HELLA INDIA LIGHTING LTD Report 2016-17.pdfif any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time (including any statutory modification(s)

www.hella.co.in

HELLA INDIA LIGHTING LTDANNUAL REPORT2016-17

57th Annual Report1

BOARD OF DIRECTORS(In alphabetical order)Mr. Anil Sultan(Alternate Director)Mr. Avinash Razdan Bindra(Non-Executive Independent Director)Mr. Tarun Kumar Gulati(Non-Executive Independent Director)Mr. Rama Shankar Pandey(Managing Director)Dr. Nicolas Wiedmann(Director)

COMPANY SECRETARYMr. Shikhar Goel

REGISTERED OFFICEK-61B, LGF, Kalkaji,New Delhi - 110019

MANUFACTURING UNIT -IAT (AMBALA)Ambala Chandigarh Highway,Derabassi - 140507, Punjab

UNIT - IIMANUFACTURING & TRADING WAREHOUSEAT CHENNAIShri Mookambika Enterprises, No 16,Thattankulam Road, Madhavaram,Chennai, TamilNadu

UNIT - IIIIMANUFACTURING & TRADING WAREHOUSEAT GURGAONKhewat Number 240/220, Kila Number 17/6,Badshahi Road, Surat Nagar - II, Gurgaon,Haryana - 122001

UNIT - IVTRADING WAREHOUSEAT - PUNEChambli Phata, Chambli Gaon RoadOpp.-Vitthal Nagar, ChakanDist.-Pune, Maharashta, Pin Code - 410501

CONTENTS PAGE NO.

Notice ……………………………………………...2

Directors' Report ……………………………….....13

Independent Auditor's Report ..............................38

Balance Sheet ..…………………………………...44

Profit & Loss Account …………………………......45

Cash Flow Statement …………………………......46

Notes to Financial Statement ...........................47

Proxy Form .........................................................77

Attendance Slip ....................................................79

BANKERSHDFC BankDeutsche BankState Bank of PatialaState Bank of IndiaCanara BankAxis BankHSBC Bank

REGISTRAR & SHARE TRANSFER AGENTLink Intime India Pvt. Ltd.44 Community Center, 2nd Floor, Naraina IndustrialArea, Phase I, New Delhi - 110028

AUDITORSDeloitte Haskins & Sells LLP7th Floor, Building No. 10, Tower B,DLF Cyber City Complex,DLF City Phase - II, Gurgaon-122002

ANNUAL GENERAL MEETINGDate: 21st September 2017Time: 9:00 A.M.Place: Resort Green Villa, The Nikunj (Nitesh Kunj)Hotel Complex, Gate No. 2, N.H.-8, Samalka, 1KM ahead from Shiv Murti, New Delhi - 110037

57th Annual Report2

NOTICE

Notice is hereby given that the 57th Annual General Meeting of the members of Hella India LightingLimited (CIN: U74899DL1959PLC003126) to be held at Resort Green Villa, The Nikunj (Nitesh Kunj)Hotel Complex, Gate No. 2, N.H.-8, Samalka, 1 KM ahead from Shiv Murti, New Delhi - 110037, Indiaon Thursday, 21st day of September 2017 at 9:00 A.M. to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the Audited Balance Sheet as at 31st March 2017, Profit & Loss Account for theperiod ended on that date and the reports of the Board of Directors' and Auditor's thereon.

2. To appoint a Director in place of Dr. Nicolas Wiedmann who retires by rotation and is eligible & offershimself for reappointment.

3. To ratify the appointment of Statutory Auditors and to fix their remuneration. In this connection, toconsider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions thereof,if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time(including any statutory modification(s) or any re-enactment(s) thereof, M/s. Deloitte Haskins & SellsLLP, Chartered Accountants, (Membership No. 117366W/W-100018), Gurgaon, the Statutory Auditorsof the Company, who holds office from 56th Annual General Meeting until the conclusion of 61th AnnualGeneral Meeting of the company, on such remuneration as may be decided by the Board of Directorsof the Company, be and is hereby ratified."

