables 12 12,240.73 10,806.98 10,012.73 (iii) Cash and cash equivalents 13 2,200.73 582.36 251.79 (iv) Bank balances other than (iii) above 14 5,170.17 5,403.83 3,446.92 (v) Other financial assets 8 160.27 1,231.28 142.18

(c) Other current assets 10 548.11 625.95 1,017.65 (d) Asset held for sale 31(ii) 19.58 18.99 -

Total current assets 39,308.71 33,649.62 26,043.42

Total assets 61,629.91 57,179.25 54,136.38 II. Equity And Liabilities

Equity(a) Equity share capital 15 594.63 594.63 594.63 (b) Other equity 16 37,857.76 29,955.46 24,792.34 Total equity 38,452.39 30,550.09 25,386.97 LiabilitiesNon- current liabilities(a) Financial liabilities

(i) Borrowings 17 - 1,118.42 1,859.46 (b) Provisions 21 205.17 171.46 148.42 (c) Deferred tax liability (net) 33 781.02 1,039.07 1,154.04 (d) Other non-current liabilities 20 218.26 235.77 200.45 Total non- current liabilities 1,204.45 2,564.72 3,362.37

Current liabilities(a) Financial liabilities

(i) Borrowings 17 - 2,804.41 8,447.75 (ii) Trade payables 18

- Total outstanding dues to micro and smallenterprises

- - -

- Total outstanding dues to parties other than micro and small enterprises

18,291.78 16,401.73 12,552.03

(iii) Other financial liabilities 19 516.29 2,420.86 2,253.01 (b) Other current liabilities 20 2,931.49 2,137.02 1,953.71 (c) Provisions 21 233.52 300.42 180.54 Total current liabilities 21,973.07 24,064.44 25,387.05 Total liabilities 23,177.52 26,629.16 28,749.42

Total equity and liabilities 61,629.91 57,179.25 54,136.38 Summary of Significant Accounting Policies 3






107

Consolidated Statement of profit and loss for year ended March 31, 2018(Currency : ` in Lakhs except otherwise specified)

Particulars Note No.

For the year endedMarch 31, 2018


I Revenue from operations 22 120,425.88 122,538.86 II Other income 23 1,699.30 1,304.78 III Total income (I+II) 122,125.18 123,843.64 IV Expenses

(a) Cost of materials consumed 24 73,125.90 66,231.84 (b) Purchases of stock-in-trade 25 6,060.51 5,189.74 (c) Changes in inventories of finished goods, work-in-progress

and stock in trade26 (231.00) 195.18

(d) Excise duty 4,881.31 18,350.35 (e) Employee benefits expense 27 8,203.22 7,282.78 (f) Finance costs 28 213.00 759.57 (g) Depreciation and amortization expense 29 4,377.89 4,979.38 (h) Other expenses 30 13,841.90 12,306.88 Total expenses 110,472.73 115,295.72

V Profit before exceptional items and tax (III-IV) 11,652.45 8,547.92

VI Exceptional Items 31 58.73 915.27

VII Profit before tax (V-VI) 11,593.72 7,632.65 VIII Tax expense: 32

(a) Current tax 4,088.59 2,677.43 (b) Deferred tax (274.89) (639.26)Total tax expense 3,813.70 2,038.17

IX Profit for the year before share of profit/(loss) of associates and joint ventures (VII-VIII)

7,780.02 5,594.48

X Share of profit/(loss) of associates (net of tax) 879.32 374.59 XI Share of profit/(loss) of joint ventures (net of tax) 137.78 120.49 XII Profit for the year (IX+X+XI) 8,797.12 6,089.56 XIII Other Comprehensive Income

(A) (i) Items that will not be reclassified to profit or loss- Re-measurement gains/ (losses) on defined benefitplans

(1.12) (12.42)

(ii) Income tax on items that will not be reclassified to profitor loss

0.90 3.73

(B) (i) Items that will be reclassified to profit or loss - - (ii) Income tax on items that will not be reclassified to profit or loss - - Total other comprehensive income for the year, net of tax (0.22) (8.69)

XIV Total comprehensive income for the year, net of tax (XII+XIII) 8,796.90 6,080.87 XV Earnings per share: (Face value ` 10 per share) 34

1) Basic (amount in `) 147.94 102.41 2) Diluted (amount in `) 147.94 102.41







108

Consolidated Statement of changes in equity for the year ended March 31, 2018(Currency : ` in Lakhs except otherwise specified)

A. Equity Share Capital Amount


Changes during the year -


Changes during the year -


B. Other Equity

Reserve & Surplus

Capital Reserve

General Reserve

Retained earnings

Other comprehensive

income-Remeasurement

of defined benefit obligation

Total

Balance as at April 01, 2016 0.20 21,025.68 3,764.26 2.20 24,792.34


Share of loss of a Joint venture brought forward - - (23.14) - (23.14)


Other comprehensive income for the year, net of tax - - - (8.69) (8.69)


Payment of Dividend - - (743.27) - (743.27)

Dividend Distribution Tax - - (151.33) - (151.33)




Other comprehensive income for the year, net of tax - - - (0.22) (0.22)


Payment of Dividend - - (743.23) (743.23)

Dividend Distribution Tax - - (151.33) (151.33)




As per our Audit Report of even date attachedFor Gupta Vigg & Co. For and on Behalf of Board of DirectorsChartered Accountants of Sharda Motor Industries LimitedFirm’s Registration Number 001393N





109

Consolidated Statement of cash flows for the year ended March 31, 2018(Currency : ` in Lakhs except otherwise specified)

PARTICULARS Note No.



A CASH FLOW FROM OPERATING ACTIVITIESProfit / (loss) before tax 11,593.72 7,632.65 Adjustments for:

Depreciation and amortization 4,377.89 4,979.38 Finance cost 213.00 759.57 Interest income (365.13) (381.88)Interest income under effective interest rate method on security deposits at amortised cost

(0.66) (0.61)

Dividend income (177.24) - Loss / (Gain) on sale of financial asset measured at Fair value through profit and loss (FVTPL)

(346.08) (164.42)

Pre- Operative Expenses Written Off - 738.87Diminution in value of asset held for sale 58.73 176.40Property, Plant and Equipment written off 16.90 - Provision for doubtful debts 2.51 - Amount written off (net) - (22.58)Loss / (Gain) on sale of property, plant and equipment (net) (352.18) (233.02)Fair value gain on investment in mutual fund designated at FVTPL (193.69) (269.58)Unrealized loss/(gain) on reinstatement of foreign exchange (net) (16.74) 9.54Fair value losses on derivatives not designated as hedged 111.36 158.13

Operating profit / (loss) before adjustments 14,922.39 13,382.45 Adjustments for:

Decrease/(increase) in inventories (1,378.35) 1,090.48 Decrease/(increase) in trade receivables (1,513.76) (794.25)Decrease/(increase) in other financial assets 989.61 (18.32)Decrease/(increase) in other assets 77.86 436.89 Increase in trade payables 1,883.20 3,840.16 Increase in other liabilities 776.97 218.60 Increase in other financial liabilities (115.59) (0.45)Increase/(decrease) in provisions (26.71) 132.86

Cash generated from operating activities 15,615.62 18,288.42 Taxes (paid) / refund (4,037.92) (1,856.61)Net cash from operating activities - (A) 11,577.70 16,431.81

B CASH FLOW FROM INVESTING ACTIVITIESAcquisition of property, plant and equipment including capital work-in-progress (2,520.70) (2,171.90)Acquisition of intangible assets including intangible assets under development (55.82) (116.40)Proceeds from sale of property, plant and equipment 761.27 822.26 Payments for purchase of investments (15,922.93) (8,400.64)Proceeds from sale of investments 13,931.96 3,063.41 Bank deposits (made) /realized 233.66 (1,956.91)Dividend received 177.24 - Interest received 388.61 350.16 Net cash used in investing activities - (B) (3,006.71) (8,410.02)

C CASH FLOW FROM FINANCING ACTIVITIESRepayment of borrowings (5,794.70) (5,982.14)Finance cost paid (259.63) (814.18)Dividend paid (including corporate dividend tax) (898.29) (894.90)Net cash from financing activities - (C) (6,952.62) (7,691.22)Net increase / (decrease) in cash and cash equivalents - (A+B+C) 1,618.37 330.57 Cash and cash equivalents at the beginning of the year 582.36 251.79 Cash and cash equivalents at the end of the year [refer note 13] 2,200.73 582.36

Note:i) The above cash flow statement has been prepared under the indirect method as

set out in the Ind AS-7-”Statement of cash flow”ii) Cash and cash equivalents consist of cash in hand and balances with scheduled

banks in current accounts or deposits with original maturity of three months or less (refer note 13).







110

Notes to Consolidated Financial Statements for the year Ended March 31, 2018Note 1: Group Information

Sharda Motor Industries Limited (“the Company”), its subsidiaries and its joint venture(Jointly reffered to as the “Group’ herein under) considered in these consolidated financial statements. The Company is primarily engaged in the manufacturing and assembly of Auto Components and White Goods Components. The Company serves as a ‘Tier I’ vendor for some of the major Automobiles and Electronics Original Equipment Manufacturers (OEMs). It has got a ‘State of Art’ manufacturing facilities across thirteen locations in seven states of India. The Company’s production range includes Exhaust Systems, Catalytic Convertors, Suspension Systems, Sheet Metal Components and Plastic parts for the Automotive and White Goods Industries. (For details refer Note-45)

Note 2: Basis of preparation of Financial statements

2.1 Statement of Compliance:

The Consolidated financial statements have been prepared as a going concern in accordance with Indian Accounting Standards (Ind AS) notified under the Section 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Upto the year ended 31st March, 2017, the Company prepared the Consolidated financial statements in accordance with the requirements of previous GAAP, which includes standards notified under the Companies (Accounting Standards) Rules, 2006 and other relevant provisions of the Act. These are the Company’s first Ind AS Consolidated financial statements. The date of transition to the Ind AS is April 01, 2016. The financial statements for the year ended 31st March, 2017 and the opening Balance Sheet as at 1st April, 2016 have been restated in accordance with Ind AS for comparative information. Reconciliations and explanations of the effect of the transition from Previous GAAP to Ind AS on the Company’s Balance Sheet, Statement of Profit and Loss and Statement of Cash Flows are provided in note 41.

The Consolidated financial statements were authorized for issue by the Company’s Board of Directors on May 26, 2018.

2.2 Basis of preparation and presentation:

The Consolidated financial statements have been prepared on the historical cost convention on accrual basis except for certain financial assets and liabilities (including derivative instruments) and net defined benefits (assets)/liability which are measured at fair value and fair value of the plan assets less present value of defined benefits obligations respectively at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange of goods or services.

The principal accounting policies are set out below.

2.3 Basis of consolidation and equity accounting:

i) Associates

An associate is an entity over which the Company has significant influence. Significant influence is the power to participatein the financial and operating policy decisions of the investee but is not control or joint control over those policies.Investments in associates are accounted for using the equity method of accounting (see note (iii) below), after initiallybeing recognised at cost.

(ii) Joint Ventures

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights tothe net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement,which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.Interests in joint ventures are accounted for using the equity method of accounting (see note(iii) below), after initially being recognised at cost in the consolidated balance sheet.

(iii) Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Company’s share of the post-acquisition profits or losses of the investee in profit and loss, and the Company’s shareof other comprehensive income of the investee in other comprehensive income. Dividends received or receivable fromassociates and joint ventures are recognised as a reduction in the carrying amount of the investment.

When the Company’s share of losses in equity-accounted investments equals or exceeds its interest in the entity,including any other unsecured long term receivables, the Company does not recognise further losses, unless it hasincurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the Company and its associates and joint ventures are eliminated to theextent of the Company’s interest in these entities. Unrealised losses are also eliminated unless the transaction providesevidence of an impairment of the asset transferred.

The carrying amount of equity accounted investments are tested for impairment.

(iv) To the extent possible, the consolidated financial statements have been prepared using uniform accounting policies forlike transactions and other events in similar circumstances and are presented to the extent possible, in the same manneras the Company’s individual financial statements. Inconsistency, if any, between the accounting policies of the associatesand joint ventures have been disclosed in the notes to accounts.



111

2.4 Going concern:

The board of directors have considered the financial position of the Company at March, 31 2018 and the projected cash flows and financial performance of the Company for at least twelve months from the date of approval of these Consolidated financial statements as well as planned cost and cash improvement actions, and believe that the plan for sustained profitability remains on course. The board of directors have taken actions to ensure that appropriate long-term cash resources are in place at the date of signing the accounts to fund the Company’s operations.

2.5 Use of estimates and judgements:

The preparation of Consolidated financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognised prospectively in current and future periods.

Judgements

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements:

- useful life of Property, plant and equipment

- useful life of Intangible assets

- provisions and contingent liabilities

- income taxes

- lease classification and judgement regarding whether an arrangement contain a lease

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending March 31, 2018:

- measurement of defined benefit obligations: key actuarial assumptions

- recognition and measurement of provision for warranties, provision for litigations and contingent liabilities: key assumptionsabout the likelihood and magnitude of an outflow of resources

- the liability for site restoration is measured on the basis of present estimated cost to decommission the asset, current inflationrate and discount rate.

2.6 Measurement of fair values:

A number of the Company’s accounting policies and disclosures require measurement of fair values, for both financial and non-financial assets and liabilities. The Company has an established control framework with respect to measurement of fair values. The directors are responsible for overseeing all significant fair value measurements, including Level 3 fair values. Directors regularly reviews significant unobservable inputs and valuation adjustments.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

- Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. asprices) or indirectly (i.e. derived from prices)

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirely in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the changes have occurred.

2.7 Operating cycle:

All assets and liabilities have been classified as current or non-current according to the Company’s operating cycle and other criteria set out in the Act. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as twelve months for the purpose of current and non-current classification of assets and liabilities.



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Note 3: Summary of Significant accounting policies

3.1 Revenue recognition and presentation:

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are inclusive of excise duty and net of returns, trade allowances, sales incentives, value added taxes.

The Company recognises revenue when the amount of revenue and its related cost can be reliably measured and it is probable that future economic benefits will flow to the entity and specific criteria in relation to significant risk and reward and degree of managerial involvement associated with ownership or effective control have been met for each of the Company’s activities as described below. The Company bases its estimates on historical results, taking into consideration the type of customer, the type of transactions and the specifics of each arrangement.

Sale of goods

Domestic sales are recognised on transfer of significant risk and rewards of ownership to customer, which takes place on dispatch of goods to the customers from factory. The sales are accounted for net of trade discount, sales tax and sales return. Export sales are recognized at the time of the clearance of goods and approval of Goverment authorities.

Sale includes revision in prices received from customers with retrospective effect.

Income from Services

Rendering of services is recognised under the proportionate completion method provided the consideration is reliably determinable and no significant uncertainty exists regarding the collection of the consideration.

Dividend and Interest Income

Dividend income from investments is recognised when the shareholders’ right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).

Interest income is recognised using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash receipts throughout the expected life of the financial instrument to the gross carrying amount of the financial asset.

3.2 Recognition of interest expense:

Interest expense is recognised using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts the estimated future cash payments throughout the expected life of the financial instrument to the amortised cost of the financial liability. In calculating interest expense, the effective interest rate is applied to the amortised cost of the liability.

3.3 Property, Plant and Equipment (PPE):

Items of PPE are measured at cost of acquisition or construction less accumulated depreciation and/or accumulated impairment loss, if any.

Cost of an item of PPE comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, if any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.

The cost of a self-constructed item of property, plant and equipment comprises the cost of materials and direct labour, any other costs directly attributable to bringing the item to working condition for its intended use, and estimated costs of dismantling and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Capital work in progress includes cost of property, plant and equipment (including related expenditure) under installation/under development as at the balance sheet date.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in the statement of profit or loss.

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

Transition to Ind AS: On transition to Ind AS, the Company has elected to continue with the carrying value of all its property, plant and equipment recognised as at April 1, 2016, measured as per the previous GAAP, and use that carrying value as the deemed cost of such property, plant and equipment.



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Depreciation: Depreciation is provided using the written down value based on useful life of the assets as prescribed in Schedule II of the Companies Act, 2013 and after retaining the residual value of 5% of the original cost of the asset in the said Schedule except in respect of the following cases, where useful life of assets is different than those prescribed in Schedule II .

Asset Estimated Useful Life (Years) Useful Life as per Companies Act, 2013 (Years)Plant & Machinery 20 15

Electrical Fittings 15 10

Tools & Dies 10 Not Specified

The residual value and useful life and method of depreciation of property, plant and equipment are reviewed at each financial year and adjusted prospectively, if appropriate.

Assets purchased during the year costing ` 5,000 or less are depreciated at the rate of 100%

3.4 Intangible assets:

Intangible assets comprise of computer software (which does not form an integral part of related hardware) ,Technical Know-How and Guidance Fee. Computer software which is acquired separately, is recognized initially at cost. Following initial recognition principle, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets under development include cost of assets under installation/under development as at the balance sheet date.

Subsequent costs are included in the assets’ carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably.

Transition to Ind AS: On transition to Ind AS, the Company has elected to continue with the carrying value of all its intangible assets recognized as at April 01, 2016, measured as per the previous GAAP, and use that carrying value as the deemed cost of such intangible assets.

Amortisation method and useful lives: Intangible assets other than Technical Know-How and Guidance Fee are amortized on a straight line basis over the estimated life of three years and Technical Know-How and Guidance Fee is amortised on straight line method over the estimated life of 6 years from the date of capitalisation.

3.5 Research & Development Costs:

a) The revenue expenditure on research and development is charged as an expense in the year in which it is incurred.However Expenditure on development activities, whereby research findings are applied to a future plan or design forthe production of new or substantially improved products and process and has got future benefits is capitalized. Suchcapitalization includes cost of materials, direct labour and an appropriate proportion of overheads that are directlyattributable to preparing the assets for its intended use.

b) Capitalized development expenditure is stated at cost less accumulated depreciation and impairment losses. Depreciation on such capital assets is followed in accordance with the Company’s Policy.

3.6 Borrowing costs:

Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalized as a part of cost of the asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets are deducted from the borrowing costs eligible for capitalisation.

3.7 Foreign currencies:

Functional and presentational currency

The Company’s financial statements are presented in Indian Rupees ( ` ) which is also the Company’s functional currency. Functional currency is the currency of the primary economic environment in which a Company operates and is normally the currency in which the Company primarily generates and expends cash. All the financial information presented in ` lakhs except where otherwise stated.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Company at the functional currency spot rate prevailing on the date when the transaction first qualifies for recognition. Exchange differences arising on foreign currency transactions settled during the year are recognised in profit or loss.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences on restatement/settlement of all monetary items are recognised in profit or loss.



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The Company has one branch office outside India whose financial statement are translated into Indian Rupees as if the transaction of the foreign operation were those of Company itself. Monetary assets and liabilities denominated in foreign currencies as at the Balance Sheet date are translated at year end rates. The resultant exchange differences are recognised in profit or loss. Non-monetary assets are recorded at the rates prevailing at the rates on the date of the transaction.

3.8 Inventories:

Raw material, Consumable Stores and spare parts are valued at lower of cost or net realizable value. Cost includes purchase price (excluding taxes which are subsequently recoverable by the enterprise from the Concerned revenue authorities), freight inwards and other expenditure incurred in bringing such inventories to their present location and condition. In determining the cost, FIFO method is used.

Work in progress, manufactured finished goods and traded goods are valued at lower of cost or net realizable value. The comparison of cost and net realizable value is made on an item by item basis. Cost of work in progress and manufactured finished goods is determined on FIFO basis and comprises direct material, cost of conversion and other costs incurred in bringing these inventories to their present location and condition.

Stock in Transit is valued at lower of cost or net realizable value. Scrap is valued at estimated net realizable value.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products.

3.9 Leases:Determining whether arrangement contains a lease

At inception of an arrangement, it is determined whether the arrangement is or contains a lease.

At inception or on reassessment of the arrangement that contains a lease, the payments and other consideration required by such an arrangement are separated into those for the lease and those for other elements on the basis of their relative fair values. If it is concluded for a finance lease that it is impracticable to separate payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. The liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the incremental borrowing rate.

Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Assets taken on finance lease are initially capitalised at fair value of the asset or present value of the minimum lease payments at the inception of the lease, whichever is lower. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to periods during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Assets held under lease

Leases of property, plant and equipment that transfer to the Company substantially all the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to similar owned assets.

Assets held under leases that do not transfer to the Company substantially all the risk and rewards of ownership (i.e. operating leases) are not recognised in the Company’s balance sheet.

Lease payments

Payments made under operating leases are recognised in statement of profit or loss on a straight line basis over the term of the lease unless such payment are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases. Lease incentives received are recognised as an integral part of the total lease expenses over the term of the lease. Minimum lease payments made under finance leases are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

3.10 Employee Benefits:

Short Term Employee Benefits

All employee benefits expected to be settled wholly within twelve months of rendering the service are classified as short-term employee benefits. When an employee has rendered service to the Company during an accounting period, the Company recognises the undiscounted amount of short-term employee benefits expected to be paid in exchange for that service as an expense unless another Ind AS requires or permits the inclusion of the benefits in the cost of an asset. Benefits such as salaries, wages and short-term compensated absences, bonus and ex-gratia etc. are recognised in statement of profit and loss in the period in which the employee renders the related service.

A liability is recognised for the amount expected to be paid after deducting any amount already paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably. If the amount already paid exceeds the undiscounted amount of the benefits, the Company recognises that excess as an asset /prepaid expense to the extent that the prepayment will lead to, for example, a reduction in future payments or a cash refund.



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Post-Employment Benefits

Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions to a statutory authority and will have no legal or constructive obligation to pay further amounts.

Retirement benefits in the form of Provident Fund and employee state insurance are a defined contribution scheme and contributions paid/payable towards these funds are recognised as an expense in the statement of profit and loss during the period in which the employee renders the related service. There are no other obligations other than the contribution payable to the respective trusts.

Defined benefit plan

The Company has Defined benefits plans namely Gratuity for employees. The gratuity fund are recognised by the income tax authorities and are administered through Company’s trusts where a policy with ‘Life Insurance Corporation of India’ has been taken to cover the gratuity liability of the employees. The difference between the actuarial valuation of the gratuity of employees at the year end and the balance of funds with Life Insurance Corporation of India is provided for as liability in the books.

The liability or asset recognised in the balance sheet in respect of gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in profit or loss.

Remeasurement of gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.

Other Long Term Employee Benefits

Liabilities for leave encashment / compensated absences which are not expected to be settled wholly within the operating cycle after the end of the period in which the employees render the related service are measured at the present value of the estimated future cash outflows which is expected to be paid using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period on Government bonds that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

3.11 Provisions, Contingent liabilities and contingent assets:

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

Litigations: Provision in respect of loss contingencies relating to claims, litigation, assessment, fines, penalties, etc. are recognised when it is probable that a liability has been incurred and the amount can be estimated reliably.

When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.

The expense relating to a provision is presented in the statement of profit and loss, net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. The unwinding of discount is recognised in the statement of profit and loss as a finance cost.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources would be required to settle the obligation, the provision is reversed.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly with in the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

Contingent assets are disclosed when there is a possible asset that arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly with in the control of the Company.



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3.12 Financial instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial asset and financial liabilities are initially measured at fair value. Transaction cost which are directly attributable to the acquisition or issue of financial instruments (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction cost directly attributable to the acquisition of financial assets financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Subsequently, financial instruments are measured according to the category in which they are classified.

(a) Financial Assets

All purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchasesor sales are purchases or sales of financial assets that require delivery of assets within the time frame established byregulation or convention in the market place.

All recognised financial assets are subsequently measured in their entirely at either amortised cost or fair value, dependingon the classification of the financial assets.

Classification of financial assets

Classification of financial assets depends on the nature and purpose of the financial assets and is determined at the timeof initial recognition.

The Company classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss),and

• those measured at amortised cost

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

A financial asset that meets the following two conditions is measured at amortised cost unless the asset is designated at fair value through profit or loss under the fair value option:

• Business model test : the objective of the Company’s business model is to hold the financial asset to collect thecontractual cash flows.

• Cash flow characteristic test : the contractual term of the financial asset give rise on specified dates to cash flows thatare solely payments of principal and interest on the principal amount outstanding.

A financial asset that meets the following two conditions is measured at fair value through other comprehensive income unless the asset is designated at fair value through profit or loss under the fair value option:

• Business model test : the financial asset is held within a business model whose objective is achieved by both collectingcash flows and selling financial assets.

• Cash flow characteristic test : the contractual term of the financial asset gives rise on specified dates to cash flows thatare solely payments of principal and interest on the principal amount outstanding.

All other financial assets are measured at fair value through profit or loss.

Investments in equity instrument at fair value through other comprehensive income (FVTOCI)

On initial recognition, the Company can make an irrevocable election (on an instrument by instrument basis) to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instrument. This election is not permitted if the equity instrument is held for trading. These elected investments are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains / losses arising from changes in fair value recognised in other comprehensive income. This cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.

The Company has an equity investment in an entity which is not held for trading. The Company has elected to measure this investment at amortised cost. Dividend, if any, on this investments is recognised in profit or loss.

Equity investment in associates and joint ventures

Investments representing equity interest in associates and joint ventures are carried at cost less any provision for impairment. Investments are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable.



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Financial assets at fair value through profit or loss (FVTPL)

Financial assets that do not meet the amortised cost criteria or fair value through other comprehensive income criteria are measured at fair value through profit or loss. A financial asset that meets the amortised cost criteria or fair value through other comprehensive income criteria may be designated as at fair value through profit or loss upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets and liabilities or recognising the gains or losses on them on different bases.

Investments in mutual funds are measured at fair value through profit and loss. Financial assets which are fair valued through profit or loss are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss.

Trade receivables

Impairment of financial assets

The Company assesses impairment based on expected credit losses (ECL) model to the following :

• financial assets measured at amortised cost

• financial assets measured at fair value through other comprehensive income

Expected credit loss are measured through a loss allowance at an amount equal to:

• the twelve month expected credit losses (expected credit losses that result from those default events on the financialinstruments that are possible within twelve months after the reporting date); or

• full life time expected credit losses (expected credit losses that result from all possible default events over the life of thefinancial instrument).

For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 18, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

Derecognition of financial assets

A financial asset is derecognised only when

• The Company has transferred the rights to receive cash flows from the financial asset or

• Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation topay the cash flows to one or more recipients.

Foreign exchange gains and losses:

The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the exchange rate at the end of each reporting period. For foreign currency denominated financial assets measured at amortised cost or fair value through profit or loss the exchange differences are recognised in profit or loss except for those which are designated as hedge instrument in a hedging relationship.

Further change in the carrying amount of investments in equity instruments at fair value through other comprehensive income relating to changes in foreign currency rates are recognised in other comprehensive income.

(b) Financial liabilities and equity instruments

Classification of debt or equity

Debt or equity instruments issued by the Company are classified as either financial liabilities or as equity in accordancewith the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of itsliabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.


All financial liabilities are subsequently measured at amortised cost using the effective interest rate method or at fair valuethrough profit or loss.

Trade and other payables

Trade and other payables represent liabilities for goods or services provided to the Company prior to the end of financialyear which are unpaid.

Borrowings

Borrowings are initially recognised at fair value, net of transaction cost incurred. Borrowings are subsequently measuredat amortised cost. Any difference between the proceeds (net of transaction cost) and the redemption amount is recognisedin profit or loss over the period of borrowings using the effective rate method.



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Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

Foreign exchange gains or losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in profit or loss.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the exchange rate at the end of the reporting period. For financial liabilities that are measured as at fair value through profit or loss, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired.

3.13 Derivative financial instruments:

The Company enters into foreign exchange forward contracts and certain other derivative financial instruments to manage its exposure to foreign exchange rate risks and commodity price risks.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument which is recognised in other comprehensive income (net of tax) and presented as a separate component of equity which is later reclassified to profit or loss when the hedge item affects profit or loss.

3.14 Taxes:

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profits. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences and incurred tax losses to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the income taxes are also recognised in other comprehensive income or directly in equity respectively.

3.15 Impairment of tangible and intangible assets:

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).



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Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.”

3.16 Operating segment:

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components, and for which discrete financial information is available. All operating segments’ operating results are reviewed regularly by the Company’s CODM to make decisions about resources to be allocated to the segments and assess their performance.

The operations of the Company falls under manufacturing & trading of auto component parts, which is considered to be the only reportable segment by the Company’s CODM.

3.17 Cash and cash equivalents:

For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash in hand, demand deposits held with banks, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

3.18 Dividends:

Final dividends on shares are recorded on the date of approval by the shareholders of the Company.

3.19 Assets Held for Sale:

Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale’ when all of the following criteria’s are met: (i) decision has been made to sell. (ii) the assets are available for immediate sale in its present condition. (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date.

Subsequently, such non-current assets and disposal groups classified as held for sale are measured at the lower of its carrying value and fair value less costs to sell. Non-current assets held for sale are not depreciated or amortised.

3.20 Earnings per share (EPS):

Basic earnings per share are calculated by dividing the net profit/ (loss) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earning per share is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year end, except where the results would be anti-dilutive.

3.21 Recent accounting pronouncements-Standards issued but not yet effective:

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

The amendment will come into force from April 1, 2018. The Company is evaluating the requirements of the amendment and its effect on the financial statements.

Ind AS 115- Revenue from Contract with Customers: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

• Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting periodpresented in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors.

• Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulativecatch - up approach) The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company is yet to decide the method of applicability and is evaluating the requirements of the amendment and its effect on the financial statements.

Modifications on Ind AS 102, have been issued by MCA, however the standard is not applicable to the Company.

Amendment to Ind AS 12 : The amendment to Ind AS 12 requires the entities to consider restriction in tax laws in sources of taxable profit against which entity may make deductions on reversal of deductible temporary difference (may or may not have arisen from same source) and also consider probable future taxable profit. The Company is evaluating the requirements and its impact on the financial statements.



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: Dis

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adju

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ing

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121

Dep

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1

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46

No

tes:

1.T

he C

ompa

ny h

as a

vaile

d th

e ex

empt

ion

avai

labl

e un

der

Ind

AS

101

, w

here

as t

he c

arry

ing

valu

e of

pro

pert

y, p

lant

and

equ

ipm

ent

has

been

car

ried

forw

arde

d at

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am

ount

as

dete

rmin

edun

der

the

prev

ious

GA

AP.

Con

side

ring

the

FAQ

iss

ued

by t

he I

CA

I, re

gard

ing

appl

icat

ion

of d

eem

ed c

ost,

the

Com

pany

has

dis

clos

ed t

he c

ost

as a

t A

pril

01,

2016

net

of

accu

mul

ated

depr

ecia

tion.

How

ever

, inf

orm

atio

n re

gard

ing

gros

s ca

rryi

ng a

mou

nt o

f ass

ets,

acc

umul

ated

dep

reci

atio

n ha

s be

en d

iscl

osed

by

the

Com

pany

sep

arat

ely

as fo

llow

s :

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ld

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d

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nd

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anks

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rial P

ark,

Pat

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ur C

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k M

anes

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istt

: Gur

gaon

and

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t exc

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ve c

harg

e on

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nt &

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hine

ry a

ndot

her m

ovab

le fi

xed

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ts p

urch

ased

out

of t

he p

roce

eds

from

EC

B lo

an fr

om C

itiba

nk N

.A.

(ii)

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t Exc

lusi

ve c

harg

e ov

er im

mov

able

ass

ets

at G

-20,

Sip

cot I

ndus

trial

Par

k, Ir

unga

ttu K

otta

i, Sr

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umbu

dur,

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heep

uram

Dis

t. Ta

miln

adu

and

first

exc

lusi

ve c

harg

e on

pla

nt &

mac

hine

ryan

d ot

her m

ovab

le fi

xed

asse

ts p

urch

ased

out

of t

he p

roce

eds

of E

CB

loan

from

CTB

C B

ank.

(iii)

Equ

itabl

e m

ortg

age

of le

aseh

old

land

and

bui

ldin

g, s

ituat

ed a

t P

lot

No.

4, S

ecto

r 31

, G

reat

er N

oida

Ind

ustr

ial D

evel

opm

ent A

rea,

U.P

. an

d hy

poth

ecat

ion

of m

ovab

le a

sset

s in

clud

ing

plan

t &

Mac

hine

ry in

favo

ur o

f Yes

Ban

k, K

otak

Mah

indr

a B

ank

Ltd

and

HD

FC

Ban

k fo

r th

eir

wor

king

cap

ital l

ende

rs.



122


Note 5 : Capital work In progress As At March 31, 2018



Building - 58.47 237.59

Plant & Machinery 36.28 12.78 54.32

Electrical Fittings - - 93.96

36.28 71.25 385.87

Notes:

1. On transition to Ind AS, the Company has elected to continue with the carrying value of all of its capital work in progressrecognised as at April 01, 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of thecapital work in progress.

Note 6 : Other Intangible assets Software Development

Technical Knowhow &

Guidance

Total

Gross Block(At deemed cost)As at April 01, 2016 10.01 1,179.31 1,189.32



As at March 31, 2017 12.15 1,179.31 1,191.46


Less: Disposals / adjustments during the year - 0.11 0.11

As at March 31, 2018 43.53 1,179.20 1,222.73




As at March 31, 2017 7.22 441.98 449.19


Less: On disposals / adjustments during the year - 0.11 0.11

As at March 31, 2018 16.92 863.36 880.27

Research & DevelopmentGross Block (At deemed cost)As at April 01, 2016 29.40 22.54 51.94



As at March 31, 2017 143.67 22.54 166.21


Less: Disposals / adjustments during the year - - -

As at March 31, 2018 168.12 22.54 190.66




As at March 31, 2017 22.63 21.48 44.11



As at March 31, 2018 70.57 22.54 93.10



123

Net book valueAs at March 31, 2018 124.16 315.84 440.00

As at March 31, 2017 125.97 738.39 864.36

As at April 01, 2016 39.41 1,201.85 1,241.26

Notes:

1. The Company has availed the exemption available under Ind AS 101, whereas the carrying value of Intangible assets has beencarried forwarded at the amount as determined under the previous GAAP. Considering the FAQ issued by the ICAI, regardingapplication of deemed cost, the Company has disclosed the cost as at April 01, 2016 net of accumulated depreciation. However,information regarding gross carrying amount of assets, accumulated depreciation has been disclosed by the Company separately as follows :


Technical Knowhow &

Guidance

Total

Gross carrying amount as at April 1, 2016 163.74 5,483.05 5,646.79

Accumulated amortization as at April 1, 2016 153.73 4,303.74 4,457.47

Net carrying amount as at April 1, 2016 10.01 1,179.31 1,189.32

Research & DevelopmentIntangible AssetsGross carrying amount as at April 1, 2016 322.19 128.88 451.07

Accumulated amortization as at April 1, 2016 292.79 106.35 399.13

Net carrying amount as at April 1, 2016 29.40 22.54 51.94

Note 7 : Investments As At March 31, 2018



NON-CURRENT

Investments measured at costIn equity shares of AssociatesQuoted, fully paid up

9,000,000 (March 31, 2017: 9,000,000 and April 01, 2016: 9,000,000) Equity Shares (including 4,500,000 (March 31, 2017: 4,500,000 and April 01, 2016: 4,500,000) bonus shares) of ` 2/- each of Bharat Seats Ltd

2,603.63 1,881.49 1,615.78

Unquoted, fully paid up

490,000 (March 31, 2017: 490,000 and April 01, 2016: 490,000) Equity shares of ` 10 each of Relan Industrial Finance Ltd.

259.81 189.13 163.42

In equity shares of Joint VenturesUnquoted, fully paid up

5,000 (March 31, 2017: 5,000 and April 01, 2016: 5,000) Equity shares of ` 10 each of Toyota Boshoku Relan India Pvt. Ltd.

0.60 1.15 -

750,000 (March 31, 2017: 750,000 and April 01, 2016: 750,000) Equity shares of ` 10 each of Toyo Sharda India Pvt. Ltd.

300.08 160.70 64.45

In equity shares of OtherUnquoted, fully paid up

17,500 (March 31, 2017: 5700 and April 01, 2016: Nil) Equity shares of ` 10 each of Windage Power Company Private Limited

1.75 0.57 -

Note: The Company has availed the exemption available under Ind AS 101,whereas on the date on transition as on April 01, 2016, the carrying value of investments has been carried forwarded at the amount as determined under the previous GAAP.

Consolidated Financial Statements(Currency : ` in Lakhs except otherwise specified)


124

Investments measured at fair value through profit or loss

In Trust- (Unquoted) - - 1.01

Total (A) 3,165.87 2,233.04 1,844.66

Aggregate value of unquoted investments 562.24 351.55 228.88

Aggregate value of quoted investments 2,603.63 1,881.49 1,615.78

Market value of quoted investments 15,444.00 6,430.50 3,240.00

Investment in two associates and two joint ventures are accounted for using the equity method in these consolidated financial statements.

Each of the two associates and two joint ventures are not individually material to the Group considering the contribution of these associates and joint ventures to the consolidated net asset of the Group.

Financial information of associates that are not individually material



Parent's share of profit or loss 879.32 374.59

Parent's share of total comprehensive income 879.32 374.59




Aggregate carrying amount of Parent's interest in these associates

2,863.43 2,070.62 1,779.20

Financial information of joint ventures that are not individually material



Parent's share of profit or loss 137.78 120.49

Parent's share of total comprehensive income 137.78 120.49




Aggregate carrying amount of Parent's interest in these joint ventures

300.68 161.85 64.45

Information about Associates & Joint Ventures

Name of the Company, Country of Incorporation, Principal Activities

Proportion (%) of equity interest




Associates

Bharat Seats Ltd, India, Manufacturing of Seating System 28.66 28.66 28.66

Relan Industrial Finance Ltd., India, Service provider of investments

47.12 47.12 47.12

Joint Ventures

Toyota Boshoku Relan India Pvt. Ltd., India, Manufacturing of Seating System

50.00 50.00 50.00

Toyo Sharda India Pvt. Ltd., India, Manufacturing of Seating System

50.00 50.00 50.00



125

CURRENT

Investment measured at fair value through profit or loss

Investment In Mutual Fund (Unquoted)- Nil ( March 31,2017: Nil and April 01, 2016 : 4,042.97)units of UTI -Liquid Cash Plan - Institutional Growth

- - 100.02

- Nil ( March 31,2017: Nil and April 01, 2016: 21,726.73)units of Reliance Liquid Fund - Treasury Plan -GrowthOption

- - 800.17

- Nil ( March 31,2017: Nil and April 01, 2016: 49,971.94)units of Reliance Liquid Fund - Cash Plan - Growth Option

- - 1,196.20

- Nil ( March 31,2017: Nil and April 01, 2016: 33,713.33)units of SBI Premier Liquid Fund - Regular Plan - Growth

- - 801.59

- 6,999,407.76 ( March 31,2017: 6,217,272.97 and April 01,2016: Nil) units of Reliance Short Term Fund (Growth)

2,284.30 1,915.97 -

- 3,776,031.01 ( March 31,2017: 3,776,031.01 and April 01, 2016 : Nil) units of ICICI Prudential Short Term plan Regular (Growth)

1,366.74 1,288.46 -

- Nil ( March 31,2017: 1,005,112.67 and April 01, 2016 : Nil) units of BSL-Dynamic Bond Fund-Retail- Regular Growth Plan

- 291.83 -

- -

- 408,105.3 ( March 31,2017: 408,105.3 and April 01, 2016 : Nil) units of Birla Sunlife Short Term Fund (Growth)

271.03 254.13 -

- Nil ( March 31,2017: 6,544,040.06 and April 01, 2016 : Nil) units of SBI Short Term Debt Fund- Regular Plan-Growth

- 1,236.88 -

- Nil ( March 31,2017: 726,030.12 and April 01, 2016 : Nil) units of SBI Magnum Balanced Fund-Reg Growth

- 792.50 -

- Nil ( March 31,2017: 4,092,500.10 and April 01, 2016 : Nil) units of Kotak Bond - Short Term Plan - Regular Plan (Growth)

- 1,257.87 -

- Nil ( March 31,2017: 1,649,027.57 and April 01, 2016 : Nil) units of Tata Short Term Bond Fund - Regular Plan (Growth)

- 504.08 -

- 223,015.17 ( March 31,2017: 223,015.17 and April 01, 2016 : Nil) units of ICICI Pru Balanced Reg Plan (Growth)

278.52 254.82 -

- 582,328.09 ( March 31,2017: Nil and April 01, 2016 : Nil) unit of Reliance - Medium Term Fund (G)

212.09 - -

- 9,447,048.91 ( March 31,2017: Nil and April 01, 2016 : Nil)units of Reliance Arbitrage Advantage Fund (MD)

999.36 - -

- 7,519,834.30 ( March 31,2017: Nil and April 01, 2016 : Nil)units of SBI Arbitrage Opportunities Fund (D)

1,002.36 - -

- 7,986,431.54 ( March 31,2017: Nil and April 01, 2016 :Nil) units of ICICI Prudential Equity-Arbitrage Fund - RetailPlan (D)

1,089.27 - -

- 3,672,422.63 ( March 31,2017: Nil and April 01, 2016 : Nil)units of HDFC Arbitrage Fund - Wholesale Plan (MD)

399.67 - -

- 3,536,060.64 ( March 31,2017: Nil and April 01, 2016 :Nil) units of ICICI Prudential Equity Income Fund - RegularPlan (MD)

393.21 - -

- 13,178,805.39 ( March 31,2017: Nil and April 01, 2016 :Nil) units of Kotak Equity Savings Fund - Regular Plan (MD)

1,469.09 - -

- 2,084,463.32 ( March 31,2017: Nil and April 01, 2016 : Nil)units SBI Equity Savings Fund - Regular Plan-Growth

258.50 - -

-3,451,191.52 ( March 31,2017: Nil and April 01, 2016 : Nil)units of Reliance equity Savings fund- Monthly Dividend

382.94 - -

Total (B) 10,407.08 7,796.54 2,897.98

Total (A+B) 13,572.96 10,029.59 4,742.64



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Note 8 : Other financial assets (Unsecured and considered good, unless otherwise stated)




Non- current

Security Deposits (Refer to note 'a' below)

279.70 220.33 193.36

Interest accrued - 0.05 -

Deposits with original maturity of more than 12 months (Refer to note 'b' below)

5.00 5.00 5.00


- - 269.50

Total (A) 284.70 225.38 467.86

Current

Staff Advance 25.72 10.57 18.66

Interest accrued on fixed deposits 125.36 146.62 114.90




- 111.36 -


Total (B) 160.27 1,231.28 142.18

Total (A+B) 444.97 1,456.66 610.04

a) Security deposits are not in the nature of loans hence classified as part of other financial assets.

b) Margin Money Deposit is pledged with Canara bank amounting to ` Nil (March 31, 2017: Nil; April 01, 2016: ` 5.00 Lakhs)

Note 9 : Non-current tax asset As At March 31, 2018



Advance Income Tax 50.06 86.13 379.18

(Net of provision of ` 7,759.83 (March 31, 2017 : ` 3,315.48 Lakhs, April 01, 2016: ` 2,886.05 Lakhs)

50.06 86.13 379.18

Note 10 : Other assets (Unsecured and considered good, unless otherwise stated)




Non- Current

Capital Advances(refer note below) 870.88 496.28 726.04


Prepaid Expenses - - 21.88

Total (A) 872.18 498.31 750.67 Current

Balance with Government Authorities 67.03 341.65 475.96

Advances to Suppliers 305.86 68.46 131.92


Prepaid Expenses 130.99 213.28 196.99

Other Receivable 43.51 1.84 212.06

Total (B) 548.11 625.95 1,017.65

Total (A+B) 1,420.29 1,124.26 1,768.32



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Consolidated Financial StatementsNote: Details of Capital commitment is as follows:




Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts, net of advance of ` 870.88 Lakhs (March 31, 2017: ` 496.28 lakhs; April 01, 2016: ` 726.04 lakhs)

1,127.68 513.67 481.55

1,127.68 513.67 481.55

Note 11: Inventories (Lower of cost or net realizable value)




Raw Materials 6,242.65 5,413.38 5,983.44

Raw Materials - In Transit 328.57 141.72 125.86

Work In Progress 1,782.28 1,536.53 1,743.87

Finished Goods - 13.91 2.59

Traded Goods - 0.84 -

Consumable Stores and Spares 208.54 77.31 418.02

Others - - 0.39

8,562.04 7,183.69 8,274.17

Note:

1. The mode of valuation of inventories has been stated in note 3.8.2. Inventories have been pledged to secure cash credit facilities from banks. Company is not allowed to pledge these assets as

security for other borrowings.

Note 12 : Trade receivables As At March 31, 2018



Unsecured, Considered Good 12,240.73 10,806.98 10,012.73

Unsecured, Considered Doubtful 2.51 - -

12,243.24 10,806.98 10,012.73

Less: Allowance for bad and doubtful debts 2.51 - -

12,240.73 10,806.98 10,012.73

a) Trade receivables have been pledged to secure cash credit facilities from banks. Company is not allowed to pledge these assetsas security for other borrowings.

b) The Company’s exposure to credit and currency risk, and loss allowances related to trade receivables are disclosed in note 40.

c) Trade receivables are non-interest bearing and are generally on terms of not more than 60 days.

Note 13 : Cash and cash equivalents As At March 31, 2018




- on current account 900.28 226.97 50.97

- deposits with original maturity of less than 3 months 1,300.00 250.00 200.00

Cash on hand:

- Domestic Currency 0.45 0.80 0.82

- Foreign Currency - 104.59 -

2,200.73 582.36 251.79

a) Short-term deposits are made for varying periods of up to three months, depending on the immediate cash requirements of theCompany, and earn interest at the respective short-term deposit rates.


128

Note 14 : Bank balances other than cash and cash equivalents





- unpaid dividend account 41.96 45.63 45.91

Deposits with original maturity of more than 3 months but less than 12 months

1,928.21 5,358.20 3,401.01

Deposits with original maturity of more than 12 months 3,200.00 - -

5,170.17 5,403.83 3,446.92

Note 15 : Equity Share Capital As At March 31, 2018



Authorised Share Capital

50,000,000* (March 31, 2017: 50,000,000, April 01, 2016 : 50,000,000) equity shares of ` 10 each

5,000.00 5,000.00 5,000.00

Issued, subscribed and fully paid up

5,946,326* (March 31, 2017: 5,946,326, April 01, 2016 : 5,946,326) equity shares of ` 10 each

594.63 594.63 594.63

594.63 594.63 594.63

a) Reconciliation of share capital:

No. of shares Amount

Balance as at April 1, 2016 5,946,326 594.63





b) Terms/ rights attached to equity shares:

(i) The Company has only one class of equity shares having a par value of ` 10 per share. Each shareholder is entitled toone vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board ofDirectors of ̀ 6.25 per share (March 31, 2017: ̀ 6.25 per share) is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts.The distribution will be in proportion to the number of equity shares held by the shareholders.

(ii) During the year, an interim dividend of ` 6.25 per share (March 31, 2017: ` 6.25 per share) has been recognized asdistributions to equity shareholders.

*Note: Number of Shares are given in absolute numbers

c) Details of shareholders holding more than 5% shares in the Company

Name of Party As at March 31, 2018 As at March 31, 2017 As at April 1, 2016

No. of shares Holding % No. of shares Holding % No. of shares Holding %

N.D. Relan - 0.00% - 0.00% 450,960 7.58%

Sharda Relan - 0.00% - 0.00% 697,520 11.73%

Ajay Relan 1,914,195 32.19% 1,933,858 32.52% 785,378 13.21%

Rohit Relan 428,818 7.21% 428,818 7.21% 428,818 7.21%

Ritu Relan 742,520 12.49% 742,520 12.49% 742,520 12.49%

Mala Relan 520,826 8.76% 497,252 8.36% 496,260 8.35%

Aashim Relan 304,440 5.12% 300,900 5.06% 300,900 5.06%

Note: Number of Shares are given in absolute numbers



129

Note 16 : Other Equity Amount a) General Reserve

Balance as at April 1, 2016 21,025.68 Movement during the year -

Balance as at March 31, 2017 21,025.68 Movement during the year -


The general reserve is created from, time to time transfer of profits from retained earnings. General reserve is created by transfer from one component of equity to another and is not an item of other comprehensive income, items included in general reserve will not be reclassified subsequently to profit and loss.

b) Capital ReserveBalance as at April 1, 2016 0.20





c) Retained EarningsBalance as at April 1, 2016 3,764.25 Add:- Profit for the year 6,089.56

Less: Share of loss of a Joint venture brought forward 23.14



Less: Transfer to General Reserve


Add:- Profit for the year 8,797.11



Less: Transfer to General Reserve -


Notes:

1. Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to generalreserve, dividends or other distributions paid to shareholders.

2. General Reserve: The Company has transferred a portion of the net profit of the Company before declaring dividend togeneral reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is notrequired under the Companies Act 2013.

3. For the year ended March 31, 2017, a dividend of `13.50 per share (total dividend of ` 743.28 lakhs) was paid to holders offully paid equity shares.

4. For the year ended March 31, 2018, an interim dividend of ` 6.25 per share (total dividend of ` 371.64 lakhs) was paid toholders of fully paid equity shares. The directors propose dividend of ` 6.25 per share be paid on fully paid equity shares.This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as aliability in these financial statements. The proposed equity dividend is payable to all the holders of fully paid equity shares.The total estimated equity dividend to be paid is ` 371.64 lakhs.

d) Other comprehensive income-Remeasurement of defined benefit obligation


Add:- Gain/(Loss) recognised during the year (8.69)

Balance as at March 31, 2017 (6.49)Add:- Gain/(Loss) recognised during the year (0.22)

Balance as at March 31, 2018 (6.71)



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Total Other Equity:As at April 01, 2016 24,792.34




d) OCI-Remeasurement of defined benefit obligation 2.20

As at March 31, 2017 29,955.46 a) General Reserve 21,025.68




As at March 31, 2018 37,857.76 a) General Reserve 21,025.68




Note 17 : Borrowings As At March 31, 2018



Non current

Term loans from banks (Secured)- External Commercial Borrowing [refer note A(a)below]

- - 1,859.46

From Related Parties (Unsecured)- Directors (refer note A (b) below) - 1,118.42 -

Total (A) - 1,118.42 1,859.46 Current

From banks (Secured)- Cash credit (Refer Note A (c) below) - 2,550.21

- Overdraft (Refer Note A (d) below) - 817.79 1,500.00

From Related Parties (Unsecured)- Directors (refer note A (b) below) - 1,986.62 4,397.54

Total (B) - 2,804.41 8,447.75

Total (A+B) - 3,922.83 10,307.21

A. Summary of borrowing arrangements

a) The External Commercial Borrowing consisted of two loans:

(i) First loan of US $ 20 lakhs was taken in August, 2012 and was repayable in 15 quarterly instalments of US$ 1.33 lakhs each (` 86.45 lakhs) commencing from 26.01.2014. The loan carried an interest rate of 8.45% p.a.

This loan was secured by way of first exclusive charge over immovable assets at C-506 & 526, Pioneer Industrial Park,Patherdi, Bilaspur Chowk Manesar, Distt: Gurgaon and first exclusive charge on plant & machinery and other movable fixedassets purchased out of the proceeds of the loan.

ii) Second loan of US$ 60 lakhs was taken in January, 2014 and was repayable in six half yearly instalments. The loan carriedan interest rate of 7.75% p.a.

This loan was secured by way of first exclusive charge over immovable assets at G-20, Sipcot Industrial Park, IrungattuKottai, Sriperumbudur, Kancheepuram Dist. Tamilnadu and first exclusive charge on plant & machinery and other movablefixed assets purchased out of the proceeds of the loan. The borrower shall maintain a minimum security cover of 1.25 timesduring the entire tenure of the facility.



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b) Unsecured loans from directors:

Unsecured term loans from directors was repayable upon call by the lender at anytime by giving an advance notice in writing ofatleast one year to the borrower. The loan carried a interest rate of 8.65% - 10.60% p.a.

Unsecured short term loans from directors was repayable on demand. The loan was taken on an interest rate of 8.65 % - 8.95% p.a.

c) Cash Credit

i) The Cash Credit facility has been secured by way of charge on inventories and book debts. There is an equitable mortgageof leasehold land and building, situated at Plot No. 4, Sector 31, Greater Noida Industrial Development Area, U.P and plant& machinery and other assets.

ii) The Cash Credit carries a rate of interest in the range of 8.8% -10.60% and is repayable on demand

d) Overdraft

Overdraft is secured against Fixed Deposits with bank carrying interest rate @ 8.15% p.a.

B. There have been no breach of covenants mentioned in the loan agreements during the reporting periods.

Note 18 : Trade payables As At March 31, 2018



- Outstanding dues to micro and small enterprises - - -

- Outstanding dues to parties other than micro andsmall enterprises

18,291.78 16,401.73 12,552.03

18,291.78 16,401.73 12,552.03

a) Trade payables are non-interest bearing and are normally settled on 90-day terms. The Company’s exposure to currency andliquidity risk related to trade payables is disclosed in note 40.

(b) As per Schedule III of Companies Act, 2013 & notification number GSR 719 (E) dated November 16, 2007, the amount due asof March 31, 2018 to micro and small enterprises as defined in Industries (Development and Regulation) Act, 1951, is as givenbelow :

Details of dues to Micro and Small enterprises as defined under the MSMED Act, 2006




- Principal amount due - - -

- Interest accrued and due on above - - -

- - -

(i) The amount of interest paid by the buyer in termsof section 16 of the MSMED Act 2006 along withthe amounts of the payments made to the supplierbeyond the appointed day during each accountingyear

Nil Nil Nil

(ii) The amount of interest due and payable for theperiod of delay in making payment (which havebeen paid but beyond the appointed day during theyear) but without adding the interest specified underthe MSMED Act 2006

Nil Nil Nil

(iii) The amount of interest accrued and remainingunpaid at the end of each accounting year

Nil Nil Nil

(iv) The amount of further interest remaining due andpayable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of theMSMED Act 2006

Nil Nil Nil

The above information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.



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Note 19 : Other Financial Liabilities As At March 31, 2018



Current

Current maturity of long term borrowing (refer note 17 A (a))

- 1,974.34 1,572.11

Interest accrued but not due on borrowings - 46.63 101.24

Unpaid dividends (refer note (a) below) 41.96 45.63 45.91

Security deposit 37.05 41.28 41.73

Payables to capital creditors 437.28 312.98 492.02

Total (A+B) 516.29 2,420.86 2,253.01

a) There are no amount due for payment to the Investor Education and Protection Fund under Section 125(1) of the CompaniesAct,2013 as at March 31, 2018, March 31, 2017 & April 1, 2016

Note 20 : Other Liabilities As At March 31, 2018



Non- current


Total (A) 218.26 235.77 200.45 Current

Advance from Customers 796.01 823.61 575.07


Statutory dues 1,906.91 1,030.65 1,145.51

Others 59.91 12.27 -

Total (B) 2,931.49 2,137.02 1,953.71

Total (A+B) 3,149.75 2,372.79 2,154.16

Note 21 : Provisions As At March 31, 2018



Non- current


Total (A) 205.17 171.46 148.42

Current


Provision for gratuity (refer note 35) 152.39 219.29 99.02

Total (B) 233.52 300.42 180.54

Total (A+B) 438.69 471.88 328.96

Note 21.1 Contingent Liabilities As At March 31, 2018



(a) Claims against the Company not acknowledged asdebts

i) Disputed State Tax Matters 69.94 65.90 0.90

ii) Disputed Excise Matters 12.74 12.71 5.44

iii) Disputed Service Tax Matters 50.63 8.09 11.07

iv) Disputed Income Tax Matters 84.86 164.31 102.33

v) Disputed Central Excise Matters 440.00 440.00 440.00

vi) Bill discounting 102.47 186.97 144.04

vii) Dispute with Vendor 10.55 10.55 4.80

viii) Others 33.00 13.69 -

(b) Foreign Letter of Credit 3,253.15 1,265.00 1,272.09



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Notes:

(i) Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, ifany, in respect of the above as it is determinable only on receipt of judgement/decisions pending with various forums/authorities.

(ii) The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions arerequired and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect theoutcome of these proceedings to have a materially adverse effect on its financial position. The Company does not expect anyreimbursements in respect of the above contingent liabilities.

Note 22 : Revenue from operations For the year ended March 31, 2018


Sale of Product

- Finished goods 113,040.92 115,792.74

- Traded Goods 6,744.71 6,146.91

119,785.63 121,939.65

Sale of Service 29.16 2.10

Other Operating Revenues

- Sale of scrap 611.09 552.41

- Design & development income - 44.70

Revenue from operations 120,425.88 122,538.86

Note: Sale of goods includes excise duty collected from customers of ` 4881.31 Lakhs (March 31, 2017: `18,350.35 Lakhs ).

According to the requirement of Ind-AS, revenue for the corresponding previous year ended March 31, 2017 was reported inclusive of excise duty. The Government of India has implemented Goods and Service Tax (“GST”) from July 1, 2017 replacing Excise duty, Service Tax and various other Indirect Taxes. Accordingly, per IND AS-18, the revenue for the year ended March 31, 2018 is reported net of GST. Had the previously reported revenue shown net of excise duty, comparative income from operations of the Company would have been as follows:

Particulars For the year ended March 31, 2018


Revenue from Operations inclusive of Excise Duty (A) 120,425.88 122,538.86

Less: Excise Duty (B) 4,881.31 18,350.35

Net Revenue from Operations (A-B) 115,544.57 104,188.51

Note 23 : Other income For the year ended March 31, 2018


Interest Income

- Fixed deposits with banks 381.51 293.35

- Income tax refund 7.43 79.80

- Finance income 0.66 0.61

- Others 8.95 8.72

Dividend income from

Non-current investment - trade 177.24 -

Profit on sale of current investments designated at FVTPL 346.06 164.42

Profit on sale of tools & assets (net) 352.18 233.02

Net Gain on Exchange fluctuation 146.37 14.33

Fair value gain on investment in mutual funds designated at FVTPL 193.69 269.58

Miscellaneous Income 85.21 240.95

1,699.30 1,304.78



134

Note 24 : Cost of Raw Material Consumed For the year ended March 31, 2018


Raw MaterialBalance at the beginning of the Year 5,413.38 6,401.84

Add:- Purchases during the year 73,955.17 65,353.27

Less:- Transferred to stores and spares and consumables - 109.89

Less:- Balances of Raw Material at the end of the Year 6,242.65 5,413.38

Total Cost of Raw Material Consumption 73,125.90 66,231.84

Note 25 : Purchase of Stock in Trade For the year ended March 31, 2018


Purchase of Stock in Trade 6,060.51 5,189.74

6,060.51 5,189.74

Note 26 : Changes in Inventories of Finished Goods, Work in Progress and Stock in trade



Inventories at the beginning of the yearFinished goods 13.91 2.59

Work- in- progress 1,536.53 1,743.87

Traded goods 0.84 -

(A) 1,551.28 1,746.46

Inventories at the end of the yearFinished goods - 13.91

Work- in- progress 1,782.28 1,536.53

Traded goods - 0.84

(B) 1,782.28 1,551.28

(Increase) / Decrease in Inventory (A-B) (231.00) 195.18

Note 27 : Employee benefits expense For the year ended March 31, 2018


Wages & Other BenefitsSalaries, wages & other benefits 7,057.06 6,251.67

Contribution to provident and other funds 394.00 346.43

Gratuity (refer note 35) 141.19 110.50

Staff welfare expenses 610.97 574.18

8,203.22 7,282.78

Note 28 : Finance cost For the year ended March 31, 2018


Interest Expense 201.50 671.76

Interest on delayed payment of taxes 11.50 14.46

Net Exchange loss on Foreign currency borrowing to the extent considered as an adjustment to interest cost

- 40.29

Other Borrowing Costs - 33.06

213.00 759.57

Note 29 : Depreciation and amortization expense For the year ended March 31, 2018


Depreciation on property, plant and equipment 3,897.71 4,486.08

Amortization of intangible assets 480.18 493.30

4,377.89 4,979.38



135

Note 30 : Other expenses For the year ended March 31, 2018


Consumable tools 259.14 240.98

Power & fuel 1,270.85 1,324.15

Hire labour charges 5,800.68 5,126.69

Manufacturing expenses 113.87 157.38

Rent, rates & taxes 305.06 334.50

Incremental effect of excise duty on finished goods - 1.26

Repair & maintenance

-Repair to building 162.80 90.32

-Repair to plant & equipments 323.22 398.80

-Repair others 273.28 236.93

Fair value losses on derivatives not designated as hedged 111.36 158.13

Royalty 1.70 17.27

Research & development expenses (refer details 'c' below) 1,441.08 986.33

Travelling & conveyance 917.85 778.95

Insurance 75.55 77.62

Communication cost 62.00 66.19

Director's sitting fee & commission 13.02 13.67

Legal & professional expenses 783.24 566.25

CSR expenses (refer details 'b' below) 10.30 15.00

Warranty claim 52.27 188.08

Property, Plant and Equipment written off 16.90 -

Selling expenses 7.03 14.07

Packing material 259.29 161.35

Freight outward 648.70 578.70

Auditor's remuneration (refer details 'a' below) 13.66 28.37

Miscellaneous expenses 919.05 745.90

Total 13,841.90 12,306.88

a) Details of payment made to auditors is as follows:Payment to auditors For the year ended

March 31, 2018For the year ended

March 31, 2017

As auditor:

- Statutory audit fee 8.50 12.90

- Tax audit fee * 5.00 3.76

In Other Capacity:- Certification Fees - 2.15

- Taxation matter - 8.95

- Reimbursement of Expenses 0.16 0.61

13.66 28.37

* Tax audit fee for the year ended March 31, 2018 has been provided for other auditor.

b) Details of Corporate Social Responsibility (CSR) expenditure is as follows:

i) Gross amount required to be spent by the Company during the year (i.e. 2% of Average Net profits u/s 198 of CompaniesAct, 2013 of last three years): `116.24 Lakhs (March 31, 2017: ` 64.54 lakhs)



136

ii) Amount spent during the year

Purpose for which expenditure incurred

Remarks For the year ended March 31, 2018


- Construction/acquisitions ofany asset

- -

- On purpose other than (i)above

Payment to 'Sharda CSR Foundation Trust' for incurring CSR Expenditure

10.30 -

Cash/ cheque payment to Hindu College

- 15.00

Amount yet to be spent 105.94 49.54

Total 116.24 64.54

iii) The Company does not carry any provisions for Corporate social responsibility expenses for year ended March 31, 2018and previous year ended March 31, 2017.

c) Research & Development Expenses For the year ended March 31, 2018


Research & Development expenses include:

- Purchases 67.18 25.98

- Salary, Wages and other allowance 567.07 450.83

- Travelling Expenses 106.96 81.78

- Design, Development and other expenses 699.87 427.74

1,441.08 986.33

d) Company’s R&D Center at Chennai which is recognized at DSIR, Govt. of India upto March 31, 2020 has incurredfollowing expenditure from the year 2005-06 to 2017-18

Financial Year Capital Expense Revenue Expense

2007-08 - 189.59

2008-09 - 235.01

2009-10 28.5 127.62

2010-11 802.57 210.9

2011-12 787.84 351.17

2012-13 93.07 425.85

2013-14 2034.23 679.24

2014-15 79.63 656.03

2015-16 456.72 847.78

2016-17 217.47 986.33

2017-18 181.09 1441.08

Note 31: Exceptional Items For the year ended March 31, 2018


Pre- Operative Expenses Written Off - 738.87

Diminution in value of asset held for sale 58.73 176.40

58.73 915.27

Note:

(i) Relying on the judgment of Honourable Supreme Court of India in “Kedar Nath Yadav Vs. State of West Bengal & Ors.” theCompany had written off an amount of March 31, 2018:Nil (March 31, 2017:` 738.87) lakhs incurred in respect of setting up ofSingur facility and disclosed the same under the head ‘Exceptional item’.