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass the following resolution, with or without modification(s),as an Ordinary Resolution:

"RESOLVED THAT pursuant to provision of section 148 read with the companies (Audit and Auditors)Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 and the rules madethereunder, as amended from time to time, the Company hereby ratifies the remuneration ofRs. 75000/- p.a. + Tax (as applicable) + actual out of pocket expenses if any incurred, by Cost Auditorof the Company i.e. M/s Mushtaq - A - Mir, Cost Accountants (Firm Registration No. 104114), who havebeen appointed by the Board of Directors as the cost auditors of the company, to conduct the audit forthe cost records of the Company, for the financial year ending on 31st March 2017."

5. To consider and if thought fit, to pass the following resolution, with or without modification(s),as an Ordinary Resolution:

"RESOLVED THAT pursuant to provision of section 148 read with the companies (Audit and Auditors)Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 and the rules madethereunder, as amended from time to time, the Company hereby ratifies the remuneration ofRs. 75,000/- p.a. + Tax (as applicable)+ actual out of pocket expenses if any incurred, by Cost Auditorof the Company i.e. M/s Mushtaq-A-Mir, Cost Accountants (Firm Registration No. 104114), who havebeen appointed by the Board of Directors as the cost auditors of the company, to conduct the audit forthe cost records of the Company, for the financial year ending on 31st March 2018."

6. To consider and if thought fit, to pass the following resolution, with or without modification(s),as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 read with Schedule V andother applicable provisions, if any, of the Companies Act, 2013 ("the Act") and Rules made thereunder(including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevantprovisions of the Articles of Association of the Company and all applicable guidelines issued by theCentral Government from time to time and subject to such other approvals, as may be necessary,

57th Annual Report3

consent of the Members be and is hereby accorded to the appointment of Mr. Rama Shankar Pandey(DIN: 02848326) as the Managing Director of the Company for a period of 3 years w.e.f. 1st January,2018 and upon the following terms and conditions including remuneration with further liberty to theBoard of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemedto include any Committee constituted / to be constituted by the Board) from time to time to alter the saidterms and conditions of appointment and remuneration of Mr. Rama Shankar Pandey in the best interestsof the Company and as may be permissible at law, viz.:

i. Salary: As per schedule V including Perquisites, HRA and other allowances and Reimbursementof expenses on actuals.

ii. Annual HIBS Bonus as may be applicable and decided by management.

iii. Annual remuneration review is effective 1st January each year, as per the policy of the Company.

RESOLVED FURTHER THAT the aggregate of the remuneration and perquisites as aforesaid in anyfinancial year shall not exceed the limit from time to time under Section 197, Section 198 and otherapplicable provisions of the Act and Rules made thereunder, read with Schedule V of the said Act orany statutory modification(s) or re-enactment thereof for the time being in force, or otherwise as may bepermissible at law.

RESOLVED FURTHER THAT wherein any financial year, the Company has no profits or its profits areinadequate, the remuneration including the perquisites as aforesaid will be paid to Mr. Rama ShankarPandey in accordance with the applicable provisions of Schedule V section II of the Act, and subject tothe approval of the Central Government, if required.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, mattersand things as may be deemed necessary to give effect to the above resolution."

By Order of the BoardFor Hella India Lighting Limited

Sd/-Place: Gurgaon Shikhar GoelDate: 22nd August, 2017 Company Secretary

Membership No. ACS 35031

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINTANY OTHER PERSON AS PROXY TO ATTEND AND VOTE INSTEAD OF HIM AND SUCH PROXYNEED NOT BE A MEMBER OF THE COMPANY.

Provided that such proxy shall not have the right to speak at such meeting and shall not beentitled to vote except on poll.