(ii) Diminution in value of asset of ` 58.73 lakhs (March 31, 2017 ` 176.40 lakhs) has been recognized on reclassification of assetsas held for sale as the fair value (estimated based on the recent market prices) is less than its carrying amount and had beendisclosed the same under the head ‘Exceptional item’.



137

Note 32: Income Tax

The major components of income tax expense for the years ended March 31, 2018 and March 31, 2017 are as below:

32.1 Income tax recognised in profit or loss



Current taxa) In respect of current year 4,049.93 2,939.79

b) Adjustments in respect of current income tax of previous year 38.66 (262.36)

4,088.59 2,677.43

Deferred taxIn respect of current year (274.89) (639.26)

(274.89) (639.26)

Income tax expense recognised in the current year 3,813.70 2,038.17

The income tax expense for the year can be reconciled to the accounting profit as follows:



Profit before tax 11,593.72 7,632.65 Tax at the Indian Tax Rate of 34.608% (March 31, 2017: 34.608%) 4,012.35 2,641.51

Adjustments in respect of current income tax of previous years 38.66 (262.36)

Effect of expenses that are not deductible in determining taxable profit 17.57 8.84

Weighted deduction for research and development expenses (294.16) (420.94)

Income not considered for tax purpose (61.34) 0.00

Exceptional item not conidered for tax purpose 20.32 -

Others 80.30 71.12

Tax expenses recognised in statement of profit or loss 3,813.70 2,038.17

The tax rate used for the current year reconciliation above is the corporate tax rate of 34.608% (March 31, 2017: 34.608%) payable by corporate entities in India on taxable profits under the Indian tax law.

32.2 Income tax recognised in other comprehensive income



Deferred tax assets / (liabilities)Arising on income and expenses recognised in other comprehensive incomeRemeasurement of defined benefit obligation 0.90 3.73

Total tax recognised in other comprehensive income 0.90 3.73

Bifurcation of the income tax recognised in other comprehensive income into : -

- Items that will not be reclassified to profit or loss 0.90 3.73

- Items that may be reclassified to profit or loss - -

0.90 3.73

Note 33: Deferred tax balances

The following is the analysis of deferred tax assets / (liabilities) presented in the Consolidated balance sheet




Deferred tax assets 100.01 309.16 836.68

Deferred tax liabilities 881.03 1,348.23 1,990.72

Net deferred tax liabilities 781.02 1,039.07 1,154.04



138

As At April 1, 2016


Recognised in OCI


Deferred tax assetsDefined benefit obligation - - 3.48 3.48


Deferred revenue - - - -

Others - 0.04 - 0.04





93.27 (54.73) - 38.54

Borrowing at effective interest rate 16.30 (11.44) - 4.86

Warranty claim - - - -

Property, plant and equipment and Intangible assets

1,879.70 (668.17) - 1,211.53

Total deferred tax liabilities 1,990.72 (642.49) - 1,348.23

Net deferred tax liabilities 1,154.04 (111.49) (3.48) 1,039.07

As At April 1, 2017


Recognised in OCI


Deferred tax assetsDefined benefit obligation 3.48 - 0.90 4.38


Others 0.04 0.89 - 0.93





38.54 (38.54) - -

Borrowing at effective interest rate 4.86 (4.86) - (0.00)

Property, plant and equipment and Intangible assets

1,211.53 (471.38) - 740.15

Total deferred tax liabilities 1,348.23 (467.20) - 881.03

Net deferred tax liabilities 1,039.07 (257.15) (0.90) 781.02

Note: Deferred tax assets and deferred tax liabilities have been offset as they are governed by the same taxation laws.

Note 34 : Earnings per share (EPS) For the year ended March 31, 2018


Profit attributable to equity holders of the Company used in calculating basic earnings per share and diluted earning per share (A)

8,797.12 6,089.56

Weighted average number of shares for the purpose of basic earning per share and diluted earning per share (numbers) (B)

59.46 59.46

Basic earnings per share (in `) - (A/B) 147.94 102.41

Diluted earnings per share (in `) - (A/B) 147.94 102.41



139

Note 35 : Gratuity and other post-employment benefit plans

a) Defined contribution plans

The Company makes contribution towards Employees Provident Fund, Employee’s State Insurance scheme and EmployeeWelfare Fund. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs.The contributions are made to registered funds administered by the Government. The obligation of the Company is limited to theamount contributed and it has no further contractual nor any constructive obligation. The Company during the year recognisedthe following amount in the Statement of profit and loss account under Company’s contribution to defined contribution plan:



Employer's Contribution to Provident Fund/ Pension Fund 333.39 300.04

Employer's Contribution to Employee State Insurance 59.76 45.41

Employer's Contribution to Employee Welfare Fund 0.85 0.98

Total 394.00 346.43

The contribution payable to these schemes by the Company are at the rates specified in the rules of the schemes.

b) Defined benefit plans

In accordance with Ind AS 19 “Employee benefits”, an actuarial valuation on the basis of “Projected Unit Credit Method” wascarried out, through which the Company is able to determine the present value of obligations. “Projected Unit Credit Method”recognizes each period of service as giving rise to additional unit of employees benefit entitlement and measures each unitseparately to built up the final obligation.

i) Gratuity scheme

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five yearsof service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salaryat retirement age. The employee’s gratuity fund scheme managed by Life Insurance Corporation is a defined benefit fundedplan. The present value of obligation is determined based on actuarial valuation using the projected unit credit method,which recognizes each period of services as giving rise to additional unit of employees benefit entitlement and measureseach unit separately to built up the final obligation.

ii) Compensated absences

The Company operates compensated absences plan wherein every employee is entitled to the benefit equivalent to26 days leave salary for every completed year of service subject to maximum 30 accumulations of leaves. The salary forcalculation of earned leave is last drawn salary. The same is payable during the service, early retirement, withdrawal ofscheme, resignation by employee and upon death of employee. Short term compensated absences are recognised in thestatement of profit and loss on the basis of actual liability and long term compensated absences are recognised on the basisof actuary valuation which is an unfunded defined benefit plan.

These plans typically expose the Company to actuarial risks such as: Investment risk, interest rate risk, longevity risk and salary risk.

Investment Risk

The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Interest Risk

The plan expose the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.

Longevity Risk

The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary Risk

The present value of defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.



140

Consolidated Financial Statementsc) The following tables summarize the components of net benefit expense recognised in the Statement of profit and loss and

the funded status and amounts recognised in the balance sheet for the defined benefit plan (viz. gratuity and compensatedabsences).Leave encashment include earned leaves and sick leaves. These have been provided on accrual basis, based onyear end actuarial valuation.


(funded) (Unfunded) (funded) (Unfunded) (funded) (Unfunded) Present value of obligation as at the beginning of the year

880.43 252.59 732.56 229.94 605.30 178.83

Acquisition Adjustment

Add: Interest cost 61.63 17.68 56.41 17.71 47.21 13.95

Add: Current service cost 113.73 51.50 102.88 47.27 93.24 68.78

Add: Past Service cost 26.51 - 23.98 - -

Less: Benefits paid (30.65) (25.78) (24.22) (34.37) (15.77) (9.77)

Add: Actuarial (gain) / loss

- Demographic assumptions - - - - - -

- Financial assumptions (22.61) (3.35) 25.83 27.88 3.12 0.54

- Experience adjustments 26.48 (6.34) (13.03) (59.82) (0.54) (22.39)

Present value of obligation as at the end of the year

1,055.52 286.30 880.43 252.59 732.56 229.94

d) Components of expenses recognised in the statement of profit or loss in respect of:



Current service cost 113.73 51.50 102.88 47.27

Past service cost 26.51 - - 23.98

Interest cost 15.35 17.68 7.62 17.71

Remeasurements - (9.68) - (31.93)

Return on plan assets - - - -

Actuarial (gain) / loss - - - -

Expenses recognised in profit/loss (Refer Note Below) 155.59 59.50 110.50 57.03

Note : Gratuity expense of ` 141.19 lakhs has been recognised in Statement of Profit & Loss and ` 14.40 Lakhs in R&D expenditure

e) Components of expenses recognised in the other comprehensive income in respect of:



Actuarial (gains) / losses

- changes in demographic assumptions - - - -

- changes in financial assumptions (22.61) (3.35) 25.83 27.88

- experience variance 26.48 (6.34) (13.03) (59.82)

Return on plan assets, excluding amount recognised in net interest expense

(10.35) - (2.75) -

Component of defined benefit costs recognised in other comprehensive income

(6.48) (9.69) 10.05 (31.94)

Note:

(i) The current service cost and the interest expense for the year are included in the ‘Employee benefits expense’ in the profitor loss.

(ii) The remeasurement of the net defined benefit liability is included in other comprehensive income


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f) Changes in the fair value of the plan assets are as follows:


(Funded) (Unfunded) (Funded) (Unfunded) (Funded) (Unfunded) Fair value of plan assets at the beginning

661.13 - 633.53 - 478.01 -

Add: Investment income 46.28 - 48.78 - 37.28 -

Add: Expected return on plan assets 10.35 - 2.75 - 5.93 -

Add: Employer's Contribution 216.01 - 0.29 - 128.08 -

Add: Employee's Contribution - - - - - -

Less: Benefits paid (30.65) - (24.22) - (15.77) -

Add: Actuarial gains / (losses) on the plan assets

- - - - - -

Fair value of plan assets at the end 903.12 - 661.13 - 633.53 -

g) The principal assumptions used for the purpose of the actuarial valuations were as follows:


(Funded) (Unfunded) (Funded) (Unfunded) (Funded) (Unfunded) Economic assumptions1 Discount rate 7.50% 7.50% 7.00% 7.00% 7.70% 7.70%

2 Rate of increase in compensation levels

10.00% 10.00% 10.00% 10.00% 10.00% 10.00%

Demographic assumptions1 Expected average remaining

working lives of employees (years)

23.78 23.78 24.28 24.22 26.7 26.63

2 Retirement Age (years) 58 58 58 58 58 58

3 Mortality Rate Indian Assured Lives Mortality (2006-08) (modified) ultimate



Withdrawal Rate1 Ages up to 30 Years 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%

2 Ages from 30-44 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%

3 Above 44 years 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

h) Net (assets) / liabilities recognized in the Balance Sheet and experience adjustments on actuarial gain / (loss) for benefitobligation and plan assets.

As at March 31, 2018 As at March 31, 2017 As at April 01, 2016 Gratuity Earned leave Gratuity Earned leave Gratuity Earned leave (Funded) (Unfunded) (Funded) (Unfunded) (Funded) (Unfunded)

Present value of obligation 1,055.52 286.30 880.43 252.59 732.56 229.94

Fair value of plan assets 903.13 - 661.14 - 633.53 -

Net (assets) / liability 152.39 286.30 219.29 252.59 99.02 229.94

Classification into long term and short term:- Classified as long term - 205.17 - 171.46 - 148.42

- Classified as short term 152.39 81.13 219.29 81.13 99.02 81.52

Total 152.39 286.30 219.29 252.59 99.02 229.94



142

i) A quantitative sensitivity analysis for significant assumption is as shown below:

Significant actuarial assumption for the determination of defined obligation are discount rate, expected salary growth rate, attritionrate and mortality rate. The sensitivity analysis below have been determined based on reasonably possible changes in respective assumption occurring at the end of reporting period, while holding all other assumptions constant.


(Funded) (Unfunded) (Funded) (Unfunded) (Funded) (Unfunded) A. Discount rate

Effect on defined benefitobligation due to 1% increase inDiscount Rate

(42.40) (6.40) (36.43) (6.17) (29.99) (5.33)

Effect on defined benefitobligation due to 1% decreasein Discount Rate

46.23 6.79 39.79 6.55 32.74 5.66

B. Salary escalation rateEffect on defined benefitobligation due to 1% increase inSalary Escalation Rate

43.24 6.57 34.68 6.31 29.59 5.48

Effect on defined benefitobligation due to 1% decreasein Salary Escalation Rate

(40.68) (6.32) (33.40) (6.06) (28.31) (5.27)

C. Mortality rateEffect on defined benefitobligation due to 1% increase inmortality rate

- - - - - -

Effect on defined benefitobligation due to 1% decreasein mortality rate

- - - - - -

j) Maturity profile of defined benefit obligation is as follows:


(Funded) (Unfunded) (Funded) (Unfunded) (Funded) (Unfunded) 1 year 202.99 115.59 155.71 81.13 134.5 81.52

2 to 5 years 492.51 128.98 415.75 132.04 344.6 115.18

More than 5 years 360.02 41.73 308.97 39.42 253.5 33.24

k) Enterprise best estimate of contribution during next year is ` 127.85 lakhs.

Note 36 : Related party transactions

a) List of related parties:

Name of the Related Party Relationshipa) Relan Industrial Finance Ltd. Associate Companies

b) Bharat Seats Ltd.

a) Toyo Sharda India (P) Ltd. Joint Ventures

b) Toyota Boshoku Relan India (P) Ltd.

a) Mr. Kishan N Parikh (Chairman) Key Managerial Personnel

b) Mr.Narinder Dev Relan (Co-Chairman)(upto June 02, 2016)

c) Mrs.Sharda Relan (Whole Time Director)(w.e.f. August 10, 2016)

d) Mr.Ajay Relan (Managing Director)

e) Mr. Bireswar Mitra (Executive Director)

f) Mr. Ram Prakash Chowdhary (Director)

g) Mr. Ashok Kumar Bhattacharya (Director)

h) Mr. Satindar Kumar Lambah (Director)

i) Mr. Pradeep Rastogi (President - Legal & CFO)(upto August 10, 2016)

j) Mr. Vivek Bhatia ( CFO) (w.e.f. August 10, 2016)

k) Mr. Nitin Vishnoi (Company Secretary)



143

Name of the Related Party Relationshipa) Mr.Rohit Relan (Son of Whole Time Director) Relatives of Key Managerial Personnel

b) Mrs.Sharda Relan (Wife of Co-Chairman)(upto August 10, 2016)

c) Mrs.Mala Relan (Wife of Managing Director)

d) Mrs.Ritu Relan (Daughter-in-law of Whole Time Director)

e) Ms Aashita Relan (Daughter of Managing Director)

f) Mr.Aashim Relan (Son of Managing Director)

g) Mr.Rishabh Relan (Grand son of Whole Time Director)

h) Mr.Pranav Relan (Grand son of Whole Time Director)

i) Mr.Ayush Relan (Grand son of Whole Time Director)

a) Sharda Enterprises Enterprises over which Key Managerial Personnel are able to Exercise Significant Influence

b) N.D.Relan (HUF)

c) Ajay Relan (HUF)

d) Rohit Relan (HUF)

e) Sharda Auto Solutions Pvt. Ltd.

f) A.N.I Hospitality LLP

g) Progressive Engineering & Automation Pvt. Ltd.

h) Sharda CSR Foundation Trust

(Currency: ` in Lakhs except otherwise stated)

S.No. Nature of Transactions Associate Companies

Enterprises over which Key Managerial Personnel are able to

Exercise significant influence

Key Management

Personnel

Relative of Key

Management Personnel

i) Sales during the Year

- Bharat Seats Ltd. 37,921.50 - - -

(36,644.77) (-) (-) (-)

ii) Loans taken during the year- N.D. Relan - - - -

(-) (-) (0.25) (-)

- Ajay Relan - - - -

(-) (-) (100.00) (-)

- Sharda Relan - - - -

(-) (-) (50.00) (-)

iii) Loan repaid during the Year- N.D. Relan - - - -

(-) (-) (25.78) (-)

- Ajay Relan - - 1,084.72 -

(-) (-) (1,108.33) (-)

- Rohit Relan - - - 1,986.62

(-) (-) (-) (268.20)


(-) (-) (40.45) (-)

iv) Interest paid on loans during the Year- N.D. Relan - - - -

(-) (-) (0.43) (-)

- Ajay Relan - - 71.19 -

(-) (-) (174.06) (-)

- Rohit Relan - - - 22.13

(-) (-) (-) (200.24)


(-) (-) (3.54) (-)



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v) Rent paid during the Year-Sharda Auto Solutions Pvt. Ltd. - - - -

(-) (11.70) (-) (-)


(-) (-) (57.45) (-)

-Sharda Enterprises - 154.77 - -

(-) (151.69) (-) (-)

vi) Remuneration paid- N.D. Relan - - - -

(-) (-) (62.40) (-)

- Ajay Relan - - 506.05 -

(-) (-) (396.73) (-)


(-) (-) (256.66) (-)

-B. Mitra - - 21.76 -

(-) (-) (18.20) (-)

vii) Salary Paid


(-) (-) (11.00) (-)


(-) (-) (17.15) (-)

-Mala Relan - - - 13.61

(-) (-) (-) (13.61)


(-) (-) (59.70) (-)


(-) (-) (-) (48.93)

viii) Reimbursements of Expenses-Bireswar Mitra - - 4.69 -

(-) (-) (4.53) (-)


(-) (-) (6.70) (-)


(-) (-) (5.11) (-)

ix) Dividend Paid- Ajay Relan - - 240.50 -

(-) (-) (241.73) (-)

- Nitin Vishnoi - - 0.13 -

(-) (-) (0.13) (-)

-Bireswar Mitra - - 0.07 -

(-) (-) (0.06) (-)


(-) (-) (-) (53.60)


(-) (-) (-) (37.61)

-Ayush Relan - - - 10.78

(-) (-) (-) (13.00)

-Pranav Relan - - - 13.83

(-) (-) (-) (16.12)

-Rishabh Relan - - - 17.50

(-) (-) (-) (19.81)



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-Mala Relan - - - 63.39

(-) (-) (-) (62.09)

-Ritu Relan - - - 92.82

(-) (-) (-) (92.82)

-Aashita Relan - - - 2.06

(-) (-) (-) (1.37)

-Ajay Relan(HUF) - 2.40 - -

(-) (2.40) (-) (-)

-ND Relan (HUF) - 3.75 - -

(-) (3.75) (-) (-)

-Rohit Relan (HUF) - 5.55 - -

(-) (5.55) (-) (-)

-RIFL 0.01 - - -

(0.07) (-) (-) (-)

x) Sitting Fees Paid

- Kishan N Parikh - - - 3.60

(-) (-) (-) (3.40)


(-) (-) (-) (0.80)


(-) (-) (-) (0.40)

-Ram Prakash Chowdhary - - - 2.60

(-) (-) (-) (2.40)

-Ashok Kumar Bhattacharya - - - 1.60

(-) (-) (-) (2.40)

-Satinder Kumar Lambah - - - 4.41

(-) (-) (-) (4.20)

xi) Sale of Fixed Assets-Bharat Seats Limited 185.44 - - -

(169.27) (-) (-) (-)

xii) CSR Expenditure paid-Sharda CSR Foundation Trust - 10.30 - -

(-) (-) (-) (-)

xiii) Expenses paid- A.N.I Hospitality LLP - 0.73 - -

(-) (1.28) (-) (-)

-Toyota Boshoku Relan India (P) Ltd. - - - -

(57.50) (-) (-) (-)

xiv) Advance Received from Customers-Bharat Seats Limited (Tooling Advance) - - - -

(228.62) (-) (-) (-)

xv) Purchases during the year


(527.13) (-) (-) (-)

-Bharat Seats Limited 259.39 - - -

(-) (-) (-) (-)

xvi) Advance Adjusted-Bharat Seats Limited - - - -

(219.85) (-) (-) (-)

xvii) Dividend Received-Bharat Seats Limited 81.00 - - -

(81.00) (-) (-) (-)



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xviii) Net Outstanding Balance payable as on 31.03.2018

-ND Relan - - - -

(-) (-) (-) (-)

(-) (-) (93.51) (-)

- Ajay Relan - - 161.16 -

(-) (-) (1,091.96) (-)

(-) (-) (2,153.17) (-)

-B.Mitra - - - -

(-) (-) (-) (-)

(-) (-) (1.11) (-)


(-) (-) (-) (-)

(-) (-) (1.58) (-)

-Nitin Vishnoi - - - -

(-) (-) (-) (-)

(-) (-) (0.96) (-)

-Rohit Relan - - - -

(-) (-) (-) (1,999.76)

(-) (-) (-) (2,272.87)


(-) (-) (33.91) (-)

(-) (-) (29.56) (-)

-Mala Relan - - - -

(-) (-) (-) (-)

(-) (-) (-) (0.61)

-Aashim Relan - - - -

(-) (-) (-) (-)

(-) (-) (-) (1.08)

xix) Balance Receivable as on 31.03.2018-Bharat Seats Limited 3,074.01 - - -

(3,312.76) (-) (-) (-)

(3,918.70) (-) (-) (-)

xx) Balance Payable as on 31.03.2018-Toyota Boshoku Relan India (P) Ltd. 98.85 - - -

(98.85) (-) (-) (-)

(46.49) (-) (-) (-)


(75.48) (-) (-) (-)

(43.24) (-) (-) (-)

Notes:

1) Figures in bracket represents figures of 31st March, 2017 and figures in Italics & Brackets represents figures of April 1,2016.

2) All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions.There have been no guarantees provided or received for any related party payables/receivables. No expenses has beenrecognized in the current year in respect of bad or doubtful debts/advances and further no specific provision for doubtfuldebts/advances has been made in respect of outstanding balances.



147

Note 37: Operating Lease Arrangements

The Company has entered into operating lease arrangements for various lands and building. These arrangements are non-cancellable in nature and range between five to twenty years. Lease rental amounting to ̀ 304.34 lakhs (March 31, 2017: ̀ 275.31 lakhs) has been expensed out in Statement of Profit and Loss in note 30 as ‘Rent, Rates & Taxes’ under ‘Other expenses’. The future minimum lease commitments under non-cancellable operating leases are as under:



As At April 1, 2016

Not Later Than 1 year 129.00 174.82 242.67

Later than 1 year but not later than 5 years 337.00 346.02 551.06

More than 5 years 237.86 355.95 393.75

Total 703.86 876.79 1,187.48

Note 38: Financial and Derivative Instruments

No of Contracts


No of Contracts


No of Contracts

As At April 1, 2016

Foreign currency exposure hedged by derivative instruments

- - 2 1,988.38 2 3,478.66

Foreign currency exposure that are not hedged by derivative instruments (Sell)

- 1,032.76 - 1,289.01 - 714.95

Foreign currency exposure that are not hedged by derivative instruments (Buy)

- 1,675.42 - 1,594.09 - 1,316.52

i. Particulars of Unhedged Foreign Currency Exposure as at Balance Sheet date :


Foreign Currency Exposure not hedged (Sell) USD 15.88 lakhs 1,032.76 USD 18.17 lakhs 1,185.44 USD 10.77 lakhs 714.95

- EURO 0.75 lakhs 52.26 - -

- GBP 0.18 lakhs 14.95 - -

- AED 2.06 lakhs 36.36 - -

1,032.76 1,289.01 714.95

Foreign Currency Exposure not hedged (Buy) USD 25.68 lakhs 1,670.05 USD 24.51 lakhs 1,589.46 USD 19.85 lakhs 1,316.52

EURO 0.06 lakhs 5.22 EURO 0.06 lakhs 4.48 - -

JPY 0.25 lakhs 0.15 JPY 0.25 lakhs 0.15 - -

1,675.42 1,594.09 1,316.52

ii. Particulars of hedged Foreign Currency Exposure as at Balance Sheet date :


- CTBC ECB Loan US$ 60 lakhs - - USD 28.00 lakhs 1,815.48 USD 48.00 lakhs 2,988.00

- CITI Bank ECB Loan US$ 20 lakhs - - USD 2.67 lakhs 172.90 USD 8.00 lakhs 490.66

- 1,988.38 3,478.66

Note 39 : Segment Information

1. In line with the provision of Ind AS 108- Operating Segments and on the basis of review of operations being done by the boardof directors of the Company (which has been identified as the Chief Operating Decision Maker (CODM) who evaluates theCompany’s performance, allocates resources based on the analysis of the various performance indicator of the Company as asingle unit), the operations of the Company falls under manufacturing & trading of auto component parts, which is considered tobe the only reportable segment.

2. Major Customer: Revenue from 3 customers of the Company’s manufacturing & trading business are ` 92,878.58 lakhs (March31, 2017 ` 91,395.60 lakhs) which is more than 10 percent of the Company’s total revenue. No other single customer contributed 10% or more to the Company’s revenue for both March 31, 2018 and March 31, 2017.



148

Note 40 : Financial instruments - fair values and risk management

40.1 Financial instruments by category and fair values

As at March 31, 2018 As at March 31, 2017 As at April 01, 2016




Financial assets

Non-current

Investments in equity instrument * - - 1.75 - - 0.57 - - -

Investment in others - - - - - - 1.01 - -


- Security deposits - - 279.70 - - 220.33 - - 193.36

- Deposits with original maturity of more than 12 months

- - 5.00 - - 5.00 - - 5.00

- Interest accrued on fixed deposits - - - - - 0.05 - - -


- - - - - - 269.50 - -

Current

Investments in mutual fund 10,407.08 - - 7,796.54 - - 2,897.98 - -

Trade receivables - - 12,240.73 - - 10,806.98 - - 10,012.73

Cash and cash equivalents - - 2,200.73 - - 582.36 - - 251.79

Bank balances other than above - - 5,170.17 - - 5,403.83 - - 3,446.92


- Security deposits - - - - - - - - -

- Staff advance - - 25.72 - - 10.57 - - 18.66

- Interest accrued on fixed deposits - - 125.36 - - 146.62 - - 114.90

- Interest accrued on others - - 0.57 - - 2.73 - - -

- Receivable from related parties - - 8.62 - - 8.62 - - 8.62


- - - 111.36 - - - - -

- Other receivables - - - - - 951.38 - - -

Total 10,407.08 - 20,058.35 7,907.90 - 18,139.04 3,168.49 - 14,051.98


Non-current

Borrowings - - - - - 1,118.42 - - 1,859.46

Other financial liabilities - - - - - - - - -

Current

Borrowings - - - - - 2,804.41 - - 8,447.75

Trade payables - - 18,291.78 - - 16,401.73 - - 12,552.03

Other financial liabilities

- Current maturity of long term borrowing

- - - - - 1,974.34 - - 1,572.11

- Interest accrued - - - - - 46.63 - - 101.24

- Unpaid dividend - - 41.96 - - 45.63 - - 45.91

- Security deposit - - 37.05 - - 41.28 - - 41.73

- Capital creditors - - 437.28 - - 312.98 - - 492.02

Total - - 18,808.07 - - 22,745.42 - - 25,112.25

* Investment value excludes investment in associates of ` 139 lakhs (March 31, 2017 : ` 139 lakhs and April 01, 2016: ` 139lakhs) and investment in joint ventures of ̀ 75.50 lakhs (March 31, 2017 : ̀ 75.50 lakhs and April 01, 2016 : ̀ 75.50 lakhs), which are shown at cost in balance sheet as per Ind AS 27 : Financial Statements.

Note: The directors consider that the carrying amounts of investments in equity shares of other and in trust, which have been recognised in the financial statements, as approximate their fair values.



149

Financial assets and liabilities measured at fair value - recurring fair value measurements (refer note 3.12)




Financial assets

Level 1 - - -

Level 2

- Financial instruments at FVTPL: Options,cross currency and interest rate swap contract

- 111.36 269.50

- Financial instruments at FVTPL: Investmentsin mutual fund

10,407.08 7,796.54 2,897.98

Level 3

- Financial instruments at FVTPL: Investmentin other

- - 1.01

Total financial assets 10,407.08 7,907.91 3,168.49

40.2 Measurement of fair value

Level 1: Quoted prices in the active market. This level of hierarchy includes financial assets that are measured by reference to quoted prices in the active market.

Level 2: Valuation techniques with observable inputs. This level of hierarchy includes items measured using inputs other than quoted prices included within Level 1 that are observable for such items, either directly or indirectly. This level of hierarchy consists of options, cross currency and interest rate swap contract & investments in mutual funds.

Level 3: Valuation techniques with unobservable inputs. This level of hierarchy includes items measured using inputs that are not based on observable market data (unobservable inputs). Fair value determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instruments nor based on available market data. The main item in this category are investments in unquoted equity instruments and other investment.

There have been no transfers between Level 1 and Level 2 during the period.

The fair value of the financial assets are determined at the amount that would be received to sell an asset in an orderly transaction between market participants. The following methods and assumptions were used to estimate the fair values:

(i) Investments in mutual funds: Fair value is determined by reference to quotes, i.e. net asset value (NAV) for investmentsin mutual funds as declared.

(ii) Derivative contracts: The Company has entered into variety of foreign currency Options and interest rate swap contract to manage its exposure to fluctuations in foreign exchange rates and interest risk. These financial exposures are managed inaccordance with the Company’s risk management policies and procedures. Fair value of derivative financial instrumentsare determined using valuation techniques based on information derived from observable market data.

(iii) Unquoted equity and other investments: Fair value of same has not been derived as in the opinion of directors thecarrying amounts of these investments approximate their fair values.

(iv) Fair value of cash and cash equivalents, trade receivables, other current financial assets, trade payables, other currentfinancial liabilities approximate their carrying amount, largely due to the short-term nature of these instruments.

(v) Interest rates on long-term borrowings are equivalent to the market rate of interest. Accordingly, the carrying value of such long-term debt approximates fair value.

(vi) Fair value of all other non-current financial assets have not been disclosed as the change from carrying amount is notsignificant, as the discount rate has not changed significantly.

Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the Company and in case of financial asset is the average market rate of similar credit rated instrument. The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

40.3 Capital management

The Company’s policy is to maintain a strong capital base so as to maintain confidence of investors, bankers, customers and vendors and to sustain future development of the business. The management monitors the return on capital and also monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total liabilities, comprising borrowings less cash and cash equivalents. Equity comprises all components of equity.



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The Company’s adjusted net debt to equity ratio was as follows:

March 31, 2018 March 31, 2017 April 01, 2016Total liabilities 23,177.52 26,629.16 28,749.42

Less: Cash and Cash equivalents 2,200.73 582.36 251.79

Adjusted net debt 20,976.79 26,046.80 28,497.63

Total equity 38,452.39 30,550.09 25,386.97

Adjusted net debt to equity ratio 0.55 0.85 1.12

40.4 Financial risk management

The Company has exposure to the following risks arising from financial instruments:- Market risk- Credit risk- Liquidity risk

Risk management framework:

The Company’s principal financial liabilities other than derivatives comprise trade and other payables, borrowings, employees related payables, interest accrued, unpaid dividend, security deposit, capital creditors and others. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations.

The Company’s principal financial assets includes Investment in mutual funds, security deposits, trade receivables, cash and cash equivalents, deposits with banks, interest accrued in deposits, receivables from related and other parties and interest accrued thereon.

The Company’s senior level management assess these risks and is supported by Treasury department that advises on the appropriate financial risk governance framework.

All derivative activities for risk management purposes are carried out in line with the policy duly approved by board of directors. The execution of the policy is done by treasury deaprtment which has appropriate skills, experience and supervision. The policy provides that the Company should hedge through prescribed instruments to cover all possible risks of foreign currency outstanding after considering the natural hedge available and customer arrangements. It also prohibits any hedging for speculative transactions.

A. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates - will affect the Company’s financial position or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimizing the return. The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the Company.

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and functional currency of the Company, i.e. INR (₹). The currencies in which these transactions are primarily denominated are US dollar. The Company uses options, cross currency and interest rate swap contracts to hedge its currency risk on borrowings as per the approved policy of the Company. The Company’s policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rate when necessary to address short term imbalances. However, the Company has not designated these derivatives as hedge relationship.

Exposure to currency risk:

(Amount in Lakhs except otherwise specified)




Derivative contract outstanding - - - - -


Foreign currency exposure not hedged (Sell) 18.17 0.75 0.18 2.06 -



April 01, 2016 USD EURO GBP AED JPY


Foreign currency exposure not hedged (Buy) 19.85 - - - -




151

Sensitivity analysis:

A reasonably possible strengthening (weakening) of USD against INR (`) at the end of the year, would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amount shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

(Profit) / Loss March 31, 2018 Strengthening WeakeningUSD (5% movement) (31.86) 31.86

EUR (5% movement) (0.26) 0.26

JPY (5% movement) (0.01) 0.01

March 31, 2017

USD (5% movement) (20.20) 20.20

EUR (5% movement) 2.39 (2.39)

GBP (5% movement) 0.75 (0.75)

JPY (5% movement) (0.01) 0.01

AED (5% movement) 1.82 (1.82)

April 01, 2016USD (5% movement) (30.08) 30.08

h USD: US Dollar, EUR: Euro, GBP: Great Britain Pound, JPY: Japan Yen and AED: United Arab Emirates Dirham

B. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivable from customers, foreign exchange transactions, deposits with banks and other financial instruments. The carrying amount of financial assets represent the maximum credit risk exposure.

i) Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate.

The Company primarily has the exposure from following type of customer:

- Original equipment manufacturers (OEMs)

Company has established a policy under which each new OEMs are analysed individually for creditworthiness before goods are sold to them. The Company’s review includes due diligence by analysing financial statements, industry information, promoter’s background and in some cases bank references. In case of sales, the Company has limited its credit exposure to OEMs and dealers by providing a maximum payment period up to 60 days.

The Company’s expected probability of default is nil and all major payments are received on due dates without any significant delays.

The ageing analysis of trade receivables as of the reporting date is as follows:

Particulars Neither past due nor impaired

Upto 180 days More than 180 days

Total

Trade Receivables as of April 01, 2016

- 10,012.73 - 10,012.73

Trade Receivables as of March 31, 2017

- 10,806.98 - 10,806.98

Trade Receivables as of March 31, 2018

- 12,240.73 - 12,240.73

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivables, loans and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, their geographical location, industry and existence of previous financial difficulties.



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The impairment provisions for financial assets disclosed are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

However,Company need not required to provide for any risk allowance on account of trade receivable being bad and not recoverable as the amount of outstanding pertaining to trade receivables which exceeds the credit period allowed by the Company is less than 2% of the total outstanding from them.

ii) Financial assets

The Company’s exposure to credit risk for financial assets is as follows:




Investments 13,572.96 10,029.59 4,742.64

Security deposits 279.70 220.33 193.36

Deposit with original maturity of more than 12 months

5.00 5.00 5.00

Interest accrued 125.36 146.67 114.90


- 111.36 269.50

Staff Advance 25.72 10.57 18.66




Total 14,017.93 11,486.25 5,352.68

C. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities, when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s primary sources of liquidity include cash deposits,short term investments in mutual funds, borrowings, undrawn committed credit facilities and cash flow from operating activities. The Company seeks to increase income from its existing operations by maintaining quality standards for its goods and services while reducing the related costs and by controlling operating expenses.

Consequently, the Company believes its revenue, along with proceeds from financing activities will continue to provide the necessary funds to cover its short term liquidity needs. In addition, the Company projects cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. However, material changes in the factors described above may adversely affect the Company’s net cash flows.

As on March 31, 2018, Company doesn’t have any outstanding borrowings

Exposure to liquidity risk:

The following are the remaining undiscounted contractual maturities of financial liabilities including interest at the reporting date:

Contractual cash flow March 31, 2018 Carrying



years

Non derivative financial liabilitiesBorrowings - -

Interest accrued - - - - -


Trade payables 18,291.78 18,291.78 18,291.78 - -



18,808.07 18,808.07 18,808.07 - -



153


- - - - -

- - - - -




years

Non derivative financial liabilitiesBorrowings 3,922.83 3,922.83 2,804.41 1,118.42 -



Trade payables 16,401.73 16,401.73 16,401.73 - -



20,771.08 20,771.08 19,652.66 1,118.42 -


1,974.34 1,974.34 1,974.34 - -

1,974.34 1,974.34 1,974.34 - -

Contractual cash flow April 01, 2016 Carrying



years

Non derivative financial liabilitiesBorrowings 8,447.75 8,447.75 8,447.75 - -



Trade payables 12,552.03 12,552.03 12,552.03 - -



21,680.68 21,680.68 21,680.68 - -


3,431.57 3,431.57 1,572.11 1,859.46

3,431.57 3,431.57 1,572.11 1,859.46 -

Note 41: First time adoption of Ind AS

As stated in note 2, the financial statements for the year ended March 31, 2018 would be the first annual financial statements prepared in accordance with Ind AS. For year up to and including the year ended March 31, 2017, the Company has prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013 and other relevant provisions of the Act (‘previous GAAP’).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ended March 31, 2018, together with the comparative period data as at and for the year ended March 31, 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at April 01, 2016, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 01, 2016 and the financial statements as at and for the year ended March 31, 2017.

Exemptions applied

The Company has prepared the opening balance sheet as per Ind AS as of April 01, 2016 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets and liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS and applying Ind AS in measurement of recognised



154

assets and liabilities. However this principle is subject to certain exception and certain optional exemption availed by the Company. The Company has applied the following exemptions apart from mandatory exceptions in Ind AS 101:

a) Mandatory exceptions

i) Estimates

As per Ind AS 101, an entity’s estimates in accordance with Ind AS at the date of transition to Ind AS or as at the end of thecomparative period presented in the entity’s first Ind AS financial statements, as the case may be, should be consistent withestimates made for the same date in accordance with the I GAAP unless there is a objective evidence that those estimates werein error. However the estimates should be adjusted to reflect any differences in accounting policies. As per Ind AS 101, whereapplication of Ind AS requires an entity to make certain estimates that were not required under I GAAP, those estimates shouldbe made to reflect conditions that existed at the date of transition or at the end of comparative period, as the case may be.

The Company’s estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation ofthe financial statements that were not required under the I GAAP are as follows:

- Fair valuation of financial instruments carried at FVTPL.

- Determination of the discounted value for financial instruments carried at amortized cost

ii) Classification and measurement of financial assets:

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as onthe date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on factsand circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company hasdetermined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurementof financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable.

b) Optional exemptions

i. Property, Plant and Equipment and Intangible Assets

As permitted by Ind AS 101 - First-time Adoption of Indian Accounting Standards, the Company has elected to continue withcarrying values under IGAAP for all items of Property, Plant and Equipment and intangible assets. The carrying values of Property, Plant and Equipment and capital work in progress as aforesaid are after making adjustments relating to de-commissioningliabilities, if any.

ii. Determining whether an arrangement contains a lease

Ind AS 101 includes an optional exemption that permits an entity to apply the relevant requirements in Appendix C of Ind AS17 for determining whether an arrangement existing at the date of transition contains a lease by considering the facts andcircumstances existing at the date of transition (rather than at the inception of the arrangement). The Company has elected toavail of the above exemption.

iii. Investments in Joint Controlled Entities and Associates in separate financial statements

In accordance with Ind-AS transitional provisions, the Company opted to consider previous GAAP carrying value of investmentsas deemed cost on transition date for investments in Joint Ventures and Associates in separate financial statement.

c) Other Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tablerepresents the reconciliations from previous GAAP to Ind AS

i. Reconciliation of Total Equity as at March 31, 2017 and April 1, 2016

Reference Note No.

March 31, 2017 April 1, 2016

Total Equity (shareholder's funds) as per Previous GAAP

30,202.45 24,677.68

Adjustments:Financial Assets Measured as FVTPL 1 277.76 4.18 Derivative measured at MTM 2 111.36 269.50 Warranty Claim - 122.41 37.37 Deferred Revenue 10 (72.67) - Financial Liabilities Measured at Amortized Cost - 14.05 47.09 Proposed Dividend 4 - 447.31Lease Equalisation Reserve 7 3.09 0.61Prior Period Expense 9 - (3.67)Other Ind AS Adjustments 12 (0.11) - Share of profit of Associates and Joint Ventures 11 32.31 18.13 Deferred Tax Adjustments 13 (140.56) (111.23)Total Adjustments 347.64 709.29 Total Equity (shareholder's funds) as per Ind AS 30,550.09 25,386.97



155

ii. Reconciliation of Total Comprehensive Income for the year ended March 31, 2017

Reference Note No.

March 31, 2017

Net Profit as per Previous GAAP 5,968.69

Adjustments:Financial Assets Measured as FVTPL 1 273.58

Derivative measured at MTM 2 (158.13)

Warranty Claim - 85.04

Deferred Revenue 10 (72.67)

Financial Assets Measured At Amortized Cost - (33.06)

Lease Equalisation Reserve 7 2.49

Prior Period Expense 9 3.67

Remeasurement Impact of Retirement Benefits 5 10.05

Other Ind AS Adjustments 12 (0.11)

Share of profit of Associates and Joint Ventures 11 42.82

Deferred Tax Adjustments 13 (32.81)

Total Adjustments 120.87

Net Profit as per Ind AS 6,089.56 Other Comprehensive Income (net of tax) (8.69)

Total Comprehensive Income for the period under Ind AS 6,080.87

iii. Reconciliation of Statement of Cash Flow for the year ended March 31, 2017

Particulars Previous GAAP Effect of Transition to Ind AS

Ind AS

Net Cash flow from/(used in) operating activities 15,711.88 719.93 16,431.81

Net Cash flow from/(used in) investing activities (7,280.86) (1,129.16) (8,410.02)

Net Cash flow from/(used in) financing activities (8,100.75) 409.53 (7,691.22)

Net Increase/(Decrease) in cash and cash equivalents

330.27 0.30 330.57

Cash and Cash equivalents at the beginning of the period

251.79 - 251.79

Cash and Cash equivalents at the March 31, 2017 582.06 0.30 582.36

Notes to First Time Adoption:

1) Fair Value through profit & loss

Under previous GAAP, investments in long term equity instruments are shown at cost and tested for provision other than temporary diminution. As per Ind AS 109, such investments are measured at fair value through profit & loss (FVTPL) and resultant gain/(loss) is recognised in statement of profit & loss.

2) Mark to Market on derivative instruments

Under the previous GAAP, the premium or discount arising at the inception of forward contracts are amortised as an expense instatement of profit & loss. As per Ind AS 109, such derivative contracts are marked to market at reporting date and resultant gain/(loss) is recognised in statement of profit & loss.

3) Effective interest rate adjustment on borrowings

As per Ind AS 109 requires transaction costs incurred towards origination of borrowings to be dedcuted from the carrying amount of borrowings on initial recognition. These costs are recognised in the statement of profit & loss over the tenure of the borrowingsas part of finance cost by applying the effective interest method. Under previous GAAP, these transactions were charged tostatement of profit & loss on straight line basis over the period of loan.

4) Proposed Dividend

Under Previous GAAP, proposed dividends and related the dividend distribution tax are recognised as a provision in the yearto which they relate, irrespective of when they are declared. Under Ind AS, dividends and related dividend distribution tax arerecognised as a liability in the year in which it is approved by the shareholders in the Annual General Meeting of the Company.



156

5) Retirement Benefits

Actuarial gain/(loss) - Under Previous GAAP, the actuarial gain/(loss) of defined benefit plans has been recognised in Statementof Profit and Loss as an exceptional item. Under Ind AS, the remeasurement gain/(loss) on net defined benefit plans is recognisedin Other Comprehensive Income net of tax.

6) Discounting of security deposits for leases

Under Previous GAAP, the security deposits for leases are accounted at an undiscounted value. Under Ind AS, the securitydeposits for leases have been recognised at discounted value and the difference between undiscounted and discounted valuehas been recognised as ‘Deferred lease rent’ which has been amortised over respective lease term as rent expense under ‘otherexpenses’. The discounted value of the security deposits is increased over the period of lease term by recognising the notionalinterest income under ‘other income’.

7) Lease Equalisation Reserve

Under Previous GAAP, lease payments are required to be recognised on a straight-line basis over the term of the lease. UnderInd AS, lease payments which are structured to increase in line with expected general inflation to compensate for the lessor’sexpected inflationary cost increases, are required to be recognised as an expense in line with its contractual term. Accordingly,the provision for scheduled increases on operating lease recognised under Previous GAAP has been written back under Ind AS.

8) Reclassification adjustment (Mat credit entitlement and excise duty)

MAT credit entitlement: Under previous GAAP, MAT credit entitlement was being shown separately under the head “Loans andAdvances” whereas under Ind AS, the same is required to be shown under the head “Deferred tax asset”

Excise duty: Under previous GAAP, revenue form operations was shown net of excise duty, whereas as per Ind AS excise dutypaid should be presented as a separate line item under the head ‘Expenses’ on the face of the Statement of Profit and Loss.

9) Prior period expenses

Under previous GAAP, prior period items was required to be disclosed separately in the financial statements. However, as perInd AS, Company is required to adjust material prior period errors retrospectively by restating the comparative amounts for theearliest prior period presented. Further, where the amount of prior period pertains to the period before the earliest prior periodpresented, opening balances of the earliest period presented are to be restated.

10) Deferment of Revenue

Under Ind AS, Income from services including the associated selling cost is deferred over the respective years to which theypertain. Such income is recognised on straight line basis over the warranty period and the associated service claim cost isrecognised as an when incurred and no provision is recognised for warranty cost whereas under previous GAAP, provision forwarranty were made and revenue against the same had been recognised in full in the year of sale.

11) Investment in joint ventures

Under Ind AS, joint ventures are consolidated on equity method as required under Ind AS 28 while under previous GAAP jointventures are consolidated on proportionate consolidation method.

12) Other Ind AS Adjustments

Other adjustments include adjustments on various matters which have not been disclosed separately considering the materialityof the amounts involved.

13) Deferred Tax Adjustments

Retained earnings and statement of profit & loss has been adjusted consequent to the Ind AS transition adjustments withcorresponding imoact to deferred tax, wherever applicable.

Note 42 : In view of the management, the current assets (financial & other) have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet.

Note 43 : Events occurring after balance sheet date

There are no major events which has occurred after the balance sheet date.

Note 44 : Alignment of accounting policy for consolidation

In case of Toyo Sharda India Private Limited, the joint venture, depreciation on property, plant and equipment has been provided on straight line method as per the rates prescribed in Schedule II of the Companies Act, 2013 which is inconsistent with the written down value method of depreciation used in case of Parent. However it is impracticable to harmonise, therefore adjustment for the same has not been made in the consolidation financial statements



157

Note 45 : Investments In Associates and Joint Ventures ( Disclosure as per Indian Accounting Standard - 28 on Financial Reporting of Investments In Associates and Joint Ventures )

S. No. Name of Company Relationship Ownership Interest Country of Residence

1 Bharat Seats Limited Associate 28.66% India

2 Relan Industrial Finance Limited Associate 47.12% India

3 Toyota Boshoku Relan India Pvt. Ltd. Joint Venture 50.00% India

4 Toyo Sharda India Pvt. Ltd. Joint Venture 50.00% India

Additional information as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as /Associates/Joint Ventures.

Particulars Net Assets (Total Assets less Total Liability) Share in Profit & Loss

As at 31st March 2018 As at 31st March 2017 As at 1st April 2016 FY 2017-18 FY 2016-17

As a % of Consolidated

Net Asset

Amount As a % of Consolidated

Net Asset


Net Asset


Total Comprehensive

Income


Total Comprehensive

Income

Amount

Parent Company

Sharda Motor Industries Limited 92.33% 35,502.77 93.39% 28,532.12 93.51% 23,739.55 88.49% 7,784.25 91.89% 5,587.91

Associates

Bharat Seats Limited 6.54% 2,513.63 5.86% 1,791.49 6.01% 1,525.78 9.13% 803.14 5.70% 346.71

Relan Industrial Finance Limited 0.55% 210.81 0.46% 140.13 0.52% 132.69 0.80% 70.68 0.42% 25.71

Joint Venture

Toyota Boshoku Relan India Pvt. Ltd.

0.00% 0.10 0.00% 0.65 0.00% (0.50) -0.01% (0.55) 0.40% 24.29

Toyo Sharda India Pvt. Ltd. 0.59% 225.08 0.28% 85.70 -0.04% (10.55) 1.58% 139.38 1.58% 96.25

Total 100.00% 38,452.39 100.00% 30,550.09 100.00% 25,386.97 100.00% 8,796.90 100.00% 6,080.87

Note 46 : Figures have been rounded off to the nearest lakhs upto two decimal place except otherwise stated.

For and on behalf of the Board of Directors ofSharda Motor Industries Limited

(Kishan N. Parikh) (Sharda Relan) (Ajay Relan)Chairperson Co-Chairperson Managing DirectorDIN 00453209 DIN 00252181 DIN 00257584

Place of Signature: Nashik, Maharashtra (Vivek Bhatia) (Nitin Vishnoi)Date: May 26, 2018 President & CFO Company Secretary

M.No. 89846 M.No. F3632


To

GUPTA VIGG & CO. Chartered Accountants

E-61, Lower Ground Floor, Kolkoji, New Oelhi-110019 (Indio) Ph.: (011) 40543700-05E-mail : [email protected] / Website : www.guptovigg.com

Auditors' Limited Review Report

The Doard or Di1 t:du1 b Gharda Mulu1 l11CJustrles Limited

We have reviewed the accompanying statement of unaudited :::tandalone financial results ("the Statement") of Sharda Motor Industries Limited ("the Company") for the q11nrtAr AnrlPrl 11 Duuu111lJor, �U'IU MJ yec;11 lu uc:1ll::! 11:!!>Ults Tor the penod tram 01 April, 2018 to 31 December,

2018, attached herewith, hr.inn submitted by thA r.nmpemy pursuant lu tho requirement;:; ur Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, read with SE:81 G1rcular No. CIR/CFD/FAC/62/2016, dated July 5, 2016.

This statement which is the responsibility of the Company's Management and approved by the

Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our

responsibility is to issue a report on the statement based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, 'Review of Interim Financial Information PArformed by the Independent Auditor uf lhe

Entity' issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less ass1 irance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited stc:ndalone financial results, prepared

in accordance with applicable Indian Accounting Standards (Ind AS) prescribed under Section

133 of the Companies Act, 2013, read with relevant rules issued thereunder and other

recognized accounting practices and policies generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No.

CIR/CFD/FAC/62/2016, dated July 5, 2016, including the manner in which it is to be disclosed,

or that it contains any material misstatement.

Place: New Delhi Dated: February 13, 2019

For Gupta Vigg & Co. Chartered Accountants

Firm Registration No.001393N

!\.�\✓ CA. Deepak Pokhriyal

Partner Membership No. 524778

Ludhiana Olfico . 101-K, K,smot Complex, G.T. Rood, Miller Gonj, Ludhio110-141003 (Indio) Phone : (0161) 253229 / Tolofox ; (0161) 2535156 [-moil . [email protected]

S. No.

1

2

3

4

5 6

7 8

9

10 11 12

Sharda Motor Industries Limited Regd. Office: 0-188, Okhlc Industria l Area, Phase-I, New Delhi-110020

CIN: L":4899DL 1986PLC023202 Tel.: +91-11-44334100 Fax: +91-11-26811676

E-Mail: investorrelations@s�alldamotor.com,Website:www.shardamotor.com Statement of Standalone Unaudited Financial f<eEults for the Quarter and Nine months ended 31st Oecenber. 2•18

(? in Lakhs, except per sti�e data)

Standalone

Quarter ended Nine rr :>nths o:nded Year :nded Particulars 31-12-2018 30-09-2018 31-12-2017 31-12-20· 8 31-12-2017 31-03-2018

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Uraudited) (Auditedt

Revenue a. Revenue from Ooerations 25,811.65 29,879.56 25.437.42 85.476.:::0 63,087.25 120425.EB b. Other Income 612.33 435.18 494.96 1,308.:-0 J,435.27 1 780.:'.0 Total Income ra+b\ 26.423.98 30,314.74 25,932.38 86,784.90 !!J 522.52 122 206.18 Excenses a. Cost of Raw Material Consumed 15,932.53 18,542.61 15,972.09 53,276.0'3 53,710.36 T3 125.8) b. Purchases of Stock In Trade 1,519.32 1,752.08 1,313.95 4,972.�5 4,346.35 5 060.!:1 c. Changes in inventories of finished goods, work-in-progress aid (246.62) (99.20) (320.88) (446.<.:)) (585.53) 1231.CO) stock-in-trade d. Excise duty on Sales - - - - ➔,881 31 488U1 e. Employees Benefits Excense 2,228.10 2,300.61 2,063.89 6,793.C? li,48600 3203.22 f. Deoreciation and Amortization Exoense 1,016.40 981.82 1,118.03 2,906.70 ::.,257.07 4377.00 Q. Finance Cost 1.37 1.26 46.04 3_,:1 192 73 213.00 h. 01her Exoenses 3,120.84 3,609.15 3,198.00 10, 185.:'. I 11,039.53 13.841.90 Total Frnenses 23 571.94 27,088.33 23 391.12 77 691.:..a 8:,327.82 110 472.73 Profit from Operations before exceptional Items & Tax (1-2. 2,852.04 3,226.41 2,541.26 9,093.6:2 l ,194.70 11,733.45

Exceotional Items - - - - - 58.73

Profit before Tax (3-41 2 852.04 3 226.41 2,541.26 9 093.6:! l,194.70 11..574.TZ Tax F>mPnse a. Current Tax 905.90 1,011.72 889.99 2,971.7" :;.,814.60 4.)88.53 b. Deferred Tax (9.84) (98.48) (63.23 (181.� (229.74 (274.83 Total Tax Excenses 896.06 913.24 826.76 2,789.r. ,:.,584.86 3,313.7) Profit for the auarter/vear (5-Gl 1,955.98 2,313.17 1 714.50 6 303.85 E.609.84 7,361.02 Other Comorehensive Income

(i) Items that will not be redassifled to Profit or Loss 1.86 1.87 (2.51) 5.5!: C7.54 6.43 (ii) Tax(benefit)/expense on items that will nol be reclassified (0.65) (0.65) 0.87 (1.9:) 2.61 (2.2-1)

to profit or loss

Total Other Comprehensive Income 1.21 1.22 (1.64 3.64 (4.93 4.U

Total Comprehensive Income for the quarter/year (7+8) 1,957.19 2,314.38 1,712.86 6,307.4S 5,604.91 7,165.25

(comprising ProfiV(Loss) and Other Comprehensive Income for the period)

Paid-up equity share capital (face value of � 1 O each ) 594.63 594.63 594.63 594.63 594.63 594 63 Other equity exdudinq revaluation reserves - - - - - 34,908 1:.

Earnina cer Share a) Basic 32.89 38.90 28.83 106.0· 94.34 '32.2( b) Diluted 32.89 38.90 28.83 106.0' 94.34 "32.2(

2 2_-g

AY-{) P "(' t, I� ,J

2-f� -�

Notes: 1. The above Standalone unaudrted financial results were reviewed and recommended by the Audit CC111nittee and further considered i approved by th:;

Board of Directors at their meeting held on February 13, 2019 and also have been limited reviewed by tr� :Otatutory Auditors of the Com:iaiy. 2.

3.

4.

5.

6.

The standalone financial results have been prepared in ac::ordance with the principles and procedures d Indian Accounting Standards f'l,d AS") as notifed under the Companies (Indian Accounting standards) Rule�. 2015 as specified in section 133 of lhe Com: a,ies Act, 2013. In line with the provision of Ind AS 108- Operating Segmeits and on the basis of review of operations t:eng done by the management ol the Company, re operations of the Company falls under manufacturing & :rading of auto component parts, wrich is ca,�idered to be the only report3b.e segment by J-e management

After applicability of Goods and Services Tax - (GS1) w.eJ. 01 July 2017, sales are required to be discas.?d net of GST. Accordingly, t,e figures of rever:�:, from operations for the Nine months ended December 31 2018 are not comparable with the correspor fa.g previous period. Gross saes and net sales c,�t of excise duty) for these periods are mentioned below: ..

Quarter ended Nine months enoed Year endej 31-12-2018 30-09-2018 31-12-W17 31-12-2018 31-12-21117 31--03-20-,s

Gross sales/Revenue from ooerations 25,811.65 29,879.56 2:',.:::37.42 85,476.20 89,007-25 120.425..3� Excise d•rtv . - . 4.£8".31 4,881.3' Net Sales/Revenue from operations I net of excise dut-rl 25,811.65 29,879.56 i;;,�37.42 85,476.20 84,�0S.94 115,544 :7

Figures of the previous period I year have been re-groupej/ re-arranged and/or recasted wherever reque::l. The Standalone financial results of the Company for the quarter and Nine months ended December 3-. 2018 are also available on the ::ompany's webs ·e (www.shardamotor.com} and on the website of BSE (wwv .. bseindia.com) and NSE (www.nseindia.com:

for and on behalf of thle Board of Direc:ors

�J-Place: New Delhi

V \/laQging gired<>r Date: February 13, 2019 ---

2-2.. '1

r,. .r. - n ( 1r'-;.,• i.--.r.':t,t>.t � -_,)'··

_,... -1.''[" .,, ,, ..?\ .i:,, _-..11, ==.

�b. ;.._ :,,.:;_:t -· ,() ......

L��

{

A V-t)< )0 UV� -ltj_l""'LJ')TA VIGG & co.


E-61, Lower Ground Floor, Kolkoji, New Delhi-110019 lfndio) Ph. : (011) 40543700-05E-mail: [email protected]/ Website www.guplo11igg.com

To,





India

We, the statutory auditors of Sharda Motor Industries Limited, (hereinafter referred to as the



Components Limited, and their respective shareholders and creditors (''Scheme") in terms of the

provisions of section 230 to 232 of the Companies Act, 2013 read with section 66 of the

Companies Act, 2013, with reference to its compliance with the applicable Accounting Standards

notified under the Companies Act, 2013 and other Generally Accepted Accounting Principles.


and regulations, including the applicable Accounting Standards as aforesaid, 1s that of the Board

of Directors of the Companies involved. Our responsibility is only to examine and report



in the course of or in connection ,-vith the services that arc subject lo this Certificate, will extend

any duty of care that we nm) have in our capacity of the statutory auditors of any financial

statements of the Compan). \Ve carried out our examinntion 111 accordance with the Guidance

Nott' on Audit Reports and Crrt ificatcs for Special Purposes, 1ss11cc.l by the Insl1tutc of Chartered


Based on our examination and according to the information and explanations given Lo us, we

confirm that the accounting treatment contained in the aforesaid scheme is in compliance with


V

Ludlrnino Office l O 1-K. K,5,.,01 Cor,ipJ.•x, G T Rood M,llor Gon1. lurlhinnn 14 1003 (Indio) Pho1,c (0111 l) ?53?797 Te!el,u · (0161) 751'J 156 f mo,I tJJptn111gq "lg,110,l.rom

f'

there under and all the applicable Accounting Standards notified by the Central

Government under the Companies Act, 2013.

This Certificate is issued at the request of Sharda Motor Industries Limited

pursuant to the requirements of circulars issued under SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 for onward submission to the

Bombay Stock Exchange Limited and National Stock Exchange of India L1m1ted.

This Certificate should not be used tor any other pu rposc without our prior

\•vritten consent.

For Gupta Vigg & Co.


Firm Registration No. 001393N

\-� CA. Dcepak Pokhriyal

Partn<'r

Membership No. 524778

LID1r-J� IS�4R8AAAJ'.Vlr1-J.33

Place: New Delhi

Date: 25.03.2019

To,

GUPTA VIGG & CO. Chartered Accountants

E-61, Lower Ground Floor, Kolkoji, New Delhi-110019 (Indio) Ph. : (011) 40543700-05E-mail : [email protected] / Website : www.guptovigg.com �t,;)l J( � Q.er � L


NDR Auto Components Limited


Phase-I, Delhi - 110020

India

We, the statutory auditors of NDR Auto Components Limited, (hereinafter referred to as the



Components Limited, and their respective shareholders and creditors ("Scheme") in terms of the

pro\�Sions of section 230 to 232 of the Companies Act, 2013 read with section 66 of the

Companies Act, 2013, with reference to its compliance\\ ith the applicable Accounting Standards

notified under the Companies Act, 2013 an<l other Generally Accepted Accounting Principles.


and regulations. including the applicable Accounting Standards as aforesaid, is that of the Board

of Directors of the Compames involved. Our responsibility is only to examme and report



in the course of or in connection with the services that are subject to this Certificate, will extend

any duty of care that we may have in our capacity of the statutory auditors of any financial

statements of the Company. We carried out our examination in accordance with the Guidance

Note on Audil Reports an<l Certificates for Special Purposes, issued by the Institute of Chartered


Based on our examination and according to the information and explanations given to us, we

confirm that the at"counling treatment contained in the aforesaid scheme is in compliance with


Ludh,ono Office . 101-K, K,smot Complex, G.T Rood, Miller Con 1, Ludhiono-14 1003 (Indio) Phone: (0161) 2532797 Telefax: (0161) ?535156 F. mnil · [email protected]

- . .- -- -- --- - -- .

' .· , ·.

there under ond oll the applic11bk Accounting Olc1uJ,111.b uuLiGeu Ly the Ceuu·!tl Guverrunem

under the Companies Act, 2013.

This Certificate is issued at the request of NDR Auto Components Limited pursuant to the

requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 for onward submission to the Bombay Stock Exchange Limited and National

Stock Exchange of India Limited. This Certificate should not be used for any other purpose

·without our prior written consent.



Firm Registration Number: 001393N

\,,y CA Deepak Pokhriyal

Partner

Membership No.524778

l) J)JN f - / Cf ,r 2-l/'=t1 8 A. A A A A L q '2 f 2-.

Place: New Delhi

Date: 25.03.2019

/). ''''•�- H - . .


To,

Listing Department

Bombay Stock Exchange Limited

Address: P.J. Towers, Dalal Street,

Mumbai - 400 001

BSE Scrip Code: 535602

Dear Sir/ Madam

Date: 22nd April, 2019

To,

Listing Department


Address: 'Exchange Plaza'. C-1, Block G,

Bandra Kurla Complex, Bandra (E),

Mumbai - 400 051

NSE Scrip Code: SHARDAMOTR

Sub.: Compliance Report under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Scheme of Arrangement between Sharda Motor Industries Limited and NDR Auto Components Limited and their respective shareholders and creditors

Compliance Report

It is hereby certified that the scheme of arrangement involving Sharda Motor Industries Limited and NDR

Auto Components Limited and their respective shareholders and creditors does not, in any way violate,

o,·erride or limit the provisions of securities laws or requirements of the Stock Exchange(s) and the same . ,.

is in compliance with the applicable provisions of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015("LODR Regulations") and the Securities and Exchange Board of

India circular no. CFD/DIL3/CIR/2017/21 dated 101h March, 2017 ("SEBI Circular"), including the

following:

S.I. Reference Particulars ·whether Complied'or Not and How

1 Regulations 17 to 27 of LODR Corporate governance Yes

Regulations requirements Complied

2 Regul-ation 11 of LODR Compliance with securities Yes

Regulations laws Complied

Requirements of SEBI Circular Yes (a)

(b)

Para (I)(A)(2) Submission of documents to

Stock Exchanges Submitted

Para (I)(A)(3) Conditions for schemes of We undertake to

arrangement involving unlisted comply with the

entities applicable conditions

specified in Para

(I)(A)(3) in relation to


Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLC023202

I

(c)

(d)

(e)


Para (I)(A)(4)(a)

Para (I)(A)(s)

Para (I)(A)(9)

schemes involving unlisted entities

Submission of Valuation Report Valuation Report as per Para (I)(A)(4)(a) is not required to be obtained

as there shall be no change in the

shareholding pattern of Sharda Motor

Industries Limited pursuant to demerger.

Auditors' certificate regarding compliance with Accounting Standards Provision of approval of public shareholders through e-voting

Share entitlement report submitted (Refer

Annexure B) Yes (Refer Annexure G1

and G2)

The requirements stated in Para

(I)(A)(9)(b) are not applicable and the

undertaking, along with certificate of the

Auditors, as approved by the Board of

Directors of Demerged Company, s,tating the

reasons for nonapplicability of the said

Para are enclosed herevvith as Annexure I

--

Certified that ilie transactions / accounting treatment provided in the draft scheme of arrangement im·olving Sharda Motor Industries Limited and NDR Auto Components Limited are in compliance ,vith all the Accounting Standards applicable to a listed entity.