2. The instrument(s) appointing the proxy, if any, should be delivered at the registered office of theCompany at K-61B, LGF, Kalkaji, New Delhi - 110019, not less than 48 (forty eight) hours beforethe commencement of the meeting and in case of default, the instrument of proxy shall be treatedas invalid.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregatenot more than ten percent of the total share capital of the company carrying voting rights. Providedthat a member holding more than ten percent of the total share capital of the company carryingvoting rights, may appoint a single person as proxy and such person shall not act as proxy for anyother person as shareholder.

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4. The Register of Members and Share Transfer Books of the Company shall remain close for aperiod of 10 days, from 11th September, 2017 to 21st September, 2017 (both days inclusive).

5. Members are requested to send request for change in their addresses, if any, directly to theRegistrar & Share Transfer Agent viz. Link Intime India Private Limited (formerly Intime SpectrumRegistry Limited), 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase - 1, NearPVR Naraina, New Delhi - 110028.

6. Members desirous of having any information regarding Accounts are requested to send theirqueries to the Company at least 15 days before the date of the meeting, so that the requisiteinformation is made available at the meeting.

7. Corporate members intending to send their authorized representatives to attend the Meeting arerequested to send a certified copy of the Board Resolution authorizing their representative toattend and vote on their behalf at the Meeting.

8. Pursuant to Section 108 of Companies Act 2013 read with The Companies (Management andAdministration) Rules, 2014, the Company is pleased to offer Remote e-voting (Electronic Voting)facility to its members to cast their votes electronically on all resolution set forth in this Noticeconvening the 57th Annual General Meeting of the members of the company, to be held onThursday, September 21, 2017, at 09.00 A.M.

The Company has engaged the services of Central Depository Securities Limited ("CDSL") asthe authorised agency to provide the Remote e-voting facilities. The Remote e-voting facility willbe available during the following voting period:

Commencement of Remote E-voting End of Remote E-voting

From 9:00 A.M. on 18th September 2017 Upto 5:00 P.M. on 20th September 2017

The members, who would like to avail e-voting facility, would follow below instructions:-

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 18th September, 2017 at 9:00 AM and ends on 20th September,2017 at 5:00 PM. During this period shareholders' of the Company, holding shares either inphysical form or in dematerialized form, as on the Record date of 9th September, 2017, may casttheir vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote atthe meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com. (iv)Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with theCompany.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and votedon an earlier voting of any company, then your existing password is to be used.

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(viii) 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/DepositoryParticipant are requested to use the the first two letters of their name andthe 8 digits of the sequence number in the PAN field. Sequence number issent along with the notice.

• In case the sequence number is less than 8 digits enter the applicablenumber of 0's before the number after the first two characters of the namein CAPITAL letters. Eg. If your name is Ramesh Kumar with sequencenumber 1 then enter RA00000001 in the PAN field

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) asBank Details recorded in your demat account or in the Company records in order to login.OR Date • If both the details are not recorded with the depository or Companyof Birth please enter the member id / folio number in the Dividend Bank details(DOB) field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on "SUBMIT" tab.(x) Members holding shares in physical form will then directly reach the Company selection screen.

However, members holding shares in demat form will now reach 'Password Creation' menuwherein they are required to mandatorily enter their login password in the new password field.Kindly note that this password is to be also used by the demat holders for voting for resolutionsof any other company on which they are eligible to vote, provided that company opts for e-votingthrough CDSL platform. It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(xii) Click on the EVSN for the relevant <Hella India Lighting Limited> on which you choose to vote.(xiii) 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 thatyou assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.(xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box

will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, clickon "CANCEL" and accordingly modify your vote.

(xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.(xvii) You can also take out print of the voting done by you by clicking on "Click here to print" option on

the Voting page.(xviii) If Demat account holder has forgotten the changed password then Enter the User ID and the

image verification code and click on Forgot Password & enter the details as prompted by thesystem.

(xix) 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 to www.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].

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• After receiving the login details a compliance user should be created using the admin loginand password. The Compliance user would be able to link the account(s) for which theywish to vote on.

• The list of accounts should be mailed to [email protected] and on approvalof the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, should be uploaded in PDF format in the systemfor the scrutinizer to verify the same.