�( Chief Financial Officer

Regd. Office : D-188, Okhla Industrial Area , Phase-I, New Delhi-110 020 (INDIA)

Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLC023202

S. No.

1

Scrip code

NSE Symbol

MSE ISymbol

ISIN

Name of the entity

Date of start of financial year

Date of end of financial year

Reporting Quarter

Date of Report

Risk management committee

ntle

(Mr/

Ms)

Name of the Director

General information about compilf'ly

535602

SHARDAMOTR

INE 597I01010

SHARDA MOTOR INDUSTRIES Lll'YilTE:

01-04-2018

31-03-2019

Yearly

31-03-2019

Not Applicable

Annexure I

Annexure I to be submitted by listed entity on ;iuarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directo_rs_explanatory Wether the listed entity has a Regular Chairperson

PAN DIN Category 1 of I Category 2 °'

Category 3 of

directors

Date of appointment in the I Date of

directors directors current term cessatio

n

Mr

Kishan Nagin Parikh

ABWPP6531A 00453209 NonExecutive Independent Director

Chairper�on 03-09-2014

j

:l�,

Ter-..ire

af

llirector

(in

rnorrths)

5)

Textual lnfcrmation(l) Yes

No or post or

No of Nu71ber of Chairperson in

Directorshi memi;,erships in Audit/

p in listed Audit/ ;takeholder Stakeholder

-:!,titles Cornnittee(s) Committee held

including includirg this listed in listed entities

this listed enti:y (Refer including this

entity Regulation 26(1) of listed entity

(Refer L sting (Refer Regulation

Regulation RegJlations) 26(1) of

:!5{1) of Listing

Listing Regulations)

Regulations)

3 3

��/--n

�

Notes for not

providing

P/\N

2 Mrs Sharda

Relan

3 Mr Ajay Relan

4 Mr Rohit

Relan

5 Mr Ram

Prakash

Chowdhry

Satinder

6 Mr Kumar

Lambah

Prof. Ashok

7 Mr Kumar

Bhattachary

a

8 Mr Bireswar

Mitra

9 Mr Udayan

Banerjee

Textual lnfonnation( I)

AAKPR2245N 00252181 Executive Not Applicable 10-08-2016 Director

AAEPR4256P 00257584 Executive Not Applicable CEO- MD 29-tJl-1986 Director

Non-

Executive - Not A,:plicable AAEPR4255Q 00257572 25-05-1991 Non

Independent

Director

Non-

Executive - Not A,:plicable AAAPC2315C 00337775 29-08-1986 Non

Independent

Director

Non-

ABDPL2191D 07425155 Executive- Not Applicable 05-0Z-2016

Independent

Director

Non-

APUPB7542R 02804551 Executive - Not Applicable 03-09-2014

Independent

Director

ABAPM6853G 06958002 Executive Not Applicable 07-0E.-2014 Director

Non-

AAHPB3641F 00339754 Executive Not Applicable 13-(2-2019 lndependert

Director

Text Block

1On March 29, 2019, Mr. Ram Prakash Chowdhry has tendered his resignation from Directorship cf the Company w.e.f April I. 2019.

l'l

I 2 2 0

-

2 0 0

2 0 0

-

1 1 1

60 1 2 0

·-•

60 1 1 0

1 0 0

35 1 1 0

\i

Audit Committee Details

Sr

Whether the Audit Committee has a Regular Chairperson

DIN Name of Committee Category 2 of Number Category 1 of directors

members directors

1 00453209 Kishan Nagin Parikh Non-Executive - Independent Chairperson

Director

2 07425155 Satinder Kumar Lambah Non-Executive - Independent

Director Member

3 00252181 Sharda Relan Executive Director Member

4 02804551 Prof. Ashok Kumar Non-Executive - Independent Member Bhattacharya Director

5 00339754 Udayan Banerjee Non-Executive - Independent Member Director

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson

DIN Sr Number

1 07425155

2 00453209

3 00337775

4 02804551

5 00339754

Te,tual lnfonnation( I)

Name of Committee Category 1 of directors Category 2 of

members directors

5atinder Kumar Non-Executive - Independent Chairperson Lambah Director

Kishan Nagin Parikh Non-Executive - Independent Member Director

Ram Prakash Non-Executive - Non Member Chowdhry Independent Director

Prof. Ashok Kumar Non-Executive - Independent Member Bhattacharya Director

Udayan Banerjee Non-Executive - Independent Member Director

Sr Text Block

On March 29, 2019, Mr. Ram Prakash Chowdhry has 1cndered his rcsignaiion from Dircc1orshi1> of1hc Compan) \\.e.f April I. 2019 and accordingly he ma) cease 10 be 1hc Member of1he Commillcc.

2.�8

Yes

Date of Date of Remarks

Appointment Cessation

06-02-2013

05-02-2016

22-05-2014

13-02-2019

13-02-2019

Yes

Date of Date of Remarks

Appointmenr Ces9ation

05-02-2016

28-10-2009

28-06-2001 Textual

Information(

1)

06-02-2013

13-02-2019

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes DIN Name of Committee Category 1 of directors Category 2 of Date of Date of

Remarks Sr Number members directors !Appointment Cessation

1 00337775 Ram Prakash Non-Executive - Non Chairperson 28-06-2001 Textual Chowdhry Independent Director Information (1)

2 00252181 Sharda Relan Executive Director Member 22-05-2014

3 07425155 Satinder Kumar Non-Executive - Independent Member 05-02-2016Lambah Director

Sr Text Block

Textual lnformation(l) On March 29, 2019, Mr. Ram Prakash Chowdhry has tendered his resignation from Directorship of the Company w.e. f April 1, 2019 and accordingly he may cease to be the Member of the Committee.

Risk Management Committee- NA

Whether the Risk Management Committee has a Regular Chairperson

DIN Name of Committee Category 1 of directors Category 2 of Date of Date of Sr Number Remarks members directors Appointm Cessation

ent

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson Yes DIN Name of Committee Category 2 of Date of Date of

Sr Number Category 1 of directors Remarks members Directors Appointment Cessation

1 00252181 Sharda Relan Executive Director Chairperson 22-05-2014

2 00257584 Ajay Relan Executive Director Member 10-08-2016

3 07425155 Satinder Kumar Non-Executive - Member 10-08-2016Lam bah Independent Director

4 00453209 Kishan Nagin Parikh Non-Executive - Member 22-05-2014Independent Director --

-...c� ,, W Ai ,.

� u �

�

� Other Committee Sr DIN

I Name of Committee

I Name _of other

I Category 1 of

I Category 2 of

I ;emar<

Number members committee directors directors

AnneXllre 1

Annexure 1 Ill. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory

Sr Date(s) of meeting (if any) Date(s) of meeting W Maximum gap between any \Jotes for in the previous any) in the current two consecutive (in number of not quarter quarter days) providin5

Date 1 12-11-2018 2 13-02-2019 92 3 25-02-2019 11 4 08-03-2019 10

l.yo

Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory

Date(s) of Date(s) of Maximum

meeting Whether meeting of gap between Name of of the requiremen Require the any two Name of

Sr Committee committe t of ment of committee in consecutive other Reson for not providing

e in the Quorum Quorum the previous meetings (in committ date

relevant met met quarter number of ee

quarter (Yes/No) days)

1 Audit 13-02-2019 Yes 12-11-2018 92 Committee

Two Audit Committee

Audit Meetings were hel in the 2

Committee 08-03-2019 Yes relevant quarter and only

One Audit Committee

Meeting was held in the previous quarter.

Stakeholders 3 Relationship 13-02-2019 Yes 12-11-2018 92

Committee

Previous Nomination &

Nomination Remuneration

and Committee Meeting were

remuneration 13-02-2019 Yes held on August 3, 2018

committee and No Committee

Meeting was held in the

Previous Quarter ended

December 31, 2018.

Previous Corporate Social

Corporate Responsibility Committee

Social Meeting were held on

Responsibility 13-02-2019 Yes February 12, 2018 and

Committee No Committee Meeting

was held in the Previous

Quarter ended December

31, 2018.

Annexure 1

V. Related Party Transactions

Sr Subject Compliance If status is "No" details of non-

status compliance may be given here.

(Yes/No/NA)

1 Whether prior approval of audit committee obtained Yes

2 Whether shareholder approval obtained for material Yes

RPT

3 Whether details of RPT entered into pursuant to

omnibus approval have been reviewed by Audit Yes

Committee -·

iNEWDELHIE \

�-Ys * -()Y h

Annexure 1

VI. Affirmations

Sr Subject Compliance status (Yes/No)

1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure Yes requirements) Regulations, 2015

2 The composition of the following committees is in terms of SEBl(Listing obligations and Yes disclosure requirements) Regulations, 2015 a. Audit Committee

3 The composition of the following committees is in terms of SEBl{Listing obligations and Yes disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee

4 The composition of the following committees is in terms of SEBl(Listing obligations and Yes disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee

s The composition of the following committees is in terms of SEBl(Listing obligations and NA disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)

6 The committee members have been made aware of their powers, role and responsibilities Yesas specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

7 The meetings of the board of directors and the above committees have been conducted in the Yesmanner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

8 This report and/or the report submitted in the previous quarter has been placed before Board Yes of Directors.

Annexure 1

Sr Subject Compliance status 1 Name of signatory NITIN VISHNOI 2 Designation Company Secretary and Compliance Officer

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing RegulationsCompliance If status is "No" details ofSr Item status non- compliance may be Web address (Yes/No/NA) given here.

1 Details of business Yes http://www.shardamotor.com

2 Terms and conditions of Yes http://www.shardamotor.com appointment of independent /investorrelations/ directors

3 Composition of various Yes http://www.shardamotor.com committees of board of /investorrelations/board-of-directors directors/

4 Code of conduct of board of Yes http://www.shardamotor.com directors and senior /investorrelations/ management personnel

5 Details of establishment of vigilmechanism/ Whistle Blower

Yes http://www.shardamotor.com /investorrelations/

policy Criteria of making payments to ,,

6 No It was provided in the /j;oR/N�non- executive directors Annual Report )��n Policy on dealing with related http://w ·1 •YCPJ3tm}.fi �q\,,7 Yes

/investo;J di party transactions �ions/ ,.rri)

��y

8 Policy for determining

'material' subsidiaries NA I

9 Details of familiarization Yes http://www.shardamotor.com

programmes imparted to /investorrelations/

independent directors

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of

flmmcl.:11 year)

I. Disclosure on website in terms of Listing Regulations

Complianc If status is "No"

Sr Item e status details of non- Web address

(Yes/No/N compliance may

A) be given here.

Contact information of the designated http://www.shardamotor.com 10 officials of the listed entity who are Yes

/investorrelations/ responsible for assisting and handling

investor grievances

11 email address for grievance redressal and Yes http://www.shardamotor.com

other relevant details /investorrelations/

12 Financial results Yes http://www.shardamotor.com

/investorrelations/financial-

results/

13 Shareholding pattern Yes http://www.shardamotor.com

/investor-

relations/shareholder-

pattern/

14 Details of agreements entered into with NA Ll,e 111etlid w111µdriie!> dnd/ur their

associates

15 New name and the old name of the listed NA

entity

Annexure II

II. Annual Affirmations

Regulati Compliance If status is "No" details of Sr Particulars status non- compliance may be on

Number (Yes/No/NA) given here.

1 Independent director(s) have been appointed in 16(1)(b) Yes &

terms of specified criteria of 'independence' 25(6) and/or 'eligibility'

2 Board composition 17(1) Yes

3 Meeting of Board of directors 17(2) Yes

4 Review of Compliance Reports 17(3) Yes

s Plans for orderly succession for appointments 17(4) Yes

6 Code of Conduct 17(5) Yes

7 Fees/compensation 17(6) Yes

8 Minimum Information 17(7) Yes

9 Compliance Certificate 17(8) Yes

10 Risk Assessment & Management 17(9) Yes

/,?'"""Q '"'�

Annexure II f..o"�"-·

'S ·- --�· ''JinII. Annual Affirmations

"l.. �'.\ ��Y\�

.

Sr ParliLUldr� KeeLJlat, Lompliance It status Is "No" details ot nM-Ort �ldlU� rnmpll;:ince may be given here. Number (Yes/No/NA)

11 Performance Evaluation of Independent 17(10) Yes Pin�ctors

12 Composition of Audit Committee 18(1) Yes

l3 Meeting of Audit CommittP.P. 18(7) YP.s

14 Composition of nom)nation & 19(1) & (2) Ye� rcmu11crJtio11 commillt!t!

lS Cornpo�ilion of Stakeholder RelationshipCommittee

20(1) & (2) Yes

16 Composition and role of risk 21(1),(2),(3 NA

management committee hi1 17 Vigil Mechanism 22 Yes

18 Policy for related party Transaction 23(1),(S),(6

Yes ), (7) R, (Rl

-

-

19 Prior or Omnibus approval of Audit Committee for illl r<illilt<ild p;irty

23(2), (3) Yes

tr.ins.iction�

20 Approval for materi�I rel.=iled p,;I ly 73(4) Yt..:�

tronoootiono

Annexure II

II. Annual Affirmations

Regulati Cu111µlldtlU:! If status is "No" details of Sr Particulars status non- compliance may be on

Number (Yes/No/NA given here. )

21 Composition of Board of Directors of unlisted 24(1) NA

material Subsidiary

Other Corporate Governance requirements with 24(2),(3 ),

22 (4),(5) & NA

respect to subsidiary of listed entity (6)

23 Maximum Directorship & Tenure 25(1) & (2) Yes

24 Meeting of independent directors 25(3) &

Yes (4)

25 Familiarization of independent directors 25(7) Yes

26 Memberships in Committees 26(1) Yes

27 Affirmation with compliance to code of conduct from 26(3) Yes members of Board of Directors and Senior management personnel

28 Disclosure of Shareholding by Non-Executive 26(4) Yes Directors

29 Policy with respect to Obligations of directors and 26(2) & NA

senior management 26(5)

Any other information to be provided - Add Notes

Annexure II

1 Name of signatory NITIN VISHNOI

2 Designation

Annexure II

Ill. Affirmations

Sr Particulars Compliance

status

(Yes/No/NA}

1 The Listed Entity has approved Material'Subsidiary Policy and the Corporate Governance NA requirements with respect to subsidiary of Listed Entity have been complied

Any other information to be provided

Annexure II


2 Designation Company Secretary and Compliance Officer

Signatory Details

Name of signatory NITIN VISHNOI

Designation of person Company Secretary and Compliance Officer

Place DELHI

Date 12-04-2019

I Title

(Mr./M s)

,

Mrs.

Mr.

Mr.

ANNEXURE I Format to be submitted by listed entity on auarteriy basis 1. Name of Listed Entity - Sharda Motor Industries Limited2. Quarter ending - 31-Dec-2018

i. Composition Of Board Of Director

Name of DIN PANthe

Director

Sharda 00252181 AAKPR2245N Relan

Ram 00337775 AAAPC2315C Prakash Chowdhrv Prof. Ashok 02804551 APUPB7542R Kumar Bhattachar ya

Categor Sub y Cate

(Chairpe gory rson

/Executiv e/Non-

Executive I

lndepend ent/

Nominee)

ED

NED

ID

Date of Date of Tenur No of Appointment cessati e Directors hi

on p in listed entities

including this listed

entity

1 0-Aug-2016 2

29-Aug-1986 1

03-Sep-2014 60 1

�(

No of No of post Membe membersh of rship in

ips in Chairperson Commit Audit/ in Audit/ tees of

Stakehold Stakeholder the er Committee Compa

Committee held in ny (s) listed

including entities this listed including

entity this listed entity

2 0 AC.SC

1 1 SC,NR C

0 0 NRC

-

1�oRIN, w

-Remarks

Smt. Sharda Relan was appointed as a Whole Time Director of the Company w.e.f 10thAugust, ?016,however shewas originallyappointed as adirector of theCompanyw.e.f. 29thJanuarv, 1986_

Appointed in terms of the Companies Act, ?013 and other applicable laws

�the fixed • of 5

� ecutive

\\ 1�ai, �� ,,._0�

;s;s * ·C)'). � y

Mr. Bireswar 06958002 ABAPM6853G Mitra

Mr. Satinder 07425155 ABDPL2191D Kumar Lambah

Mr. Kishan N 00453209 ABWPP6531A

Parikh

Mr. Ajay Relan 00257584 AAEPR4256P

Mr. Rohit Relan 00257572 AAEPR4255Q

Company Remarks

ED 07-Aug-2014 . 1 0 0

IC 05-Feb-2016 60 1 2 0

ICC& 03-Sep-2014 60 � 3 1 N::D

ED CEO- 29-Jan-1986 £ 0 0 MD

N=D 25-May- r 0 0L

1991

He Re-appointment of Sh. Rohit Relan and Sh. Bireshwc:J' IVlitra as Directors of th G:cneral Meetino held on 27 Seotember, 2018, is subject I:} the fin3I outcone of th,u�£.:.

��

years w.e f 3rd September, 2014. However, Original dates of appointment is 28th October, 2009

NA

AC.SC, NRC

AC,NR Appointed in C terms of the

Companies Act, 2013 and other applicable laws for the fixed term of 5 consecutive years w e r 3rd September, 2014. However, Original dates or appointment is 16th December, 2005

NA

NA

reference no. 332 of 2018, pending before the Hon Obie National Company Law Appellate Tribunal (NC LAT,.

ii. Composition of Committees

a. Audit Committee- -··- - ... - -- ----

Sr. Name of the Director No.

1 Satinder Kumar Lambah

2 Sharda Relan

3 Kishan N Parikh

Company Remarks

Yes

Category

ID

ED

ID,C & NED

Whether Permanent chairperson appointed

b. Stakehold - - -· - - - - . -Relationship C ·tt

Sr. Name of the Director Category No.

1 Ram Prakash Chowdhry NED

2 Sharda Relan ED

3 Satinder Kumar Lambah ID

Company Remarks


c. Risk Management Committee

Coairperson/Membership Appointment Date Cessation Date

Member 05-Feb-2016

Member 22-May-2014

Cba rpers,)n 06-Feb-2013

Dafoe ::,f Ai:pointrrient is the Date of Appointment as Member of the Committee.

Yes

CiJairperson!Membership Appointment Date Cessation Date

Chairperson 28-Jun-2001

Member 22-May-2014

Member 05-Feb-2016

Dale :>f Appointment is the Date of Appointment as Member of the Committee.

Ye&

:2�8 �/

Sr. I Name of the Director No.

Category

Company Remarks


d. Nomination and Remuneration Committee

Sr. Name of the Director No.

1 Kishan N Parikh

2 Ram Prakash Chowdhry

3 Satinder Kumar Lambah

4 Prof. Ashok Kumar Bhattacharya

Company Remarks


iii. Meeting of Board of Directors

Category

I0,C & NED

NED

ID

ID

Chairperson/Membership Appointment Date Cessation Date

Not Applicable

Chairperson/Membership Appointment Date Cessation Date

Member 28-0ct-2009

Member 28-Jun-2001

Chairperson 05-Feb-2016

Member 06-Feb-2013

Date of Appointment is the Date of Appointment as Member of the Committee.

Yes

1�,

Date(s) of Meeting (if any) in the previous quarter

03-Aug-2018

Company Remarks

Maximum gap between any two consecutive (in number of days)

iv. Meeting of Committees

Name of the Committee Cate(s) of 111eeting during af the committee in the previous quarter

Audit Committee 03-Aug-2018

Stakeholders Relationship Committee 03-Aug-2018

Company Remarks

Maximum gap between any two consecutive (in number of days) Only for Audit Committee

Date(s) of Meeting (if any) in the relevant quarter

12-Nov-2018

100

Date(s) of meeting of-the committi:e in Requirement of Quorum rret Whether the relevant quarter (details) requirement of

Quorum met (Yes/No)

12-Nov-2018 3 Yes

12-Nov-2018 2 Yes

Audit Committee All the Members •..tere present at the Meeting.

Stakeholders Relationship Committee: Two out of three members were present at the meeting i.e. Sh. Satinder K Lambah and Smt. Sharoa Relan were present but Sh. R.P. Chowdhry was not present at the m::etinq. 100

l-Sl)

-.


Subject Compliance status Remark (Yes/No/NA)

Whether prior approval of audit committee obtained Yes

Whether shareholder approval obtained for material RPT Yes

Whether details of RPT entered into pursuant to omnibus approval have been Yes reviewed by Audit Committee

Disclosure of notes on related party transactions and Disclosure of notes of material related party transactions

VI. Affirmations

1. The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015. - Yes

2. The composition of the following committees is in terms of SEBl(Listing ob ifations and disclosure requirements) Regulations, 2015a. Audit Committee - Yesb. Nomination & remuneration committee - Yesc. Stakeholders relationship committee - Yesd. Risk management committee (applicable to the top 100 listed entit 3s) - Not applicable

3. The committee members have been made aware of their powers, role 3nd responsibilities as specified in SEBI (listing obligations and disclosurerequirements) Regulations, 2015. - Yes

4. The meetings of the board of directors and the above committees have :,een conducted in the manner as specified in SEBI (Listing obligations anddisclosure requirements) Regulations, 2015.- Yes

5. a. This report and/or the report submitted in the previous quarter has been placed before Bo_ard of Directors. - Yes

b. Any comments/observations/advice of Board of Directors may be mentioned here:

Name Designation

Nltin Vishnoi Company Secretary & Compliance Officer

.2.S' \

ANNEXUREI

Format to be submitted by listed entity on quarterly basis1. Name of Listed Entity - Sharda Motor Industries Limited2. Quarter ending - 30-Sep-2018

Composition of Board of Directors

Title Name of DIN PAN

(Mr./Ms) the Director

Mrs. Sharda Relan 00252181 AAKPR2245N

Mr. Ram Prakash 00337775 AAAPC2315C

Chowdhry

Mr. Prof. Ashok 02804551 APUP87542R

Kumar Bhattacharya

Mr. Bireswar 06958002 ABAPM6853G

Mitra

Mr. Satinder 07425155 ABDPL2191D

Kumar Lambah

Mr. Kishan N 00453209 ABWPP6531A

Parikh

Mr. Ajay Relan 00257584 AAEPR4256P

Mr. Rohit Relan 00257572 AAEPR4255Q

II. Comf)osition of ComitteesAudit Committee

Category (Chairperson

/Executive/Non-Executive/

lndependenV Nominee)

ED

NED

ID

ED

ID

ID,C& NED

ED

NED

Date of Appointment

10-Aug-2016

29-Aug-1986

03-5ep-2014

07-Aug-2014

05-Feb-2016

03-Sep-2014

29-Jan-1986

25-May-1991

Date of Tenure cessation

60

60

60

Sr. No. Name of the Director Cateaorv Chairoerson/Membership

1 Satinder Kumar Lambah ID Member

2 Sharda Relan ED Member

3 Kishan N Parikh ID,C & NED Chairperson

�Sl-

No of No of No of post Directorship memberships of

in listed in AudiV Chairperson entities Stakeholder in Audit/

including Committee(s) Stakeholder this listed including this Committee

entity listed entity held in listed entities

including this listed

entity

2 2 0

1 1 1

1 0 0

1 0 0

1 2 0

3 3 1

2 0 0

2 0 0

i .,,/

'


Sr. No. Name of the Director Cateaorv Chairperson/Membership

1 Ram Prakash Chowdhry NED Chairperson

2 Sharda Relan ED Member

3 Satinder Kumar Lambah ID Member

Risk Management Committee

Sr. No. I Name of the Director Categ_o Chairperson/Membershi,

Nomination and Remuneration Committee

Sr. No. Name of the Director Cateaorv Chairperson/Membership

1 Kishan N Parikh ID,C & NED Member

2 Ram Prakash Chowdhry NED Member

3 Satinder Kumar Lambah ID Chairperson

4 Prof. Ashok Kumar Bhattacharya ID Member

Ill. Meeting of Board of Directors

Date(s) of Meeting (if any) in the Date(s) of Meeting (if any) in the relevant Maximum gap between previous quarter quarter any two consecutive (in

number of davs)

26-May-2018 03-Aug-2018 68


Name of the committee Date(s) of Whether Date(s) of Maximum gap between meeting of the requirement of meeting of the any two consecutive (in

committee in Quorum met committee in number of days) .

the relevant (details) the previous auarter quarter 68

Audit Committee 03-Aug-2018 26-May-2018

Stakeholders 03-Aug-2018 26-May-2018

Relationship Committee

Js3


Subject

Whether prior approval of audit committee obtained

Whether shareholder approval obtained for material RPT

Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee

VI. Affirmations

Compliance status (Yes/No/NA)

Yes

Yes

Yes

1. The composition of Board of Directors is in terms of SEBI (Listirg ooligations and disclosure requirements) Regulations, 2015. - Yes

2. The composition of the following committees is in terms of SEBl(Usti1g cbligations and disclosure requirements) Regulations, 2015a. Audit Committee - Yesb. Nomination & remuneration committee - Yes

c. Stakeholders relationship committee - Yes

d. Risk management committee (applicable to the top 100 listed entities) - Not applicable3. The committee members have been made aware of their power::, -o1e and responsibilities as specified in SEBI (Listing obligations and

disclosure requirements) Regulations, 2015. - Yes

4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listingobligations and disclosure requirements) Regulations, 2015.- Yes

5. a. This report and/or the report submitted in the previous quarter h3s taen placed before Board of Directors. - Yes

b. Any comments/observations/advice of Board of Directors may be mentioned here:

Name Designation

Nltin Vishnoi Company Secretary & Compliance Office

ls-�

ANNEXURE Ill Affirmations

Broad Headina Regulation Number Compliance Status

I Copy of the annual report 46(2) Yes including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility reoort disolaved on website Presence of Chairperson of Audit 18(1)(d) Yes Committee at the Annual General Meetinq Presence of Chairperson of the 19(3) Yes nomination and remuneration committee at the annual general meetinq Whether "Corporate Governance 34(3) read with para C of Yes Report" disclosed in Annual Schedule V Report

Note:

1. In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has beencomposed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has norelated party transactions, the words "NA" may be indicated.

2. If status is "No" details of non-compliance may be given here.3. If the Listed Entity would like to provide any other information the same may be indicated here.

Name Designation

Nitin Vishnoi Company Secretary

Jss

Scrip code 535602

NSE Symbol SHARDAMOTR

MSEI Symbol

ISIN INE597I01010

Name of the entity SHARDA MOTOR INDUSTRIES LIMITED

Date of start of financial year 01-04-2018

Date of end of financial year 31-03-2019

Reporting Quarter Quarterly

Date of Report 30-06-2018

Risk management committee Not Applicable

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory J Textual lnformation(l)

Is there any change in information of board of directors compare to previous quarter

No of post of

No of Number of Chairperson on

memberships in l\ud1l/ Directorship in

Audit/ Stakeholder listed entities

Tenure of Stakeholder Committee held including this

Titl Name of the Director Cate�ry 3 of Date of dir�ctor Committee(s) in listed entities listed entity

Sr e PAN DIN Category 1 of Category 2 of directors appointment in the Date of (in (Refer Regulation including this including this

(Mr directors directors current term cessation months) 25(1) of listed entity listed entity

I Listing (Refer Regulation ( Refer Regulation

Ms Regulations) 26(1) of 26(1) of

) Listing Listing Regulations) Regulations)

Kishan N Non- Executive -

1 Mr Parikh ABWPP6531 00453209 Independent Chairperson 03-09-2014 46 3 3

Director

2 Mrs Sharda Relan AAKPR2245N 00252181 Executive Director Not 10-08-2016

2@ � 0

Applicable

3 Mr Ajay Relan AAEPR4256P 00257584 Executive Director Not CEO-MD 29-01-1986 I ;; NEV VDELHj�} 0

Applicable � ��")' n

� �� l.S( i/

Non- Executive

Rohit Relan Non Independent Not 0 0 4 Mr AAEPR4255Q 00257572 Director

25-05-1991 2 Applicable

Non- Executive -

Ram Prakash Chowdhry Non Independent Not 5 Mr AAAPC2315C 00337775 29-08-1986 1 1 1 Director Applicable

Satinder Kumar Non- Executive -

Independent Not 6 Mr Lambah ABDPL21910 07425155 05-02-2016 29 1 2 0

Director Applicable

Prof. Ashok Kumar Non- Executive -

Independent Not 7 Mr Bhattacharya APUPB7542R 02804551 03-09-2014 46 1 0 0

Director Applicable

8 Mr Bireswar Mitra ABAPM6853 06958002 Executive Director Not 07-08-2014 1 0 0 Applicable

Text Block

I. Kishan N Parikh: Appointed in terms of the Companies Act, 2013 and other applicable

laws for the fixed term of 5 consecutive years w.e.f 3rd

September, 2014. However, Original

dates or appointment is 16th December, 2005Textual Information(!)

2.Prof. Ashok Kumar Bhattacharya : Appointed in terms of the Companies Act, 2013 and

other applicable laws for the fixed term of 5 consecutive years w.e.f 3rd

September, 2014.

However, Original dates or appointment is 28th

October, 2009.

)�1-

,

Audit Committee Details

Sr DIN Number Name of Committee Category 1 of directors Category 2 of Remarks members directors

1 00453209 Kishan N Parikh Non-Executive - Independent Director Chairperson

2 07425155 Satinder Kumar Lambah Non-Executive - Independent Director Member


-

Nomination and remuneration committee

Sr DIN Number Name of Committee Category 1 of cliri>r.tor� Cateeory 2 of Remarks members directors

1 07425155 Satinder Kumar Lambah Non-Executive - Independent Director Chairperson

1 nn.i'\,?n9 k'M1<1r1 Ill l'i1tl�h I1Irin.�VAt11tI11A. lnrlfilr•mdont Ll1roctor Mombw �-·

3 02804551 Prof. Ashok Kumar Non-Executive - Independent Director Member Bhattacharya

4 00337775 Ram Prakash C:howrlhry Non-Executive - Non Independent Mi>mber Diroctor


Sr DIN Number Name of Committee Category 1 of directors Category 2 of Remarks members directors

1 00337775 Ram Prakash Chowdhry Non-Executive - Non Independent Chairperson Director

2 07425155 Satinder Kumar Lambah Non-Executive - Independent Director Member


Risk Management Committee-NA

Sr I DIN Number I Name of Committee members J Category 1 of directors J Category 2 of directors I Remarks

Corporate Social Responsibility Committee

Sr DIN Number Name of Committee members

1 00252181 Sharda Relan

2 00257584 Ajay Relan

3 07425155 Satinder Kumar Lambah

4 00453209 Kishan N Parikh

Other Committee

Sr I DIN I Name of Committee Number members

Annexure 1

Ill. Meeting of Board of Directors

Category 1 of directors

Executive Director

Executive Director

Non-Executive - Independent Director

Non-Executive - Independent Director

I Name of othercommittee

Annexure 1

I Category 1 of directors

Disclosure of notes on meeting of board of directors explanatory

Sr Date(s) of meeting (if any) in the Date(s) of meeting (if any) in the previous quarter current quarter

1 12-02-2018

2 26-05-2018

Category 2 of directors

Chairperson

Member

Member

Member

I Category 2 ofdirectors

Remarks

I :emark

-

Annexure 1


Disclosure of notes on meeting of committees explanatory

Date(s) of meeting Whether

Requiremen Date(s) of meeting Maximum gap Name of

Sr Name of

of the committee requirement

t of Quorum of the committee in between any two

other Committee

in the relevant of Quorum

met the previous consecutive meetings committe

quarter met (Yes/No)

quarter (in number of days)

e

1 Audit

26-05-2018 Yes 12-02-2018 102 Committee

Stakeholder 2 s 26-05-2018 Yes 10-02-2018 104

Relationship Committee

Nomination

3 and

26-05-2018 Yes ll!IIIUlll!ldllU n committee

- -

Annexure l


Sr Subject Compliance status If status is "No" details of non-(Yes/No/NA) compliance may be given tiere.

1 Whether prior approval of audit committee obtained Yes

2 Whether shareholder approval obtained for material RPT Yes

3 Whether details of RPT entered into pursuant to omnibus approval

ve, have been reviewed by Audit Committee

Annexure 1

VI. Affirmations

Sr Subject Compliance status (Yes/No)

1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements)

Yes Regulations, 2015

2 The composition of the following committees is in terms of SEBl(listing obligations and disclosure requirements)

Yes Regulations, 2015 a. Audit Committee

3 The composition of the following committees is in terms of SEBl(listing obligations and disclosure requirements)

Yes Regulations, 2015. b. Nomination & remuneration committee

4 The composition of the following committees is in terms of SEBl(Listing obligations and disclosure requirements)

Yes Regulations, 2015. c. Stakeholders relationship committee

5 The composition of the following committees is in terms of SEBl(Listing obligations and disclosure requirements)

NA Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)

6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI

Yes (Listing obligations and disclosure requirements) Regulations, 2015.

7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in

Yes SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes

Annexure 1

Sr Subject Compliance status


2 Designation Company Secretary and Compliance Office

Signatory Details

Name of signatory Nitin Vishnoi

Designation of person Company Secretary and Compliance Office

Place Delhi

Date 12-07-2018

2.&o ·

GUPTA VICC & CO. Chartered Accountants

t:-61, Lower L,_round t-to_or, K.olkop, New Ut:lt11- I IOU I l/ (l11d10) Ph. : (011) 40543700

t mo,I : kowol.101n@guplovioo-rnm / Website . www.guplovigg.com

To,




Phase-I. New Delhi 1100�0

India

Certificate for Non-applicabilily uf n::Lfu.il'ement prescribed in rara (I)(A)(9)(a) of

Annexure I of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017

('SEBI Circular') pursuant to para (I)(A)(9)(c) of SEBI Circular in respect of draft

Scheme of Arrangement between Sharda Motor Industries Lbnhcd ("1Jeme1•ged

Company or SMIL") and NDR Auto Components Limited ("Resulting Company or

NACL") and their respective shareholders and crcd.ito1·s ('the Scheme')

It is hereby certified that the draft scheme of arrangement involving Sharda Motor Industries

Limited l .. Oemerged Company" or "SMIL") and NDR Auto Components Limitctl ('"R1:::,ulLi11�

c 'omp:rny or NACL") and their respective sharehultlers u11Ll creLlitur:, Llu1.::, 11ut, in an) way

violate, override or limit the provisions of securities laws or requirements of the Stock

Exchange(s) and the same is in compliance with the applicable provisions of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") and the

Securities and Exchange Board of India circular no. CFD/DIL3/CIR/2017/21 dated March 10,

2017 ("SEI3I Circular"), including the following:

L. Al the request of Sharda Motor Industries Limited ("Company'), we have examined the

books of accounts, draft Scheme of Arrangement between Sharda Motor Industries Limited

and NOR Auto Components Limited aml their respecti\·c shareholders and creditors under

section 2:30 lo 2:p of the Companies Act, 2013 read with SL'Clion 66 of the Companies Act,

y

l udh,cino Olf,c,• 101 -K. K,s,1101 Compl,!x, G. T. Rood, Milli,, Gnn1, l 11rfh,nnn- 14 I 00:l (lnrlir,) Pho11r• (0 I 61) 7!>3729 / fol.,fox : (0161) 2535156 E-mo,I · guptov,go@qmo,l.com

2013, and other applicable provisions of the Companies Act, 2013, and other relevant

records and documents maintained by the Company in the usu;:i l r.nim:;p nf h11�ine»», for tho

para ll)lAJ(9)(a) of Anncxure I of SEBI Circular ("thP. Undertaking'), in relation to the

Scheme.

2. In connection vvith requirements as stated in para 1 above in terms of para (I)(A)(9)(c) of

Annexure I of SEBI Circular, we have been provided relevant confirmations and

undertakings by the Company. We have relied on the above undertaking and confirmations

for the purpose of issuing this certificate.

3. The attached undertaking and compliance with the SEBT Circular is the responsibility of the

Company's management. Our responsibility is to provide a certificate in terms of para

(I)(A)(9)(c:) of Annexure I of .the SEBI Circular on the said undertaking to certify whether the

conditions mentioned in para (I)(A)(9)(a) of Annexure I of SEBI Circular (in relation to e

voting by public shareholders) are applicable to the Company or not.

4. We conducted our examination in accordance with the 'Guidance Note on Audit Reports and

Certificate for Special Purposes' and Standard of Auditing issued by the Institute of

Chartered Accountants of India. Our scope of work did not involve us performing any audit

test in the context of our examination. We have not performed an audit, the objective of

which would be the exprp<;c;inn nf au 1Jpinion of Lho financinl 3lo.tcmenl, S!Jt::l:ilietl elements,

accounts, or item!'. thereof, for the purpose of the certilicatr A1·rnrrli11gly, wu <lo not cxprcn:i

such opimon. FurthPr, nm examination did not extend to any aspcL.ls uf legal or proprietary

in nature in the aforesaid Scheme other than matters referred to in the said certificate.

5. Based on our examination of the Undertakings and confirmation given by the management

and the Scheme and according to the information and explanations given to us and specific

representations received by us from the management, we certify that the conditions

prescribed in para (l)(A)(9)(a) of Annexure I of SEBI Circular (in relation to e-voting by

public shareholders) are not applicable to the Scheme for the reasons stated in the

accompanying undertaking.

6. This certificate is intended solely for U,e purpose of submission lo the Stock Exchanges and

I!on'blc National Company Law Tribunal (NCLT) in connection with the approval for the

Scheme under the SEBI (Listing Obligations and Disc:losurc Requirements) Regulations,

\I

20l!i and in 11ms11;i nr·P tn thP proiri.ionc of Companic!l Act, 201,1 auJ ull1e1 aµµlll:l:lhlP

provi3ion, if anyand shuulJ aul be used for any other purpose or distributed to any other

party.



Firm Registration No.001393N

\�y CA. Docpnll Polchriyal

Partner

Membership No. 524778

L. OJ..N � - 1'1 S" .l.1./ ':>l f A A A A/\ Pl/ Y S 2Place: New Delhi

Date: 05.04.2019

F.ncl · Undenaking as per SEBI Circulnr nnd lhe Scheme July c.;t:rtilicd by management of �harda Motor

lndustries Limited as initiated by us for identification purposes.

Sharda Motor Industries Liil:-·

Undertaking in relation to Non-applicability of requirements prescribed in para

(I)(A)(9)(a) of Annexure I of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated

March 10, 2017 ('SEBI Circular') in respect of Draft Scheme of Arrangement

between Sharda Motor Industries Limited and NOR Auto Components Limited

and their respective shareholders and creditors ('the Scheme')

This is in connection with the Draft Scheme of Arrangement between Sharda Motor Industries

Limited ("Demerged Company or SMIL") and NDR Auto Components Limited ("Resulting

Company or NA.CL") and their respective shareholders and creditors under section 230-232 of

the Companies Act, 2013 read with section 66 of the Companies Act, 2013, and other applicable

provisions of the Companies Act, 2013, and pursuant to the SEBI Circular wherein SEBI has

mandated all listed companies to ensure that the Scheme submitted with the Hon'ble National

Company Law Tribunal, Delhi Bench, for sanction, provides for all material facts in the

explanatory statement in terms of para (I)(A)(9)(a) of the SEBI Circular.

Sharda Motor Industries Limited hereby undertakes that the requirement of para (I)(A)(9)(a) of

the SEBI Circular pertaining to e-voting by public shareholders is not applicable to the Company

for the following reasons:

1) Para (I)(A)(9)(b)(i)

Where additional shares have been allotted to Promoter/ Promoter Group, Related Parties

of Promoter/ Promoter Group, Related Parties of Promoter/ Promoter Group, Associates of

Promoter/ Promoter Group, Subsidiary/Cs) of Promoter/ Promoter Group of the listed entity

Reasons for non-applicability

This clause is not applicable in our fact pattern as upon demerger coming into effect, the

follov.ring has been envisaged:

Issue of shares by NDR Auto Components Limited to the existing shareholders of Sharda

Motor Industries Limited:

NA.CL shall issue and allot equity shares on a proportionate basis Lo each member of SMIL

whose name are recorded in the registers of members of SMIL as holding equity shares on

the Record Date (as mentioned in the Scheme), as under:

Regd. Office

Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLC023202


"For every 1 (One) equity share of face value of Rs.JO/- (Rupees Ten only) each held in

SMIL as on the Record Date, the equity shareholders of SMIL shall be issued 1 (One)

equity share of face value Rs.JO/- (Rupees Ten only) each credited as fully paid-up in

NACL.

With the issue and allotment of the new equity shares by NACL to the equity shareholders of

SMIL in accordance with clause 12 of the Scheme, in the books of NACL, all the equity shares

issued by NACL Lu SMIL an<l held by SMIL shall stand cancelled, extinguished and annulled

on and from the Effective Date (as mentioned in the Scheme)."

This will ensure that the shareholding p;;ittP.rn of NACT, is identical to the shareholding

pattern of SMIL.

Accordingly it is evident from the above that all the shareholders of SMIL would get shares

111 NACL 111 proportion to their entitlement and there would be no additional shares allotted

to Promoter/ Promoter Group, Related Paities of Promoter/ Promoter Group, Related

Paities of Promoter/ Promoter Group, Associates of Promoter/ Promoter Group,

Subsidia1y/(s) of Promoter/ Promoter Group.

2) Para (I)(A)(9)(b)(ii)

Wl1eu:: Ll1e 3d1e1ne uf A.rra11ge111e11L iuvolves Lhe listed entity and any other entity involvrng

Promoter / Promoter Group, Related Parties of Promoter / Promoter Group, Associates of

Prnmntnr / Prnmntnr 1irn11p, ,S11h11irlinry/( 'l) nf Prnmntrr / Prnmr.ti7r Orou1:,.

Reasons for non-applicabilitv

This clause is not applicable in our fact pattern as the Scheme is envisaged between SMTL

and its subsidiary, NACL and thus it does not involve any arrangement between SMIL and

any other entity involving Promoter / Promoter Group, Related Parties of Promoter /

Promoter Group, Associates of Promoter / Promoter Group, Subsidia1y/(s) of Promoter /

Promoter Group.


Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLC023202


3) Para (I)(A)(9)(b)(iii)

Where the parent listed entity has acquired, either directly or indirectly, the equity shares of

the subsidia1y from any of the shareholders of the subsidiary who may be Promoter/

Promoter Group, Related Parties of Promoter/ Promoter Group, Associates of Promoter/

Promoter Group, Subsidiary/Cs) of Promoter/ Promoter Group of the parent listed entity,

and if that subsidiary is being merged with the parent listed entity under the Scheme.

Reasons for non-applicabilitv

This clause is not applicable as SMIL (being the parent listed company in this context) has

not acquired, either directly or indirectly, the equity shares of NACL (the subsidiary) from

any of the shareholders of NACL who may be Promoter/ Promoter Group, Related Pa1ties of

Promoter/ Promoter Group, Associates of Promoter/ Promoter Group, Subsidiary/Cs) of

Promoter/ Promoter Group of SMIL. Fu1ther, the Scheme is not for the purpose of merger of

subsidiary with its parent listed company.

4) Para (I)(A)(9)(b)(iv)

Where the scheme involving merger of an unlisted entity results in reduction in the voting

share of pre-scheme public shareholders of listed entity in the transferee / resulting

L'u111pa11y l.Jy 11101'P. I lt:-l 11 !) % of the roral capital of the merged e11l1ly


The Scheme does not involve merger of unlisted entity with listed entity.

5) Para (I)(A)(9)(b)(v)

Where the scheme involves transfer of whole or substantially the whole of the undertaking of

the listed entity and the consideration for such transfer is not in the form of listed equity

shares.


The Scheme envisages demerger of Automobile Seating Undertaking (as defined m the

Scheme) of SMIL into NACL.

As per the SEBI Circular, for the purposes of para (I)(A)(9)(b)(v), the expression

"substantially the whole of the undertaking" in any financial year shall mean 20% or more of

Regd. Office : D-188, Okhla Industrial Area, P hase-I, New D elhi - 110 020 (INDIA)

Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLC023202


during the previous financial year as specified in section 180(1)(a)(i) of the Companies Act,

2013.

Pursuant to the Scheme, the shares of NACLshall be listed on National Stock Exchange of

India Limited and Bombay Stock Exchange Limited as per Clause 12.9 of the scheme.

In light of the above reason, SMIL is not required to seek approval of public shareholders

through e-voting in relation to the Scheme.

For Sharda

Place: New Delhi

Date: 05.04.2019


Tel.: 91-11-47334100, Fax: 91-11-26811676


GIN NO-L74899DL 1986PLC023202

.4-i,,, f Y' t.., r( C, -Kj_

Sharda Motor Industries Ltd. --

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF

DIRECTORS OF SHARDA MOTOR INDUSTRIES LIMITED ("THE COMPANY') IN ITS

MEETING HELD ON 5TH APRIL, 2019 AT SAMAYA CONFERENCE ROOM, HOTEL

ITC MAURYA, DIPLOMATIC ENCLAVE, SARnAR PATEL MARG, NEW DELHI -

110021

Approval of Scheme of Arrangement between Sharda Motor Industries Limited

and NOR Auto Components Limited and their Respective Shareholders and

Creditors ("the Scheme')

"RE!SOLVED TH/\ T pursU311t to tho pfovIsIon::; ot 3cct1om �:fo to �J� read with 5edion GO and

other applicable provisions, if any, of the Companies Act, 2013 and related applicable rules and

regulations (including any statutory modification(s) or re-enactment(s) thereof), relevant

provisions of the Memorandum of Association and Articles of Association of the company, the

recommendation of the Audit Committee of the company vide its report dated 5th April, 2019,

and subject to the requisite approvals of shareholders and creditors of the company and other

approvals and permissions of the Stock Exchange, Securities and Exchange Board of India

("SEBI"), National Company Law Tribunal, Delhi Bench ("NCL T"), and other regulatory or

government bodies, as may be necessary under the applicable laws, the draft Scheme

providing for the demerger of Automobile Seating undertaking (as defined in the Scheme) of the

r.ompany into NOR Auto Components Limitf'lrl AR !)Ar thA rlrnft Sr.hrmr nf Arrnngqment

between Sharda Motor Industries Limiterl ;:inrl NllR Auto Components Limited and their

respective shareholders and creditors ('the Scheme'), placed before the Board and initialed by

the Chairman of the Meeting for the purpose of identification, be and is hereby approved."

"RESOLVED FURTHER THAT the appointed date shall be December 31, 2018 (end of day), or

such other date as may be mutually decided by the Board of Directors of the company and NDR

Auto Components Limited, or such date as may be modified/ fixed by the order of the NCL T."

"RESOLVED FURTHER THAT the net worth certificate dated 25 1h March, 2019 issued from

hereby taken on record and approved."


CIN NO-L74899DL 1986PLC023202


"RESOLVED FURTHER THAT the certificate dated 25th March, 2019 issued from M/s. Gupta Vigg & Co., Chartered Accountants, Statutory Auditors of the Company , certifying percentage turnover and profitability of the division being hived off vis-a-vis the other divisions of the company, be and is hereby taken on record and approved."

"RESOLVED ,-UPHHl!!!R THAT the l\latlonal Stock l::Xchange ot India L1m1ted ("NSI::.") Is hereby appointed as the designated stock exchange for the purposes of coordination with the Stock EJcohangoo and the 8EBI in m�r�r.t nf the .!lbove Gche1Y1t' di ,J 111ctllt:1::. w11111::1d1::1t.l l11t!tt!Wllt1."

"RESOLVED FURTHER THAT the report from the Audit Committee dated 5th April, 2019, recommending the draft scheme for favorable consideration by the stock exchanges and SEBI and accordingly in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/DIL3/CIR/2o17/21 dated March 10, 2017 ("SEBI Circular") be and is hereby approved for submission to the stock exchanges and SEBI."

"RESOLVED FURTHER THAT the following documents pursuant to SEBI Circular are

considered and hereby approved by the Board: a. Share entitlement Report from Mr. Rajesh Mittal, Chartered Accountants providing the

share entitlement ratio as under:

"for 1(0ne) equity share of face value of Rs. 1o/- (Rupees Ten only) each held in Sharda

Motor Industries Limited as on the Record Date, the equity shareholders of Sharda

Motor Industries Limited shq/1 be issued 1(0m�) F.(ftlify ,c:;hArA nf fAr.A 11Al11P Re; 1nl

(Rupees Ten only) each credited as fully paid-up in NOR Auto Components Limited";

b. Fairness Opinion from M/s. Sundae Capital Advisors Private Limited, Merchant Bankeron valuation of assets; and

c. Certificate as per para l(A)(5) of Annexure -I of the SEBI Circular from M/s. Gupta Vigg &Co., Chartered Accountants, Statutory Auditors of the company, confirming thecompliance with the applicable accounting standards notified under the Companies Act,2013 and other generally accepted accounting principles."

"RESOLVED FURTHER THAT an undertaking certified by M/s. Gupta Vigg & Co., Chartered Accountants, Statutory Auditors stating the reasons for non-applicability of the conditions as

� � NEWDEU

Tel.: 91-11-47334100, Fax: 91-11-26811676 S * ·c

E-mail : [email protected], Website : www.shardamotor.comCIN NO-L74899DL 1986PLC023202


mentioned in Para 9 of Annexure I of the SEBI Circular be and is hereby reviewed, noted and

approved."

"RESOLVED FURTHER THAT pursuant to the provisions of Sub-section (2) of Section 232 of

the Companies Act, 2013, the Report of Directors dated 5th April, 2019, explaining effect of the

Scheme of Arrangement between Sharda Motor Industries Limited and NOR Auto Components

Limited and their respective shareholders and creditors on shareholders and key managerial

personnel and directors laying out in particular the share exchange ratio, as placed before the

Board, is hereby taken on record, approved and accepted."

"RESOLVED FURTHER THAT Mr. Ajay Relan, Managing Director, Mr. Vivek Bhatia, Chief

Financial Officer and Mr. Nitin Vishnoi, Company Secretary of the Company, be and are hereby

severally authorized on behalf of the Board, inter alia, to:

a. Finalizing and sending of Notice and Explanatory Statement under Section 102 of the

Companies Act, 2013, publication of advertisement, etc.;

b. Finalise and settle the draft Scheme with such modifications as they may deem fit which

do not amount to a material change in the substance of the Scheme;

c. Make and agree to such alterations, conditions and changes to the Scheme as may be

necessary for satisfying the requirements or conditions prescribed or imposed by the

Central Government or the NCL T, or any other authority concerned (including stock

exchanges, SEBI, Registrar of Companies (''ROC"), Regional Director, tax authorities,

etc.) and to sign/ execute all such applications, letters, writings, undertakings,

certificates, confirmations and all other documents, deeds as may be necessary in this

regard;

d. Make applications, petitions, replies, affidavits and file forms to the relevant authorities,

including stock exchanges and other persons (including shareholders and creditors) for

their approval to the Scheme, and to make such disclosures to the government and

regulatory authorities concerned (including stock exchanges, SEBI, Registrar of

Companies (''ROC"), Regional Director, tax authorities, etc.) and other persons as may

be required in relation to the Scheme or giving effect to thereto and for that purpose to

undertake all necessary actions including signing / executing all such applications,

letters, writings, affidavits, undertakings, certificates, confirmations and all other

documents, deeds, etc. as may be necessary in this regard;

Regd. Office : 0-188, Okhla Industrial Area, Phase-I, New Delhi- 110 020 (!NOIA)

Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLC023202


e. File application with NCL T or such other appropriate authority seeking directions as to

convening / dispensing with the meeting of the shareholders/ creditors of the company

and where necessary, to take steps to convene and hold such meetings as per the

direction5 of NCL T/ ull 1�1 dull 1u1 iliu� c.:oncerned:

f. Appoint, engage, renew or terminate any lawyers, advocates or firm of advocates, legal

advisors, chartered accountants, valuers, merchant bankers, service providers and

consultants on such terms and conditions as Lleemed fit, to complete the demerger

process under the provisions of sections 230 to 232 read with section 66 of the

Companies Act, 2013 and related applicable rules ;:inrl rP.011l;:itinn5;

g. Execute, sign, submit and deliver all necessary petitions, pleadings, affidavits, notices

for summons, vakalatnamas, applications, letters, writings, undertakings, certificates,

contirmations, issue public advertisement, and/ or any other documents and/ or papers;

h. Move/ initiate appropriate proceedings in the relevant NCL T and/ or other regulatory

authorities, for Aivinq effect to the Scheme of Arr;:inoAmPnt fnr thP c;;:iirl rll?mfilrg�r .ind to

accept end car1y uul dt 1y dll�1 dliurn,, d1a11ye!:>, deletions, amendments, etc. to the

Scheme or to any of the documents in connection with the Scheme as may be required

by the NCLT or Central Government or any of its departments or by SEBI or any other

authority as aforesaid or as may deemed expedient or necessary;

i. Represent the company before NCL T, any other regulatory and/or statutory authorities

and departments in connection with the above matter;

j. Settle any questions, remove any difficulties or doubts thal may c:11 i�e from time to time In

regard to the proposed Scheme;

k. Accepting servir.es of notices or other process which m.:iy from time to timP. hP i.:;5ued in

connection with the matter aforesaid and also to serve any such notices or other

processes to parties or persons concern;

I. Delegate to any other officer of the company or any lawyer or counsel as may be

deemed necessary or prudent, any or all of their powers in connection therewith;

m. Affix common seal of the company, if required, on any deed or documents in this regard

as per the provisions of the Articles of Association of the company;

n. Do all such acts, deeds, matters and things as may be deemed necessary, expedient,

incidental or consequential in connection with the approval and implementation of the

Scheme including satisfaction of the conditions of effectiveness of the Scheme and the


Tel. 91-11-47334100, Fax· 91-11-26811676 E-mail· [email protected], Website: www.shardamotor.com

CIN NO-L74899DL 1986PLC023202


closing actions under the Scheme, and as may be required to be done to give effect to

this resolution."


Financial Officer and Mr. Nitin Vishnoi, Company Secretary of the Company be and is hereby

authorized severally to issue any fresh resolution on all or any of the matters referred above or

incidental thereto and to do all such acts, deeds and things as may be required to be done to

give effect to the above resolution including furnishing certified copy of the resolution to any

authority, person or government body."

Certified to be true

Nitin Vishnoi /

Company Secretary

Date: 15.04.2019

Place: New Delhi

Regd. Office : 0-188, Okhla lndustnal Area, Phase-I, New Delhi - 110 020 (INDIA)

Tel.· 91-11-47334100, Fax 91-11-26811676

E-mail : [email protected], Website · www.shardamotor.com

CIN NO-L74899DL 1986PLC023202

r• 1 0TA \1 1 30 & c6' Chartered Accountants

E-61, Lower Ground Floor, Kolko1i, New Delhi-110019 (lnrlin\ Ph - (011) .1()"i,117n(l 05 E-mod : [email protected] / Website : .,,ww.gupfovigg.com

To,The Board of Directors.Sharda Motor Industries LimitedD-188, Okhla Industrial Area,Phase-I, New Delhi - 110020India

1111s 1s to certify that to the best of our knowledge and belief and as per Balance Sheet andStatement of Profit & Loss, as approved by Board of Directors and produced before us, the NetWorlh (Pre �cheme ot Arrangement) of Sharda Motor Industries Limited (herelnaftet· referredto as "tlw Company" or "SMIL"), a Public Limited Company, having its registered officr at 0-188, Okhla Industrial Arca, Phase-I, New Delhi - 110020 as on December 31, 2018 is Rs.41358-47 Lakhs (Rupees Four Hundred Thirteen Crores Fifty Eight Lakhs Forty Seven'l'holl!and Unly). lt(efcr .\nncxurc 1J

We furthe1 ::.tale that the computation of Net Worth of SMIL, us ubo"c, is based on the bnlunccsheet and other relevant documents, information and explanations given to us by themanagement of the Company. We mention that we have not audited or carried out any duediligence on the financials of the Company and information and explanations, as provided bythe management of the Company have been relied upon by us.

For Gupta ViAA & Co.

Chartered AccountantsF�m Re�istration No.001::1q::1N

.�V,'-·Y CA Deepak Pokhriyal

PartnerMembership No. 524778U DJJJ �- I CJ\ 2. 4 '.) 18 /:\ fl An A f) 8 .3. 4 (;Place: New DelhiDate: 25.03.2019

Ludh,ono Off,c.i 1 U 1 K. Kosll'nt Lornpl,,x, GT. Rnod, Molle, C11111, ludh,0 110 14 I 003 (l11ch11 PhoM (01 c, 1) 2:;:!??9 / T,•lr.•nx (0 Ir',\\ ?:)3'i 15<, f:.,nn·I ou,ilo�,u:J@ij ·111,l.corn

. --rr"· \a • ,, � • ' • ' ' . . ' .

2�3

/ / Annexurc-1

Calculation of Net Worth of SMIL as on December 31, 2018 (Pre Scheme of Arrangement) as per above mentioned Scheme of Arrangement

Particulars Rs. inLakhs

Equity Share Capital 594.63

Other Equity

Retained Earnings 19738.1{

General Reserve 21025.68 40763.84

INetWorth ofSMILAs On December 31, 2018 41358-4,

Note: The above 'Net Worth' has been computed after considering all the free reserves as per Section 2(43) of the Companies Act, 2013 as on December 31, 2018.

ruoTA_ \''GG & CO �.2: Chartered Accountants

E-61, Lower Ground Floor, Kolkoji, New Delhi-110019 (Indio} Ph. : (011} 40543700-05E-moil : [email protected] / Website : www.guptovigg.com

To,

The Roard of Directors,



rh"�.--l, Nrw n,·lhi - 11nn?n

India

This is to certify that to tne best of our knowledge and belief and as per the Balance

Sheet and Statement of Profit & Loss Account, as approved by Board of Directors and

produced before us, the Net Worth (Post Scheme of Arrangement) of Sharda Motor

Industries Limited (hereinafter referred to as "the Company" or "SMIL"), a Public

Limited Company, having its registered office at D-188, Okhla Industrial Area, Phase-I,

New Delhi - 110020 as on December 31, 2018 will be Rs. 28239.28 Lakhs (Rupees Two

Hundred Eighty Two Crores Thirty Nine Lakhs �vcnty Eight Thousand Only) [Refer

Annexure 1], on the assumption that the "Automobile Seating Undertaking of SMIL,

shall be transferred to NOR Auto Components Limited, as a going concern, by way of a

demerger, under a composite scheme of arrangement which would be approved by Board of Directors between Sharda Molor Industries Limited and NDR Auto Components Limited and their respective shareholders and creditors ("Scheme of

Arrangement") under sections 230 to 232 of the Companies Act, 2013, read with section

66 of the Companies Act, 2013, subject to requisite statutory and other approvals.

We fut1her state that the computation of Net Worth (Post Scheme of Arrangement) of

SMIL, as above, is based on the balance sheet and other relevant documents,

information and explanations given to us by the management of the Company. We

mention that we have not audited or carried out any due diligence on the financials of

y

Ludhiono Office : 101-K, Kismol Complex, G.T. Rood, Milll!r Gon1, Ludhiana 1 '1 l 003 (Indio) Phone· (0161) 2532?97 Telefax: (0161) 7535156 E mo,I guplov,[email protected]

/ the Compau) c111J information and 0xplam1tinns, ;:is proY1ded bv the manageJ11e11L uf the

Company have been relied upon hy us.

For Gupta Vigg& Co.


Firm Registration No. 001393N

,.�y· CA. Decpak Pokhriyal

Partner

Membership Nn. 524778

\ ll)J1,J f- lqS,9 4 ➔::) � /\f) A -9.,q ,= .9 roR

·Place: New Delhi

Date: 25.03.2019

/ /

Annexure-1

Calculation of Net Worth of SMIL as on December 31, 2018 (Post Scheme of Arrangement) as per above mentioned Scheme of Arrangement

Particulars Rs. in Lakhs

Equity Share Capital 594.6�

Other Equity

-Retained Earnings 19738.1(:

--General Reserve 7906-49 27644.65

Net Worth of SMIL (Post Scheme of Arrangement) .ru 28239.2� k)n December 31, 2018

Note: The above 'Net Worth' has been computed after considering all the free reserves as per Section 2(43) of the Companies Act, 2013 as on December 31, 2018.

(

----------'

r I I f')-r: A \/1 C ,-. r:, r ;J2. - - , Chartered Accountants

E-61, lower Ground Floor, Kolkoji, New Delhi-110019 {Indio) Ph. : (011) 40543700-05E-mail : [email protected] / Website : www.guplovigg.com

TO WHOMSOEVER IT MAY CONCERN

This is to certify that to the best of our knowledge and belief and as per the Balance Sheet and

Profit & Loss Account produced before us, the Net Worth (Post Scheme of Arrangement) of

NDR Auto Components Limited (hereinafter referred to as "the Company" or "NACL"), a

Company, having its registered office at D-188, Okhla Industrial Area, Phase-1, Delhi-110020 as

on the Appointed Date shall be Rs. 13,119.93 Lakhs (One Thirty One Crore Nineteen Lakhs

Ninety Three Thousand). [Refer Annexure 1], on the assumption that the "Automobile Seating

Undertaking of Sharda Motor Industries Limited ("SMIL"), shall be transferred by SMIL to

NACL as a going concern, by way of a demcrgcr, under a composite scheme of arrangement

behvecn Sharda Motor Industries Limited and NDR Auto Components Limited and their

respective shareholders and creditors under sections 230 to 232 of the Companies Act, 2013,

read with section 66 of the Companies Act, 2013, subject to requisite statutory and other

approvals.

We further slate Lhat Lhe computation of Net Worth of NACL, as above, is based on the balance

sheet and explanations given to us by the management of the Company. We mention that we

have not audited or carried out any due diligence on the financial and other information relied

upon by us.

For Gupta V1gg & Co.



\.\.y CA. Deepak Pokhriyal

Partner


t,'Dl..Nt IQS"'.2.41')!AAAAAK6'340

Place: New Delhi

Date: 25.03.2019

Ludh,ano O11,c,• : 101 K, K,smot Complex, G.T. Rood, Miller Gani, Ludhiono-14 1003 {Indio) Phone · (0161) 7531?9 7 Telefo� : (0161) 7535156 F.-moil : guptovigg@orno,l.com

Annexure-1

Calculation of Net Worth of NACL as on the Appointed Date (Post Scheme of Arrangement)

Particulars Rs. in Lakhs Rs. inLakhs


Othor Equity... -Retained Earnings (0.27

-General Reserve NIL (0.27)

NET WORTH OF NACL (POST) AS ON THE!APPOINTED DATE1 594.36

-Capital Reticn 1.:? 1::!,!>::!o.s7 l::!,5i5.57

r.!.T WORTH OF NACL (POST) AS ON THE 1�,11(}.(}1 ;\rPOINTCD DATLl!�CUffiING C.APTTAT RESERVE)

Notes:

1. The above 'Net \<\7orth' has been computed after cou�iueri..ng all the free reserves as per

Section 2(43) of the Companies Act, 2013 as on the Appointed date.

2. The above Capital RcscrYe shall be created in the books of NACL as per the Scheme

(Clause 13 - 'Accounting Treatment in the books of NACL').

t r, , �TA \ ,,r--r-- o rr\

Ju "'le'--·


E-61. Lower Ground Floor, Kolkoji, New Delhi-110019 (Indio) Ph : (011) 40543700-05E-rnoil . [email protected] /Website: www.guptovigg.com


This is to certifv that to the best of our knowledge and belief and as per the Balance-Sheet and

Profit & Loss Account produced before us. the Net Worth (Pre Scheme of Arrangement) ofNDR

Auto Componenls Lnmted (hereinafter referred to as ·'the Company" or ''NACL"), a Company,

havmg its registered office at D-188, Okhla Industrial Area, Phase-1, Delhi-110020 shall be Rs.

73,209/-(Seventy Three Thousand Two Hundred Nine Only). [Refer Annexure 1]

We further state that the computation of Net Worlh of NACL, as above, is based on the balance


have not audited or earned out any due diligence on the financial and other information relied

upon byus.