(i) Any person, who acquires shares of the Company and become Member of the Companyafter dispatch of the Notice and holding shares as on the cut-off date i.e. 14th September2017, may follow the same instructions as mentioned above for e-Voting.

(ii) In case you have any queries or issues regarding e-voting, you may refer the FrequentlyAsked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, underhelp section or write an email to [email protected]

Other Instructions(i) The Remote e-voting period commences on 18th September, 2017 at 9.00 A.M. and ends on

20th September, 2017 at 5.00 P.M. During this period, shareholders of the Company holdingshares either in physical form or in dematerialized form, as on the cut-off date which is 14thSeptember 2017, may cast their vote electronically. The e-voting module shall be disabled byCDSL for voting thereafter.

(ii) In terms of the amended Companies (Management and Administration) Rules, 2014 with respectto the Voting through electronic means, the company is also offering the facility for voting by wayof physical ballot process at the AGM. The Members attending the meeting should note thatthose who are entitled to vote but have not exercised their right to vote by Remote e-voting, mayvote at the AGM through ballot process for all businesses specified in the accompanying Notice.The Members who have exercised their right to vote by Remote e-voting may attend the AGM butshall not vote at the AGM. The voting rights of the Members shall be in proportion to their sharesof the paid-up equity share capital of the company as on the cut-off date being Thursday, 14thSeptember, 2017.

(iii) Mr. J.K.Gupta of M/s J. K. Gupta & Associates, Practicing Company Secretaries (email:[email protected],) (Membership No. F3978) has been appointed as the Scrutinizer to scrutinizethe Remote e-voting process in a fair and transparent manner.

(iv) The Scrutinizer shall, within a period of not exceeding three working days from the conclusion ofthe e-voting period, unlock the votes in the presence of at least two witnesses, not in the employmentof the Company and make a Scrutinizer's Report of the votes cast in favour of or against, if any,forthwith to the Chairman of the Company.

(v) The results shall be declared on or after the Annual General Meeting of the Company. The resultsdeclared along with the Scrutinizer's Report shall be placed on the Company's websitewww.hella.co.in and on the website of CDSL within three days of conclusion of the meeting.

(vi) The notice of the meeting is also available on the website of the Company at www.hella.co.in.


Sd/-Place: New Delhi Shikhar GoelDate: 22nd August, 2017 Company Secretary


57th Annual Report7

INFORMATION REQUIRED TO BE FURNISHED

As your Company's is committed towards good Corporate Governance, the particulars of Director whois proposed to be appointed / re-appointed are given below:

Name : Dr. Nicolas Wiedmann

Qualification : Dr. rer. nat.

Brief Profile : Dr. Wiedmann is 41 years old and having approx 18 years of rich experienceof Automotive segments. His past assignment with McKinsey, JohnsonControls, Kautex/Textron.

Shareholding in : Nilthe Company

Other Directorships : HA/HAAU Hella Australia Pty Ltd, HFA Hella Fahrzeugteile Austria GmbH

He is also the member of Nomination & Remuneration Committee.

Name : Mr. Rama Shankar Pandey

Qualification : Mechanical Engineer from NIT, Diploma in Business Finance from ICFAI,Green Belt in Six Sigma, Executive Management from Indian Institute ofManagement, Bangalore.

Brief Profile : Mr. Pandey is 40 years old and having decades of rich experience in leadingpositions with administration of company and drive the loss makingcompany and convert into profit making unit.

Shareholding in : Nilthe Company

Other Directorships : Nil

He is also the member of Audit Committee, Stakeholders' Relationship Committee, Share TransferCommittee & CSR Committee.