Firm Registration Number· 001393N

\, 't\·;YCA. Deepak Pokhriyal

Partner

Membership No.524778 VDLI\J�- 1qS--lY+18AAAAAJl..:+C+

Place: New Delhi

Date: 25.03.2019

ludhiono Off,ce: 10 J .K, K1\rnot Cnmplex, G.T. Rood, Mill1!r Gonj, Ludhiono 1t11003 (Indio) Phone: (0161) 7537797 Telcfo�: {0161) 7535156 E moil· quptnv1gg(ii)gn1oil.com

I Anncxure-1

CAkulation of Net Worth of NACL- (Pre Scheme of Arrangement)

Particulars Rs. in Lakhs IRs, in Lakhs


Other Equity

-Retained Earnings (0.27)

-General Reserve Nll (0.27)

·-

NET WORTH OF NACL (PRE) 0.73

Note: The above 'Net Worth' has been computed after considering all the free reserves as per

Section 2(43) of the Companies Act, 2013.

·• • "V · • .. - rt• ,t


CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF

DIRECTORS OF SHARDA MOTOR INDUSTRIES LIMITED ("THE COMPANY') IN ITS

MEETING HELD ON 5TH APRIL, 2019 AT SAMAYA CONFERENCE ROOM, HOTEL

ITC MAURYA, DIPLOMATIC ENCLAVE, SARDAR PATEL MARG, NEW DELHI -

110021


and NOR Auto Components Limited and their Respective Shareholders and

Creditors ("the Scheme')

"RESOLVED THAT pursuant to the provisions of sections 230 to 232 read with section 66 and

other applicable provisions. if any, of the Companies Act, 2013 and related applicable rules and

regulations (including any statutory modification(s) or re-enactment(s) thereof), relevant

provisions of the Memorandum of Association and Articles of Association of the company, the

recommendation of the Audit Committee of the company vide its report dated 5 th April, 2019,

and subject to the requisite @pprov�ls of shareholders and creditors of the company and othP.r

approvals and permissions of the Stock Exchange, Securities and Exchange Board of India

("SEBI"), Nation al Company Law T1 il;u11c1I. Dt:111i Bench ("t�CL T"), and other regulatory or

government bodies, as may be necessary under the applicable laws. the draft Scheme

providing for the demerger of Automobile Seating undertaking (as defined in the Scheme) of the

company into NOR Auto Components Limited, as per the draft Scheme of Arrangement

between Sharda Motor Industries Limited and NOR Auto Components Limited and their

respective shareholders and creditors ('the Scheme'), placed before the Board and initialed by

the Chairman of the Meeting for the purpose of identification. be and is hereby approved."

"RESOLVED FURTHER THAT the appointed date shall be December 31, 2018 (end of day), or

such other date as may be mutually decided by the Board of Directors of the company and NOR

Auto Components Limited, or such date as may be modified / fixed by the order of the NCL T."

"RESOLVED FURTHER THAT the net worth certificate dated 25 th March, 2019 issued from

M/s. Gupta Vigg & Co., Chartered Accountants, Statutory Auditors of the Company, be and is

hereby taken on record and approved."


Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLC023202


"RESOLVED FURTHER THAT the certificate dated 25th March, 2019 issued from Mis. Gupta

Vigg & Co., Chartered Accountants, Statutory Auditors of the Company , certifying percentage

turnover and profitability of the division being hived off vis-a-vis the other divisions of the

company, be and is hereby taken on record and approved."

"RESOLVED FURTHER THAT the National Stock Exchange of India Limited ("NSE") is hereby

appointed as the designated stock exchange for the purposes of coordination with the Stock

Exchanges and the SEBI in respect of the above Scheme and matters connected therewith."

"RESOLVED FURTHER THAT the report from the Audit Committee dated 5th April, 2019,

recommending the draft scheme for favorable consideration by the stock exchanges and SEBI

and accordingly in terms of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 read with SEBI Circular No. CFD/DIL3/CIR/2o17/21 dated March 10, 2017

("SEBI Circular") be and is hereby approved for submission to the stock exchanges and SEBI."

"RESOLVED FURTHER THAT the following documents pursuant to SEBI Circular are

considered and hereby approved by the Board:

a. Share entitlement Report from Mr. Rajesh Mittal, Chartered Accountants providing the

share entitlement ratio as under:

"for 1(0ne) equity share of face value of Rs.1o/- (Rupees Ten only) each held in Sharda

Motor Industries Limited as on the Record Date, the equity shareholders of Sharda

Motor Industries Limited shall be issued 1(0ne) equity share of face value Rs.1ol

(Rupees Ten only) each credited as fully paid-up in NOR Auto Components Limited";

b. Fairness Opinion from M/s. Sundae Capital Advisors Private Limited, Merchant Banker

on valuation of assets; and

c. Certificate as per para l(A)(5) of Annexure -I of the SEBI Circular from Mis. Gupta Vigg &

Co., Chartered Accountants, Statutory Auditors of the company, confirming the

compliance with the applicable accounting standards notified under the Companies Act,

2013 and other generally accepted accounting principles."


"RESOLVED FURTHER THAT an undertaking certified by M/s. Gupta Vigg & Co., Chartered

Accountants, Statutory Auditors stating the reasons for non-applicability of the conditions as

mentioned in Para 9 of Annexure I of the SEBI Circular be and is hereby reviewed, noted and

approved."

"RESOLVED FURTHER THAT pursuant to the provisions of Sub-section (2) of Section 232 of

thP 1.nmr;:rniPS Ar.t, ?nn, thP RP.rnrt nf nirP.r.tnrs rl;:itP.rl !1 th Arril ?Orn_ P.Xf)l;:iinino P.ffP.(.t of thP.

Scheme of Arrangement between Sharda Motor Industries Limited and NOR Auto Components

Limited and their respective shareholders and creditors on shareholders and key managerial

personnel and directors laying out in particular the share exchange ratio, as placed before the

Board, is hereby taken on record, approved and accepted."


Financial Officer and Mr. Nitin Vishnoi, Company Secretary of the Company, be and are hereby

severally authorized on behalf of the Board, inter alia, to:



b. Finalise and settle the draft Scheme with such modifications as they may deem fit which

do not amount to a material change in the substance of the Scheme;

c. Make and agree to such alterations, conditions and changes to the Scheme as may be


Control Govornmont or tho NCL T, or ony othor authority concerned (including stock

exchanges, SEBI, Registrar of Companies ("ROC"), Regional Director, tax authorities,



regard;

d. Make applications, petitions, replies, affidavits and file forms to the relevant authorities,

including stock exchanges and other persons (including shareholders and creditors) for

their approval to the Scheme, and to make such disclosures to the government and

regulatory authorities concerned (including stock exchanges, SEBI, Registrar of

Companies (''ROC"), Regional Director, tax authorities, etc.) and other persons as may

Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi - 11 O 020 (IN DIA)

Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLC023202


undertake all necessary actions including signing / executing all such applications,

letters, writings, affidavits, undertakings, certificates, confirmations and all other

documents, deeds, etc. as may be necessary in this regard;

e. File application with NCL T or such other appropriate authority seeking directions as to

convening / dispensing with the meeting of the shareholders/ creditors of the company

and where necessary, to take steps to convene and hold such meetings as per the

directions of NCL T/ other authorities concerned;

f. Appoint, engage, renew or terminate any lawyers, advocates or firm of advocates, legal

advisors, chartered accountants, valuers, merchant bankers, service providers and

consultants on such terms and conditions as deemed fit, to complete the demerger

process under the provisions of sections 230 to 232 read with section 66 of the

Companies Act, 2013 and related applicable rules and regulations;



confirmations, issue public advertisement, and/ or any other documents and/ or papers;

h. Move/ initiate appropriate proceedings in the relevant NCL T and/ or other regulatory

authorities, for giving effect to the Scheme of Arrangement for the said demerger and to

accept and carry out any alterations, changes, deletions, amendments, etc. to the

Scheme or to any of the documents in connection with the Scheme as may be required

by the NCL T or Central Government or any of its departments or by SEBI or any other

authority as aforesaid or as may deemed expedient or necessary;

1. Represent the company before NCL T, any other regulatory and/or statutory authorities

and departments in connection with the above matter;

j. Settle any questions, remove any difficulties or doubts that may arise from time to time in

regard to the proposed Scheme;

k. Accepting services of notices or other process which may from time to time be issued in

connection with the matter aforesaid and also to serve any such notices or other


I. Delegate to any other officer of the company or any lawyer or counsel as may be

deemed necessary or prudent, any or all of their powers in connection therewith;

m. Affix common seal of the company, if required, on any deed or documents in this regard

as per the provisions of the Articles of Association of the company;


Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLC023202


1'1. uo all suct1 c:ltl�, U!::!tH.l�. 1111::1lll..!1:.. <..111u l11i11�c. ...il m�y be deemed ncocooory, nirrnrlinnt.

incidental or consequential in connection with the approval and implementation of the

Scheme including satisfaction of the conditions of effectiveness of the Scheme and the

closing actions under the Scheme, and as may be required to be done to give effect to

this resolution "


Financial Officer and Mr. Nitin Vishnoi, Company Secretary of the Company be and is hereby

authorized severally to issue any fresh resolution on all or any of the matters referred above or

incidental thereto and to do all such acts, deeds and things as may be required to be done to

give effect to the above resolution including furnishing certified copy of the resolution to any

authority, person or government body."

Certified to be true

Nitin Vishnoi

Company Secretary

Date: 15.04.2019

Place: New Delhi


Tel.. 91-11-47334100, Fax· 91-11-26811676

E-mail : [email protected], Website · www.shardamotor.com

CIN NO-L74899DL 1986PLC023202

?

NDR AUTO COMPONENTS LIMITED

CERTIFIED TRtJE COPY OF THE RESOLUTION PASSRD RV THR ROA.KU U.i'

DIRECTORS OF NDR AUTO COMPONENTS LIMITED ("THE COMPANY'') IN

THEIR MEETI TG HELD ON 5rn APRIL, :.1019 AT 3:00 .P.M. AT THE

REGISTERED OFFICE OF THE COMPAATY AT D-188, OKI-HA INDUSTRIAL

AREA, PHASE-I, NEW DELHI-110020


and NDR Auto Components Limited andthcir Re-'pective 9hareholdc1·� <111J

Creditors ('the Scheme')

"RESOLVED THAT pursuant to the provisions of sections 230 to 232 read with section 66

und othor upplioublo prov:ioiono, if any, of tho Companioo Aot, C!Ol!) and related applicable

rules and regulations (including any statutory modification(s) or re-enactment(s) thereof),

relevant provisions of the Memorandum of Association and Articles of Association of the

company, and subject to the requisite approvals of shareholders and creditors of the

curn_µauy arn.1 uU1e1· avvruvals a11<.l ve1·111IBslu11s uf Lhe Stoek lliwhan�e, Securities and

Exchange Board of India ("SEBI"), National Company Law Tribunal, Delhi Bench ("NCLT")

constituted under the provisions of the Companies Act, 2013, and such other ·regulatory or

government bodies, as may be necessary under the applicable laws, the draft Scheme

providing for the demerger of Automobile Seating undertaking(as defined in the Scheme) of

Sharda Motor Industries Limited into the company, as per the draft Scheme of Arrangement

between Sharda Molor lndustrles Llmlted and NJ.JR AUto Components Llmltedand their

respective shareholders and creditors ('the Scheme'), placed before the Board and initialed

by the Chairman of the Meeting for the purpose of identification, be and is hereby approved."

"RESOLVED FURTHER THAT the appointed date shall be December 31, 2018 (end of

day), or such other date as may be mutually decided by the Board of Directors of Sharda

Motor Industries Limited and the Company, or such date as may be modified / fixed by the

order of the NCLT."

"RESOLVED FURTHER THAT the Share entitlement Report from Mr. Rajcsh Mittal,

Chartered Accountants, Registered Valuer providing the share entitlement ratio as under, is

considered and hereby approved by the Board:

Regd. Office: 0-188, Okhla Industrial Arca Phase-I, Delhi-110020

Phone: 011-47334100; e-mail: [email protected]

CINt lJ293040L2019PLC347460

NDRAUTO COMPONENTS LIMITED

'Jar 1 equity share of face value of Rs.10/- (Rupees Ten only) each held in SMIL as on the

Record Date, the equity shareholders of SMIL shall be issued 1 equity share of face value

Rs.10/- (Rupees Ten only) each credited as.fully paid-up in NACL"

"RESOLVED FURTHER THAT the Fairness Opinion from Ms. Sundae Capital Advisors

Private Limited, Merchant Banker on the share entitlement report issued by the valuer in

connection with the Scheme, as placed before the Board, be and is hereby taken on record

and approved for the purposes of the Scheme."

"RESOLVED FURTHER THAT the net worth certificate dated 25th March, 2019 issued

by from M/s.Gupta Vigg & Co., Chartered Accountants, Statutory Auditors of the Company,

be and is hereby taken on record."

"RESOLVED FURTHER THAT pursuant to the provisions of Sub-section (2) of Section

232 of the Companies Act, 2013, the Report of Directors dated 5th April, 2019, explaining

effect of the Scheme of Arrangement between Sharda Motor Industries Limited and NDR

Auto Components Limited and their respective shareholders and creditors on shareholders

and key managerial personnel and directors laying out in particular the share exchange ratio,

as placed before the Board, is hereby taken on record, approved and accepted."

"RESOLVED FURTHER THAT Sh. Ajay Relan, Sh. Dharam Asrey Aggarwal and all the

directors of the Companybe and are hereby severally authorized on behalf of the Board, inter

alia, to take all such steps as may be necessary in connection with the following:



b. Finalise and settle the draft Scheme with such modifications as they may deem fit

which do not amount to a material change in the substance of the Scheme;

e. Make and agree to such alterations, conditions and changes to the Scheme as may be


Central Government or the NCLT, or any other authority concerned (including stock

exchanges, SEBI, Registrar of Companies ("ROC''), Regional Director, tax authorities,



regard;

Rcgd. Office: D-J 88, Okhla Industrial Arca Phase-J, Delhi- I 10020

Phone: 011-47334 l00 ; e-mail: [email protected]

CIN: U29304OL2019PLC347460

..


d. Make applications, petitions, replies, affidavits and file forms to the relevant

authorities, including stock exchanges and other persons (including shareholders and

creditors) for their approval to the Scheme, and to make such disclosures to the

government and regulatory authorities concerned (inclucling stock exchanges, SEBI,

Registrar of Companies ("ROC"), Regional Director, tax authorities, etc.) and other

persons as may be required in relation to the Scheme or giving effect to thereto and

for that purpose to undertake all necessary actions including signing / executing all

such applications, letters, writings, affidavits, undertakings, certificates,

confirmations and all other documents, deeds, etc. as may be necessary in this

regard;

e. File application with NCLT or such other appropriate authority seeking directions as

to convening / dispensing \t\ri.th the meeting of the shareholders/ creditors of the

company and where necessary, to take steps to convene and hold such meetings as

per the directions of NCLT/ other authorities concerned;

f. Appoint, engage, renew or terminate any lawyers, advocates or firm of advocates,

legal advisors, chartered accountants, valuers, merchant bankers, service prmriders

and consultants on such terms and conditions as deemed fit, to complete the

demerger process under the provisions of sections 230 to 232 read with section 66 of

the Companies Act, 2013 and related applicable rules and regulations;



confirmations, issue public advertisement, and/ or any other documents and/ or

papers;

h. Move/ initiate appropriate proceedings in the relevant NCLT and/ or other

regulatory authorities, for giving effect to the Scheme of Arrangement for the said

demerger and to accept and carry out any alterations, changes, deletions,

amendments, etc. to the Scheme or to any of the documents inconnection with the

Scheme as may be required by the NCLT or Cenh·al Government or any of its

departments or by SEBI or any other authority as aforesaid or as may deemed

expedient or necessary;

1. Represent the company before NCLT, any other regulatory and/or statutory

authorities and departments in connection with the above matter;

j. Settle any questions, remove any difficulties or doubts that may arise from time to

time in regard to the proposed Scheme;

Rcgd. Office: 0-188, Okhla Industrial Arca Phase-I, Oclhi-110020

Phone: OJ 1-47334100; e-mail: [email protected]

CIN: U29304DL2019PLC347460


k. Accepting services of notices or other process v,,hich may from time to time be issued

in connection with the matter aforesaid and also to serve any s_uch notices or other


1. Delegate to any othP.r officer of the company or any lawyer or counsel as may be

deemed necessary oi' prudent, any or all uf Ll1cir µuwen; iu cu1111ediu11 Ll1erewilh;

m. Affix- common seal of the company, if required, on any deed or documents in this

regard as per the provisions of the Articles of Association of the company;

n. Do all such acts, deeds, matters and things as may be deemed necessclry, expedient,

incidental or consequential in connection ,,vith the approval and implementation of

the Scheme including satisfaction of the conditions of effeclivent:�::. uf Ll1e Sd1e111e

and the closing actions under the Scheme, and as may be required to be done to give

effect to this resolution."

"RESOLVED FURTHER THAT Sh. Ajay Relan, Sh. Dharam Asrey Aggarwal and all the

directors of the Company be and is herebyauthorized to issue any fresh resolution on all or

any of the matters referred above or incidental thereto and to do all such acts, deeds and

things as may be required to be done to give effect to the above resolution including

furnishing certified copy of the resolution to any authority, person or government body."

Certified to be true For NDR Auto Components Limited

Dhar�ey��

Director DIN: 07720007

Date: 16lh April, 2019

Place: Delhi

Regd. Office: D-188, Okhla Industrial Arca Phase-I, Delhi-110020


CIN: U29.30..iDL2019PLC347460

��


To,

Manager - Listing Compliance


'Exchange Plaza'. C-1, Block G,

BandraKurla Complex, Bandra (E),

Mumbai - 400 051

Date: 22nd April, 2019


Dear Sir /Madam,

Subject:- In the matter of Arrangement between Sharda Motor Industries Limited

(Demerged Company) and NDR Auto Components Limited (Resulting Company)

under Section 230-232 of Companies Act, 2013 read with section 66 of the

Companies Act, 2013

In connection with the subjected matter, Sharda Motor Industries Limited, Demerged Company (herein after referred to as "The Company") hereby confirm that:

I. The Company, its promoters or Directors have never been declared as willful defaulter asper RBI Circular Ref. No. RBI/2015-16/100 DBR.No.CID.BC.22/20.16.003/2015-16dated July 1, 2015 by the Banks.

II. The Company, its promoters or Directors have not been directly or indirec_tly, debarredfrom accessing the capital market or have been restrained by any regulato"ry authorityfrom, directly or indirectly, acquiring the said securities.

III. The Company, its promoters or Directors do not have direct or indirect relation vvith thecompanies, its promoters and whole-time directors, which are compulsorily delisted byany recognized stock exchange.

Thanking You,

For and on behalf of Sharda Motor Industries Limited

-----Ajay Relan Managing Director DIN: 00257584


Tel.: 91-11-47334100, Fax: 91-11-26811676


GIN NO-L74899DL 1986PLC023202

---

NDRAUTO COMPONENTS LIMITED ,4 �"•iovd, -Ll..

To, Manager - Listing Compliance

National Stock Exchange of India Limited 'Exchange Plaza'. C-1, Block G,

Barn.l1dKurln Complon, Bandra (TT),

Mumbai - 400 0Sl

Dear Sir,

Date 16th April, 2019

Subject:- In the matter of Arrangement between Sharda Motor Industries Limited

(Demerged Company) and NDR Auto Components Llmilt:u (Resulting Company)

under Section 230-232 of Companies Act, 2013 read with section 66 of the

Companies Act, 2013.

In connection with the subjected matter, NDR Auto Components Limited, Resulting Company

(herein after referred to as "The Company") hereby confirm that:

I. The Company, its promoters or Directors have never been declared as willful defaulter asper RBI Circular Ref. No. RBI/2015-16/100 DBR.No.CID.BC.22/20.16.003/2015-16dated July 1, 2015 by the Banks.

II. The Company, its promoters or Directorn have not been directly ur indirectly, dcbnrrcdfrom accessing the capital market or have been restrained by any regulatory authorityfrom, directly or indirectly, acquiring the said securities.

TTT. The Company, its promotP.rs or Directors du not have direct or indirect relation with thecompanies, its promoters and whole-time directors, whld1 cU'I:! cu111pulaorily dcltotod byany recognized stock exchange.

Thanking You,

For and on behalf ofNDRAuto Components Limited

(k-�(J"°''oW f Dharam Asrey Aggarwal

Director DIN: 07720007

Regd. Office: D-188, Okhla Industrial Area Phase-I, Delhi-110020


CIN: U29304DL2019PLC347460

4 IA 11 t� rlb·�


Brief Particulars of Sharda Motor Industries Limited and NDRAuto Components

Limited

Particulars Resulting Company Demerged Company

N:lme: of the: r.omp::iny NDR Auto Components Limited ("MACL")

n-,RR, nldd;1 T,11l11-.;l1·i,tl Ar':'r1, Plrn�t:-1, New Delhi-110020 NA<:T. <;hnll rm·,·v nllt thr Biti·in"H activities in the following areas of

1. Assembling, blending, 111a11ufaduri11g, tlesign, development, dealing and supplying components, engineering goods, equipment and interior components for the automotive and non-automotive industry for domestic and export purpv.5C..5.

11. M::in11fart11ring f::ihrirating and asse1111JI111g, lJuylug, 8elll11g, Import, export, distribution and dealing in or all and every kind ofautomotive components including seats, spare parts and component for the seats and to deal in each and every kind of activity associated with the manufacture and trading of any kind of componontc, whothor directly or indirectly or whether in India or abroad.

iii. Manufacturing, trading, import,export in any and of or every kind of parts, interiors and components made from rubber, foam, rnbbcrized foam, coir, yarn, (whether synthetic or woolen) whether used singly or by blending of or with various chemicals for various automotive or non-automotive application.

Sharda Motor Inductriec Limited n;l\HL")

D-188, Ol�hla Inductriol AronPhase-I New Delhi 110020 SMIL has the following bucinoGG undertakings: 1. Suspension, Exhaust, Silencer,

Canopy and White Goods Undertaking engaged in manufacturing of suspension, e.<liam,l, sllem:e1', Ca11uvy a11tl white goods i.e. Air Conditioner & Compommts thP.rP.nf; r1ncl

2. AutomobileUndertaking

Seating engaged 111

111r1n11fart11ring nf ::i11tn111nhilP::,ectliug.

Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi-110 020 (INDIA)

Tel.: 91-11-47334100, Fax: 91-11-26811676


GIN NO-L74899DL 1986PLC023202


Name of Exchanges

where securities of

the company are

listed

Designated Stock

Exchange

Scheme provides for

Consideration

1v nrvrlnpmr.nt. tr.sting, validation

of all and every type of

components, advisory of setting

up of manufactming line,

process(es), suppliers of technical

know-how, equipments and man

power suppliers, site planners etc.

Currently the securities of NDR Auto

Components is not listed on any Stock

Exchange(s) but are proposed to be

listed on BSE Limited and National

Stock Exchange of India Limited post

approval of Scheme by National

Company Law Tribunal

BSE Limited and

National Stock Exchange of India

Limited


The Scheme of Arrangement provides for demerger of Automobile Seating

Undertaking (as defined in the Scheme) of Sharda Motor Industries Limited

into NDR Auto Components Limited on a going concern basis from

Appointed Date December 31, 2018 (end of day)

Exchange Ratio - 1:1

As per the Share Entitlement Report issued by Mr. Rajesh Mittal, Chartered

Accountants:

"'for every 1 (One) equity share of face value of INR 10/- (Rupees Ten only)

each held in SMIL as on the Record Date, the equity shareholders of SMIL

shall be issued 1 (One) equity share of face value INR10/- (Rupees Ten only)

each credited as fully paid-up in NACL"

Total No. of shares to be issued: 59,46,326

Will any of the The shares of the unlisted Company are proposed to be listed on BSE Limited

unlisted companies and National Stock Exchange of India Limited post approval of Scheme by

seek listing pursuant National Company Law Tribunalpursuant to Rule 19(2)(b) of SEBI (SCRR),

to Rule 19(2)(b) of 1957.

SEBI (SCRR),1957

The arrangement is aimed at demerger of "Automobile Seating undertaking"

Ralionale for Lhc (hereinafter defined) of SMIL into NACL to segregate the said business. The

scheme transfer and vesting by way of a demerger shall achieve the following benefits

for SMIL and NACL:

a) The Automobile Seating Undertaking carried on by SMIL has

significant potential for growth. The nature of risk, competition,

challenges, opportunities and business methods for the Automobile

Seating Undertaking is separate and distinct frrun the other business

'.\oR INo�

j :sNEW DEL c,i °" f"7)

'-s-s � Cl V � Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi - 11 O 020 (INDIA)

Tel.. 91-11-47334100, Fax· 91-11-26811676E-mail : [email protected], Website . www.shardamotor.com

CIN NO-L7489!ml 19R6PLC023202


of the Company. The Automobile Seating Undertaking would become capable of attracting a different set of investors, strategic partners, lenders and other stakeholders and would further enhance the shareholders wealth.

b) The management teams and Board of Directors of SMIL and NACL••vulJ Ul- dule Lu d1d1 L uuL irn.leveJ1ueJ1L !:>Lialegles uf Lltelr resveetlvebusinesses to maximize value creation for their respectivestakeholders. Demerger shall enhance focus of management on theoperations of the Automobile Seating Undertaking by NACL andSuspension, Exhau:,t, 3ilem:e1, Cauuvy autl While goo<ls Undertakingby SMIL.

c) As part of the Resulting Company, the Automobile Seating businessshall be amenable Lo u1;;w.:l1111arki11g, au<l l>e in a position to allrat:tthe right set of investors, strategic partners, employees and otherrelevant stakeholders.

<l) The demerger will permit mcreased tocus by SMIL and NACL on their rcspcctivr. lmsinP.ssP.s in nri!Pr tn hl:'ttl:'r meet Lht'.ir re:;pt:divt: customers' needs and priorities, develop their own network of alliances and talent models LliaL are t:rilit:al Lo success.

R..-1"-••·I uf Auull AuJil Cummlnoo report dared 5"' April 2019 has recommended th� d1dil

Committee scheme for favorable consideration Valuation by Share Entitlement Report issued by Mr. Rajesh Mittal, Chartered independent Accountants, Registered Valuer (Registration No. IBBI/RV /03/2018/

Chartered 10074)

Accountant

Name of the

valuer/valuer firm

and Regn no.

Name of Merchant M/s. Sundae Capital Advisors Private Limited, a Catego1y 1, Merchant Banker giving Banker, in its fairness opinion dated March 25, 2019 has opined that the fairness opinion share entitlement ratio as recommended by the valuer is fair. Appointed Uate December 31, 2018 (end of day) Shareholding Pattern Pre Post

of NOR Auto No.of % of holding No. of Shares % of holding

Components Limited Shares

(As on 31st March,

2019)

Promoter 10,000 100% 43,52,579 73.2%

Public - - 15,93,747 26.8%

Custodian - -TOTAL 10,000 100% 59,46,326 100%

�e � NEW DELHI � 1) I

� �\ "s �i:,V �Re d. Office : D-188 Okhla Indus ri I Ar Ph - -g t a ea, ase I, New Delhi 110 020 (INDIA)

Tel: 91-11-47334100, Fax: 91-11-26811676 7

E-mail : [email protected], Website : www.shardamotor.comCIN NO-L74899DL 1986PLC023202


No of shareholders 7 8695

Shareholding pattern Pre Post

ofSMIL No.of % of holding No. of Shares % of holding

(as on 31st March, Shares

2019)

Promoter 43,52,579 73.2% 43,52,579 73.2%

Public 15,93,747 26.8% 15,93,747 26.8%

Custodian - - - -

Total 59,46,326 100% 59,46,326 100%

No of shareholders 8,695 8,695

Minimum public Yes

shareholding

in all the companies

pre and post

amalgamation is in

compliance with

Regulation 38 of

SEBI (LODR)

Regulations, 2015

('Listing

Regulations')

Approval of Not applicable (Refer Annexure I)

shareholders

through postal ballot

and e- voting

Compliance with The Company has vide letter dated April 16, 2019 (Refer Annexure N)

Regulation confirmed that the proposed scheme of amalgamation to be presented to

11 of the Listing any court or Tribunal does not in any way violate or override or circumscribe

Regulations the provisions of SEBI Act, 1992, the Securities Contracts (Regulation) Act,

1956, the Depositories Act, 1996, the Companies Act, 1956/2013, the rules,

Regulations and guidelines under the Acts, the provisions as explained in

Regulation 11 of the SEBl (Listing Obligations and Disclosure

Requirements) Regt1lations, 2015 or the reqt1irements of SEBI Circulars and

stock exchanges.

Statutory Auditor's Gt1pta Vigg & Co., Chartered Accot1ntants, Statutory Auditors of SMIL and

certificate NACL, have provided the certificates dated March 25, 2019 confirming the

confirming the accounting treatment as per SEBI circular.

compliance of the

accounting treatment

as specified in Para

(I)(5)(a) of the SEBI

Circular

Compliance Report Compliance Report as the SEBI Circt1lar has been submitted along with the

Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi-110 020 (INDIA)

Tel.: 91-11-47334100, Fax: 91 -11-26811676


CIN NO-L74899 DL 1986PLC023202


n� pP-r SF.RT (;ir�nlnr

NetWorth

Pre

Post

Capital before the

scheme

(No. of equity shares

as well as capital in

rupees)

No. of shares to be

issued

Cancellation of

shares on account of

cross holding, if any

Capital after the

Scheme (No. of

equity shares as well

as capital in rupees)

:1pplir:1tinn :1tt:1rhP.rl :1!"; /\nnnnrP. H

(Rs. In Lakhs) (Rs. In Lakhs)

0.73 41,358.47

13,119.93 28,239.28

Particulars Amount Particulars Amount (INR)

(INR)

Authorised share 1,00,000/- Authorised 50,00,00,000/-

capital share capital

10,000 shares of Rs. 5,00,00,000

10 each shares of Rs. 10

each

Paid up share 1,00,000/- Paid up share 5,94,63,260/-

capital capital

10,000 shares of Rs 59,46,326

10 each shares of Rs 10

each

As per the Share Entitlement Report issued by Mr. Rajesh Mittal, Chartered

Accountants:

'Jar every 1 (One) equity share of face value of INR 10/- (Rupees Ten only)

each held in SMIL as on the Record Date, the equity shareholders of SMIL

shall be issued 1 (One) equity share of face value INR10/- (Rupees Ten only)

each credited as fully paid-up in NACL"

Total No. of shares to be issued: 59,46,326

All the equity shares held by SMIL in NACL and issued by NACL to SMIL

shall stand cancelled


Authorised 5,94,63,260/-

share capital

59,46,326

shares of Rs. 10

each

Paid up share 5,94,63,260/-

capital

59,46,326

shares of Rs 10

each

Particulars

Authorised

share capital

5,00,00,000

shares of Rs. 10

each

Paid up share

capital

59,46,326 shares

of Rs 10 each

�e I � NEWDELH/ � Icl-.&,;

V)

'YS * -�V

Amount

(INR)

50,00,00,000/-

5,94,63,260/-

i-

Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi - 11 O 020 (INDIA) 1/ Tel.: 91-11-47334100, Fax: 91-11-26811676

E-mail : [email protected], Website : www.shardamotor.comCIN NO-L748990l 1986PLC023202

Sharda Motor Industries Ltd.Relation among the

companies involved

in the scheme, if any

Details regarding

change in

management conh·ol

in listed or resulting

company s�d<lng

listing, if any

Date: 5th April, 2019

Place: Delhi

NACL is a wholly owned subsidiary of SMIL. SMIL holds 100% equity share

capital ofNACL.

Resulting Company - Upon the Scheme becoming effective, the shareholding

pattern of NACL shall be identical to the shareholding pattern of SMIL. There

is no change in management control.

1Jt::111ul!,1.-J Cum puny Nu cliuugu iu Lill) mln:\g(lm1:nt 1·1111 In ,1

Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi - 110 020 (INDIA) Tel· 91-11-47334100, Fax· 91-11-26811676

E-mail: [email protected], Website www.shardamotor.comCIN NO-L74899DL 1986PLC023202

�ric.,�ur�-N

Sharda Motor Industries Ltd.- -·

To,

Manager - Listing Compliance


'Rxohango Plal!a', C li Bloolc C,

BamlraKurla Complex, Bandra (E),

Mumbai-400 051

Dear Sir,


Sub.: Application under Regulation 37 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 for the proposed Scheme of Arrangement between

Sharda Motor Industries Limited and NDR Auto Components Limitedand their respective

shareholders and creditors

In connection with the above application, we hereby confirm that:

1. The proposed scheme of amalgamation/ arrangement/merger/reconstruction/ reduction of capital

� to be presented to the National Company Law Tribunal, New Delhi does not in any way violate or

override or circumscribe the provisions of the SEBI Act, 1992, the Securities Contracts (Regulation)

Act, 1956, the Depositories Act, 1996, the Companies Act, 1956 / Companies Act, 2013, the rules,

regulations and guidelines made under these Acts, the provisions as explained in Regulation 11 of the

SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and the requirements of

SEBI circulars and Stock Exchanges.

2. The draft scheme of amalgamation/ arrangement together with all documents mentioned in SEBI

circular has been disseminated on company's website as per the link given hereunder: www.

Shardamotor.com

3. The company shall obtllifl:--Sfl-a-reheleers' approval by 'Nay of speei-atteselu-t-ion passed through postal

ballot/ e voting as mentioned in elause __ , page no. __ of the draft scheme (if applicable).

Further, the company shall proceee-wtth-the draft scheme-EHl:ly--i-f-the vote cast by the public

shareholders in favor of the proposal-is-more than the num13CF-of 1,·otcs east by public shareholders

against it.Not Applicable

4. The company shall disclose the observation letter of the stock exchange on its website within 24 hours

of receiving the same.

5. In case of Unlisted company/ies being involved in the Scheme of Arrangement:

a. The Company shall include the applicable information pertaining to the unlisted entity/ies

involved in the scheme in the format specified for abridged prospectus, certified by a SEBI

Registered Merchant Banker, as provided in Part D of Schedule VIII of the ICDR Regulations, in

the explanatory statement or notice or proposal accompanying resolution to be passed sent to the

shareholders while seeking approval of the scheme and the same shall be submitted to Stock

Exchanges.


Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986PLC023202

2.


b. The peFeentage of shaFCholding of pre scheme public shareholdeFS of the listed entity and the

Qualified Institutional BuyeFS (QIBs) of the unlisted entity, in the post scheme shaFeholding

pattern of the "meFged" company shall not be less than 25%. Not applicable

6. The documents filed by the Company with the Exchange are same/ similar/ identical in allrespect,

which have been filled by the Company with Registrar of Companies/SEBI/Rese£¥e Bank of India,

wherever applicable.

7. TheFC 'Nill be no alterntion in the ShaFC Capital of the unlisted transfeFOF company from the one gi·;en

in the drnft scheme of amalgamation/ arrnngement. Not applicable

8. The draft scheme is in compliance v.rith all applicable SEBI circulars as amended from time to time

and SEBI (LODR) Regulations,2015.

Nitin Vi

Company Secretary


Place: Delhi

Regd. Office : D-188, Okhla Industrial Area. Phase-I, New Delhi - 110 020 (INDIA)

Tel.: 91-11-47334100, Fax: 91-11-26811676


GIN NO-L74899DL 1986PLC023202

l ·�l�-=!J

::r GU 0TA VIGG & CO.


E-61, lower Ground Fioor, Kalkaji, New Delhi-110019 (Ind io) Ph. (011) 40543700-05E-mail : [email protected] / Website · www.guptavigg.com


This is to certify that to the best of our knowledge and belief and as per the Balance Sheet and

Profit & Loss Account produced before us, the Net Worth (Post Scheme of Arrangement) of

NDR Auto Components Limited (hereinafter referred to as "the Company" or "NA.CL"), a C:omp,iny, h:wine it,c; rPei,c;tPrPrl nffice at D-188, Okhla Indu6trial Aron, Phaoe 1, Dclhi-110020 as

on the Appointed Date shall be Rs. 13,119.93 Lakhs (One Thirty One Crore Nineteen Lakhs

Ninety Three Thousand). [Refer Annexure 1], on the assumption that the "Automobile Seating

Undertaking of Sharda Motor Industries Limited ("SMIL"), shall be transferred by SMIL to

NACL as a going concern, by way of a demerger, under a composite scheme of arrangement

between Sharda Motor Industries Limited and NDR Auto Components Limited and their

respective shareholders and creditors under sections 230 to 232 of the Companies Act, 2013,

read \,ith section 66 of the Companies Act, 2013, subject to requisite statutory and other

appro,·als.

We further stale that the computation of Net Worth of NACL, as above, is based on the balance


have not audited or carried out any due diligence on the financial and othP.r information relied

upon by us.




,J�)/ CA. Deepak Pokhriyal

Partner


L'DJ.N: 1qs-.2..41 )g"AAI\AAKf-340

Place: New Delhi

Date: 25.03.2019

Ludh,ona 011,cc: '0 I K, K,•,mot Complex, GT Rood, M,ll,:,r Gonj, Ludhiana 14 1003 (lnd,o) Phone · (0161I2':,'J2797 Teldn• 10161 \ 15:.1515(, [ mo,I gup1av,gow)1_1 1'1n·I com

- . ......... . .

'

Anne:,,._'Ure-1

Calculation of Net Worth of NACL as on the Appointed Date (Post Scheme of Arrangement)

!Particulars !Rs. in Lakhs !Rs. in Lakhs

!Equity Share Capital 594.63

Other Equity


�-General Reserve Nll (0.27)

INET WORTH OF NACL (POST) AS ON THE !APPOINTED DATE1 594.31:

-Capital Reserve2 12,525.5, 12,525.5�

!NET WORTH OF NACL (Posn AS ON THE 13,119.93 !APPOINTED DATEINCLUDING CAPITAI !RESERVE)

Notes:

1. The above 'Net Worlh' has been computed after considering all the free reserves as per

Section 2(43) of the Companies Act, 2013 as on the Appointed date.

2. The above Capital Reserve shall be created in lhe books of NACL as per the Scheme

(Clause 13 - 'Accounting Treatment in the books of NACL').

\

CLJPTA 'IIGG & CO. -yChartered Accountants

E-61, Lower Ground Floor, Kolkop, New Uelhr-I I UU I Y llndroJ 1-'h. lU I I J ,iu,43:tbO-OjE-mail· knwnl [email protected] /Website: www.guptovrgg.com

TOWHOMSOEVERITMAYCONCERN

This 1s to certify that to the best of our knowledge and belief and as per the Balance Sheet and

Profit & Loss Account produced before us, the Net Wo� (Pre Scheme of Arrangement) of NDR

Auto Components Limited (hereinafter referred to as "the Company" or "NACL"), a Company,

ha\1.ng its reg1Stered office at D-188, Okhla Industrial A.Pea, Phase-1, Delhi-110020 shall be Rs.

73,209/-(Seventy Three Thousand Two Hundred Nine Only). [Refer Annexure 1]

We further state that the computation of Net Worth of NACL, as above, is based on the balance


have not audited or earned out any due diligence on the financial and other mformation relied

upon by us.




�•:Y CA. Deepak Pokhriyal

Partner

Membership No.524778 VD.Ctv�- /q S'"2Y :J 1 € AA AAAJL�C+

Place: New Delhi

Date: 25.03.201C)

Ludh,ana Office : 101-K, K,�nint C nn,plr:, G. T Rood, Miller Gan 1, Ludh;ono 1111003 (lnd1nl Phone: (0161) 7531797 folc!m. 10161) 7:,35156 E mo,I guptnv11w@g1110,l.cnm

/ Annexure-1

Calculation of Net Worth of NACL- (Pre Scheme of Arrangement)

Particulars IR.s. in Lakhs Rs. inLakhs


Other Equity


-General Reserve NIL (0.27)

NET WORTH OF NACL (PRE) 0.73

Note: The above 'Net Worth' has been computed after considering a11 the free reserves as per

Section 2(43) of the Companies Act, 201�.


To, Manager - Listing Compliance National Stock Exchange oflndia Limited 'Exchange Plaza'. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

Dear Sir,

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for· the proposed scheme

In connection with the above application, I, Director of NDR Auto Components Limi\ed (The Company) hereby confirm that:

I. There shall be no change in the shareholding pattern or control in the company betweenthe record date and the listing which may affect the status of this approval.

2. The equity shares sought to be listed are proposed to be allotted by the company to theholders of securities of a listed entity (transferor entity) i.e. Sharda Motor IndustriesLimited, pursuant to a scheme of reeonstruction or amalgamation (Scheme) sanctionedby a High CourtNational Company Law Tribunal -1:Hldcr Section 391 394 of the Compal:1i€5Act, 1956 or under Section 230-234 of the Companies Act,2013.

3. At least 25% of the post scheme paid up share capital of the transferee entity i.e. NDRAuto Components Limited shall comprise of shares allotted to the public holders inSharda Motor Industries Limited, the transferor entity.

4. The Company will not issue/reissue any shares, not covered under the Draft scheme.

5. As on date of this confirmation there are no outstanding warrants/ instruments/agreements which give right to any person to take the equity shares in the company at anyfuture date.

[If there are such instruments stipulated in the Draft scheme, the percentage referred totfl-f)oint (3) above, shall be computed after giving effect to the consequent increase ofcapital on account of cornpulsery· conversions outstanding as well as on the assumptionthat the options outstanding, if any, to subscribe for additional capital ·.vill bemcerciseehNot Applicable

6. The draft scheme of amalgamation/ arrangement together with all documents mentionedin SEBI circular has been disseminated on the listed company's "DemergerCompany's" website, i.e. Sharda Motor Industries Limited as per the link givenhereunder:\'\'Ww.shar�lamotor.com

Regd. Office: D-188, Okhla Industrial Arca Phase-I, Oelhi-110020

Phone: 011-47334100; e-mail: [email protected] --�---

R�'?ON<"

,t.,Cl : U29304OL2019PLC347460

'f;.(j

Nfl� OE \- \ � �"(W - I � ::- (JV-, '°'\_

()' >"'


7. The shares of the transferee entity issued in lieu of the locked-in shares of the transferorentity are subjected to the lock-in for the remaining period.

8. Names and PAN of the following along with the details of clisciplinary action taken if anyby any regulatory authonhes agamst: No disciplinary acdoll taken lf any by anyregulatory authorities against the following. Name and PAN of the followingis as under:

Particulars Name PAN

Company NDR Auto Components AAGCN4573Q Limited

Companies under same - -1nanagement

Promoters and Sharda Motor Industries AAACS6855J promoting companies Limited

Directors of the Aiav Relan AAEPR42i:;6P Company Sharda Relan AAKPR2245N

Dharam Asrev A2"1rnrwal AAAPA0687R Companies promoted 1. Bharat Seats Limited AACB0219M by the promoters of the 2. Relan Industrial company Finance Limited AAACR3700R

3. Tuyula Boshokul{elan lndia Private AAECT9754D Limited

4. Toyo Sharda India AAFCT2385P Private Limited

5. Exhaust Technology AAFCE4217R Private Limited

Subsidiaries and - -

Associate _Companies

Note: Due to the non-applicability for the Appointment of Company Secretary under the provisions of Companies Act, 2013, the Company has not appointed the Company Secretary, accordingly this annexure has been signed by the Director of the Company.

Date: 16 th April, 2019

Place: Delhi Dharam Asrey Aggarwal

0-<,�� Directo1


Phone: 011-47334100 ; e-mail: [email protected]

CIN: U29304DL2019PLC347460

NOR AUTO COMPONENTS LIMITED

Names and PAN


Company NDR Auto Components MGCN4573Q

Limited

Companies under same - -

management

'Promoters and �harda Motor industries AAACS6�ssJ

promoting companies Limited

n i l'l't·I .. , ... ., f I Ji,. r. .. 1111 ,., 11 y Aj.,y Rl\l.�n AAfi.PRtP:!,riP

Sharda Relan MKPR2245N

Dhararn ru.rey Agga1 wal AAAPAu68;R

Companies promoted by Bharat Seats Limited AACB0219M

the promoters of the Relan Industrial Finance company Limited AMCR37OOR

Toyota Boshoku Relan India AAECT9754D Private Limited

Toyo Sharda India Private Limited AAFCT2385P

Exhaust Technology Private AArCC4� I 7R

Limited


Associate Companies

°" �� °'-.cSW-�

NDRAUTO COMPON.ENTS LIMITED

To,

Listing Department


Address: 'Exchange Plaza'. C-1, Block G,

Bandra Kurla Complex, Bandra (E),

Mumbai - 400 051

Dear Sir/ Madam


Sub.: Application under Regulation 37 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 for the proposed Scheme of Arrangement between

Sharda Motor Industries Limited and NOR Auto Components Limited and their respective

shareholders and creditors ('the Scheme')

In connection with the above application, it is hereby confirmed:

(a) Equity shares issued by NDR Auto Components Limited pursuant to the scheme of arrangement shall

be listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited,

subject to SEBI granting relaxation from applicability under Rule 19(2)(b) of the Securities Contract

(Regulation) Rules, 1957.

(b) NDR Auto Components Limited shall comply with all the provisions contained in SEBI circulars no.

CFD/DIL3/CIR/2017/21 dated 10th March, 2017, CFD/DIL3/CIR/2017/105 dated September 21,

2017andCFD/DIL3/CIR/2018/2 dated January 3, 2018.

(c) NDR Auto Components Limited shall also fulfill the Exchange's criteria for listing and shall alsocomply with Rules, Byelaws, and Regulations of the Exchange and other applicable statutoryrequirements.

(d) There will be no change in share capital ofNDRAuto Components Limited till the listing of the equity

shares of the NDRAuto Components Limited on BSE Limited.

(e) The shares allotted by NDR Auto Components Limited pursuant to the Scheme shall remain frozen inthe depositories system till listing/trading permission is given by the designated stock exchange.

(f) the draft Scheme under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 isin Compliance with SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017.

Thanking you

�ro-o-�w4 Dharam Asrey Agg

Director

DIN: 07720007


Phone: 011-47334100 ; e-mail: [email protected]

CIN: U29304DL2019PLC347 460

Pa.

l"'�"lT

A VICC I{ C0 Chartered Accountants

E-61. Lower Ground Floor, Kolkoj,, New Oelhi-110019 (Indio) Ph. · (011) 40543700-05E-mool: kowol [email protected] /Website: wv,w.guptov,gg.com

Independent Practitioner's Certificate on the Statement of Turnover and profit

after tax for the years ended March 31, 2017 and March 31, 2018 and net worth

as at March 31, 2017 and March 31, 2018

To,



0-188, Okhla Industrial Area,


India

This Certificate is issued in accordance with the terms of our engagement letter dated

25.02 2019 in reference to the Draft Scheme of Arrangement ('the Scheme")

between Sharda Motor Industries Limited and NDR Auto Components Limited and

their respective shareholders and creditors.

2 The acrompanymg Statement of Turnover and profit after tax for the years ended

March 31, 2017 and March 31, 2018 and net worth as at March 31, 2017 and March

31, 2018 (hereinafter referred together as the "Statement") (Annexure-1) contains the

details as required pursuant to compliance with the terms and conditions contained

in connection with aforesaid Scheme, which we have i11itialled for identification

purposes on I) .

Management's Responsibility for the Statement

3. The preparation of the Statement is the responsihilit) of the Management of Sharda

\1otor lndustrie� Limited (hereinafter the "Company'') including the identification of

assets and liabilities of relevant divisions, preparation and maintenance of all

accounting and other relevant supporting records and documents. This responsibility

includes the design, implementation and maintenance of internal control relevant lo

the preparation and presentation of the Statement and applying an appropriate basis

of preparation. y

ludh,ono 011,ce · 10 I K, K,�mot Co,,,p!,•x, GT Roc,d, M,11,•r Gon1, tudh,onn 1,11003 (Indio) Phon<l • (01 b 1) '2537797 Tololox (0161) 753'i 156 [-moil : tJUptov,gg(<i)gn•nol com

Practitioner's Responsibility

4 Pursuant to the requirements of the Scheme, it is our responsibility to provide a

reasonable assurance whether the amounts in the Statement that form part of the

Turnover and profit after tax for the years ended March 31, 2017 and March 31, 2018

and net wo1th as at March 31, 2017 and March 31, 2018 have been accurately

extracted from the audited financial statements/ books of accounts for the years

ended March 31, 2017 and March 31, 2018 and net worth as at March 31, 2017 and

March 31, 2018 is arithmetically correct.

5. The audited financial statements for year ended March 31, 2018 referred to in

paragraph 4 above, have been audited by us. Our audit of the financial statements for

the year ended March 31, 2018 was conducted in accordance with the Standards on

Auditing and other applicable authoritative pronouncements issued by the Institute

of Chartered Accountants of India. Those Standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial

statements arc free of material misstatement.

The audited financial statements for the year ended March 31, 2017 referred to in

paragraph 4 above, al'I;! based on the previously issued statutory financial statements,

uudltcd by ll111 p1cd,;-r,-c:c:nr m,rlitor whose report for the yi>ar <'nrle<l March 31, 2017,

Jnlcd May :JU, :1017 cxrr1•-.:-.1•tl :m 1111H1111lilir,1l opinion on thooo finanr.i:11 i;tatcm,.ntc;,

as adjusted for the differences in the accountmg pnnc1ples adopted by LI,� Cu,111,1.iu;

on transition lo the Tnd AS, which have been audited by us. Our opinion is not

modified in respect of above matter.

6. We conducted our examination of the Statement in accordance with the Guidance

Note on Reports or Certificates for Special Purposes issued by the Institute of

Chartered Accountants of India. The Guidance Note requires that we comply with the

ethical requirements of the Code of Ethics issued by the Institute of Chartered

Accountants oflndia.

7 We have complied with the relevant applicable requirements of the Standard on

Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews

of I listorical Financial Infonnation, and Other A<;surancc and Related Services

Engagements. y

3)0

Opinion

8. Based on our examination, as above, we are of the opinion that the amounts in

statement in respect of turnover and profit after tax for the years ended March 31,

2017 and March 31, 2018 have been accurately extracted from the audited financial

statements/ books of accounts/ for the years ended March 31, 2017 and March 31,

2018 and net worth as at March 31, 2017 and March 31, 2018 is arithmetically

accurate.

Restriction on Use

9. The certificate is addressed to and provided to the Board of Directors of the Company

solely for the purpose to enable comply with requirement of the Scheme and to

submit the accompanying Statement to the Stock Exchange (NSE and BSE), and

should not be used by any other person or for any other purpose. Accordingly, we do

not accept or assume any liability or any duty of care for any other purpose or to any

other person to whom this certificate is shown or into whose hands it may come

without our prior consent in writing.


Cba1tere<l Accountanls

Firm Registration No. 00139:3N

\.\.� CA. Dccpak Pokhriyal

Partner

Membership t\o. 524778

01)1 I'-\·. I q 'S � \.\'l 1i 01\ I\ f\f\ C. ... 1..�&S

Place: New Delhi

Date: 25.03.2019

Annexw·e-1

Statement showing turnover and profit after tax and net worth as on March 31,

2017 and March 31, 2018

(Rs. in Lakhs)

Particulars Financial Net %to Turnover %to Profit After %to

Year Worth Total (Gross) Total Tax Total

(See Note 3

below)

Automobile :.!010-17 9,470.58 33.19% · 34,514.65 27.85% 383.64 6.77%

Seating 2017-18 11,697.14 32.Q5% 32,314.64 :.!6,44% 2,226.56 28.3196

Undertakine

(Demerged)

Other 2016-17 19,065.69 66.81% 89,409.99 72.15% 5,285.26 93.2396

Di\'isions 2017-18 23,805.55 67.05% 89,891.54 73-56% 5,638.70 71.69%

(Remaining

Undertaking)

Total 2016-17 28,536.27 100% 1.'l1 fl" 1 rq 100% S,b�.90 100%

2017-18 35,50:.!.69 100% 1,22,206.18 10096 7,865 'l6 100%

Not<'s:

1. Net worth has been calculated based on the audited financial statements/ Books of

accounts of the respective division /Company for the Financial Years ended March

31, 2017 and March 31, 2018.

2. Net worth of the demcrgcd division (Automobile Seating Undertaking) is calculated

on the basis of net Assets of the division i.e. total assets as reduced by total Liabilities.

'I11e net worth of the Remaining unde1tak1111: is r:il,·ubtod b} 1t:uuclng Lhe net worth

uf demergcd division (Automobile Seating Undertaking) from the net worth of the

Company as a whole.

3. The Net worth figures of rc111ainlng undertaking is after conside1ing provision for

income tax of the Company .is the same is calculated / accounted on corporate le"el.

Income tax on profit has been considered al corporate level only. Hence, the net

profit of demerged undertaking is calculated without providing Income Tax and net

profit of remaining unde1taking is calculated after providing Income Tax for the

Company as a whole al corporate le,cl.

4. Th1,; abo\'c TurnO\'Cr is inclusive of fair value gain on ln\'estments as per rclcrnnt Ind

AS.

A,')��>-: v, ,(,,, - �j_


BRJEF DETAILS OF THE PROMOTER A.1"'\l"D BOARD OF DIRECTORS OF SHARDA MOTOR INDUSTRJES LIMITED "DEMERGED COMP ANY''

List of Promoters ofDemerged Company as on 31st March, 2019

Sr.No Name PAN

A PROMOTERS

1. Ajay Relan AAEPR4256P

2. RohitRelan AAEPR4255Q

B PROMOTER GROUPS

3. Mala Relan AAGPR9096P

4. AashimRelan AIBPA1875G

5. RituRelan AAHPR1324B

6. RishabhRelan AIXPR1116R

7. AyushRelan AIXPR1086J

8. Pranav Relan AIXPR1085M

9. Ajay Relan (HUF) AAAHA4525L

10. Narinder Dev Relan (HUF) AAAHN2912C

11. RohitRclan (HUF) AAAHR6044K

12. Ram ParkashChowdhry AAAPC2315C

13. Indira Chowdhry AAFPC2366L

List of Board of Directors of Demerged Company as on 31st March, 2019

Sr. No Name DIN PAN

1. Kishan Nagin Parikh 00453209 ABWPP6531A

2. ShardaRelan 00252181 AAKPR2245N

3. Ajay Rclan 00257584 AAEPR4256P

4. RohitRelan 00257572 AAEPR4255Q

5. Ram Prakash* 00337775 AAAPC2315C

Choudhary

6. Satinder Kumar Lambah 07425155 ABDPL2191D

7. Ashok Kumar 02804551 APUPB7542R

Bhattacharya

8. Udayan Banc1jcc* 00339754 AAHPB3641F

9.

10.

11.

12.


.1Sire�\\a1Mil1a iuuy;)8uu� Key Managerial Personnel(s)

Nanic

Ajay t<..elan

Vivek Bhatia

Nitin Vishnoi

- �

Dc,.;ignalion

chief l.!.xecutn·e

Officer

Cliief Fiuam:ial

Officer

-- --

Company Secretaiy

I A.l)AP Mu�;)::1G

DIN PAN

002575U4 AA.l.!.1' t<..42501'

00185182 AADPB2204L

AAYPV5238R

*Resigned from the Directorship of the Company w.e.f 1st April, 2019

** Appointed as Director of the Company, w.e.f. 13th February, 2019

Regd. Office : 0-188, Okhla Industrial Area, Phase-I, New Delhi - 110 020 (INDIA}

Tel.: 91-11-47334100, Fax: 91-11-26811676


CIN NO-L74899DL 1986P LC023202


BRIEF DETAILS OF THE PROMOTER AND BOARD OF DIRECTORS OF NDR AUTO COMPONENTS LIMITED "RESULTING COMPANY''

Sr.No

1.

S.No.

1 2 3

List of Promoters of Resulting Company as on 31st March, 2019

Name I PAN

PROMOTER/ PROMOTER GROUP

Sharda Motor Industries Limited I AAACS6855J

Name DIN PAN

Ajay Relan 00257584 AAEPR4256P Sharda Relan 00252181 AAKPR2245N Dharam Asrey Aggarwal 07720007 AAAPA0687R

J) f'JcP • - 2 r 5Regd. Office: 0-188, Okhla Inc strial Area Phase-I, Delhi-110020


Cl : U29304DL2019PLC347460


To,

Manager - Listing Compliance National Stock Exchange of India Limited 'Exchange Plaza'. C-1, Block G, Bandra Kurla Complex, 8andra (E), Mumbai - 400 051

Dear Sir,

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed scheme

In connection with the above application, I, Director of NDR Auto Components Limited (The Company) hereby confirm that:

I. There shall be no change in the shareholding pattern or control in the company betweenthe record date and the listing which may affect the status of this approval.

2. The equity shares sought to be listed are proposed to be allotted by the company to theholders of securities of a listed entity (transferor entity) i.e. Sharda Motor IndustriesLimited, pursuant to a scheme of reeonstruetion or amalgamation (Scheme) sanctionedby a Hi�h CourtNational Company Law Tribunal under Section 391 394 of thr D.ompnnipqAct, 1956 or under Section 230-234 of the Companies Act,2013.

3. At least 25% of the post scheme paid up share capital of the transferee entity i.e. NDRAuto Components Limited shall comprise of shares allotted to the public holders inSharda Motor Tncl11strif's I .imitPrl, the transferor entity.

4. The Company will not issue/reissue any shares, not covered under the Draft scheme.

5. As on date of this confirmation there are no outstanding warrants/ instruments/agreements which give right to any person to take the equity shares in the company at anyfuture date.

[If there are such instruments stipulated in the Draft scheme, the percentage refeffed totn-point (3) above, shall be computed after gi\r,ng effect to the consequent increase ofcapital on account of eom-pttt5ory conversions outslanding as well as on the assumptionthat the optiens oulslanding, if any, to su-bser-if>e----fet'-f.Htt!-i-1:-i-Onal capital will beexereis�Not Applicable

6. The draft scheme of a-Rlalgamation/ arrangement together with all documents mentionedin SEBI circular has been disseminated on the listed company's "DemergerCompany's" website, i.e. Sharda Motor Industries Limited as per the link givenhereunder:"'"'"'' .shardamotor.�om

Regd. Office: D-188, Okhla Industrial Arca Phase-I, Dclhi-110020


CIN: U293040L2019PLC347460

Annexure O


7. The shares of the transferee entity issued in lieu of the locked-in shares of the transferorentity are subjected to the lock-in for the remaining period.

8. Names and PAN of the following along with the details of disciplinary action taken if anyby any regulatory authorities against: No disciplinary action taken if any by anyregulatory authorities against the following. Name and PAN of the followingis as under:


Company NDR Auto Components MGCN4573Q Limited


management

Promoters and Sharda Motor Industries AMCS6855J promoting companies Limited

Directors of the Ajay Relan MEPR4256P Company Sharda Relan MKPR2245N

Dharam Asrev Ae:e:arwal MAPA0687R Companies promoted 1. Bharat Seats Limited MCB0219M by the promoters of the 2. Relan Industrial company Finance Limited AMCR3700R

3. Toyota BoshokuRelan India Private MECT9754D Limited

4. Toyo Sharda India MFCT2385P Private Limited

5. Exhaust Technology MFCE4217R Private Limited


Associate Companies

Note: Due to the non-applicability for the Appointment of Company Secretary under the provisions of Companies Act, 2013, the Company has not appointed the Company Secretary, accordingly this annexure has been signed by the Director of the Company.

Date: 16U1 April, 2019

Place: Delhi Dhru·am Asrey Aggarwal

(A_� �"-"Bt.?ei· Regel. Office: D-188, Okhla Industrial Area Phase-I, Delhi-110020

Phone: 011-4733410 0; e-mail: [email protected]

CIN: U29304OL2019PLC347460

Annexure O

NOR AUTO COMPONENTS LIMITED

Names and PAN

I1u1•tiuub.rt. N;uue PAN

Company NDR Auto Components AAGCN4573Q Limited


management

Promoters and Sharda Motor Industries AAACS6855J promoting companies Limited

Directors of the Company Ajay Relan AAEPR4256P

Sharda Relan AAKPR2245N

Dharam Asrey Aggarwal AAAPA0687R

Companies promoted by Bharat Seats Limited AAC80219M the promoters of the Relan Industrial Finance company Limited AAACR3700R

Toyota Boshoku Relan India AAECT9754D Private Limited

Toyo Sharda India Private Limited AAFCT2385P

Exhaust Technology Private AAFCE4217R Limited


Associate Companies

Pre and post Arrangement shareholding pattern in Word Format for all companies involved in the scheme

Demerged Company Resulting company P r1H1rrangentent !-'re-arrangement Post-arrangement

Sr Ucscription !Ill!,: uf No. of

% No. of

% No. of

% Shareholder shares shares slrnres

Shareholding of (A) Promoter and

Promoter Croup

I Indian Names of Promoter Ajay Relan

19,200 0.32% - - 19,200 0.32% (HUF) Narinder Dev

30,000 0.5% 30.000 0.5% Relan (HUF) - -

Rohit Relan '1'1,'100 0.7591. 44,400 0.7.'.i% (HUF)

-

Ram Parkash GOO 0.01% Chowdhry

- - 600 0.01%

Individuals/ Rohit Relan 4,28,818 7.21% - - 4,28,818 7.21%

Hindu Undivided Ajay RelHII 19,27,219 JL.41% - - 19,'.tl,LIIJ 32.41%

Family Indira 52,437 0.88% 52,437 0.88%

Chowdhry - -

Mala Relan 5,20,826 8.76% - - 5,20,826 8.76%

Ritu Relan 7,42,520 12.49% - - 7.42,520 12.49%

Aashim Relan 3,04,440 5.12% - - 3,04,440 5.12%

Pranav Relan 92,265 1.55% - - 92,265 1.55%

Ayush Relan 68.421 1.15% - - 68.421 1.15%

Rishabh Relan 1.21,433 2.04% - - 1,21,433 2.04%

Central

(bl Government/

State - - - - - - -

Government(s)

Sharda Motor

(c) Bodies Corporate Industries - - 10,000 100.00% - -

Limited*

Financial (cl) Institutions/ - - - - - - -

Banks

(c) Any Others - - - - - - -

ub Total(A)(l) - 43,52,579 73.20% 10,000 100% 43,52,579 73.20%

2 Foreign

Individuals (Non-Residents

(a) Individuals/ - - - - - - -

Foreign Individuals)

(b) Bodies Corporate - - -- - - -

(c) Institutions - - - - -- -

(d) Any Others - - - - - - -

Sub Total(A)(2) - - - - - --

Total Shareholding of Promoter• and

43,52,579 Promoter Group - 73.20% 10,000 100% 43,52,579 73.20%

(A)= (A)(l)+(A)(2)

(B) Public

sharcholdin2

I Institutions

(a) Mutual Funds/

UTI - - - - - - -

Financial

(b) Institutions 5.496 0.09% Banks

- - 5,496 0.09%

Central

(c) Government/

7,100 0.12% 7,100 0.12% State - -

Government(s)

(d) Venture Capital

- - -- -

- -Funds

(e) Insurance

Companies - - - - - - -

Foreign

(f) Institutional 30,742 0.51% - - 30,742 0.51% Investors

(g) Foreign Venture

- - - - --Capital Investors

(h) Any Other - - -- - - -

Sub-Total (8)(1) 43,338 0.73% - - 43,338 0.73%

2 on-institutions

(a) 13odies Corporate 2.79,819 4.71% - - 2,79,819 4.71%

(b) Individuals

Individuals -i.

Individual

I shareholders

8.61,892 14.49% 8,61,892 14.49% holding nominal - -

share capital up to Rs 2 lakh II. Individual

'

shareholders

II holding nominal

3.38,922 5.70% 3,38,922 5.70% share capital in- -

excess of Rs. 2lakh.

(c) Any Other 69,776 1.17% -- 69.776 1.17%

(8)

(C)

Sub-Total (8)(2) 15,50,409 26.07% - - 15,50,409

Total Public Shareholding

15,93,747 26.8% - - 15,93,747 (8)=

(8)(1)+(8)(2)

TOTAL (A)+(8) 59,46,326 100% 10,000 100% 59,46,326

Shares held by Custodians and

against which - - - - -

DRs have been issued

GRAND TOTAL 59,46,32G 100% 10,000 100% 59,46,326

(A)+(8)+(C)

* Including 6 (Six) Nominee Shareholders holding One Share each on behalf of Sharda Motor

Industries Limited

26.07%

26.8%

100%

-

100%