Membership No. A35031

57th Annual Report8

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013ITEM NO. 4Section 148 of the Companies Act 2013, inter-alia, provides that the central government may direct audit ofcost records of class of companies. In pursuance of Rule 14 of the Companies (Audit and Auditors) Rules,2014, the Board shall appoint on individual who is a cost accountant in practice or a firm of cost accountantsin practice, as cost auditor, on the recommendation of Audit Committee, which shall also recommendedremuneration of cost auditor. The remuneration recommended by the audit committee shall be consideredand approved by the board and ratified subsequently by the shareholders.On Recommendation of the audit committee, the board had considered and approved appointment ofM/s Mushtaq-A-Mir & Co., Cost Accountants (Firm Registration Number 104114), as cost auditors of thecompany to conduct audit of cost accounting records maintained by the company for the financial year2016-17 at a remuneration of Rs. 75000/- p.a.+ Tax (as applicable) + actual out of pocket expenses, if any.The Board recommends the resolution at No. 4 for approval by the Members by way of Ordinary Resolution.None of the Directors, Manager, Key Managerial Personnel & their relatives are concerned or interested,financial or otherwise, in this resolution.ITEM NO. 5Section 148 of the Companies Act 2013, inter-alia, provides that the central government may direct audit ofcost records of class of companies. In pursuance of Rule 14 of the Companies (Audit and Auditors) Rules,2014, the Board shall appoint on individual who is a cost accountant in practice or a firm of cost accountantsin practice, as cost auditor, on the recommendation of Audit Committee, which shall also recommendedremuneration of cost auditor. The remuneration recommended by the audit committee shall be consideredand approved by the board and ratified subsequently by the shareholders.On Recommendation of the audit committee at its meeting held on 13th June 2017, the board had consideredand approved appointment of M/s Mushtaq-A-Mir & Co., Cost Accountants (Firm Registration Number 104114),as cost auditors of the company to conduct audit of cost accounting records maintained by the company forthe financial year 2017-18 at a remuneration of Rs. 75000/- p.a.+ Tax (as applicable) + actual out of pocketexpenses, if any.The Board recommends the resolution at No. 5 for approval by the Members by way of Ordinary Resolution.None of the Directors, Manager, Key Managerial Personnel & their relatives are concerned or interested,financial or otherwise, in this resolution.ITEM NO. 6The members may be informed that the tenure of Mr. Rama Shankar Pandey as a Managing Director wouldgoing to expire on 31st December 2017. The members in 55th Annual General Meeting of the company hadapproved the appointment & remuneration of Mr. Rama Shankar Pandey as a Managing Director of thecompany for the period of 3 years i.e from 1st January 2015 to 31st December 2017. Therefore, it is proposedto re - appoint Mr. Rama Shankar Pandey as a Managing Director of the company for the period of 3 years i.e.from 1st January 2018 to 31st December 2020.The Nomination & Remuneration Committee of the Company, in their meeting held on 22nd August, 2017had approved and recommended the said re-appointment and remuneration of Mr. Rama Shankar Pandeyas Managing Director for further 3 years with effect from 1st January 2018 to 31st December 2020 afteremphasizing on the Notification of Ministry of Corporate affairs vide dated 12th September 2016, where theMinistry has revised the prescribed limit of Schedule V of Companies Act 2013.The members may be further informed that the Board of Directors in their meeting held on 22nd August, 2017had also approved the re-appointment of Mr. Rama Shankar Pandey as Managing Director for further 3 yearswith effect from 1st January 2018 to 31st December 2020.The Company has not committed any default in repayment of any of its debts (including public deposits) ordebentures or interest payable thereon for a continuous period of thirty days in the preceding financial yearbefore the date of appointment of Mr. Rama Shankar Pandey as Managing Director.The Board recommends the resolution at No. 6 for approval by the Members by way of Special Resolution.None of the Directors, Manager, Key Managerial Personnel & their relatives except Mr. Rama Shankar Pandey,being himself, are concerned or interested, financial or otherwise, in this resolution

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Information as required by the Schedule V, Section - II of the Companies Act 2013I. GENERAL INFORMATION

(1) Nature of Industry: Your Company is engaged in the manufacturing of Automotive Components.

(2) Date of Commencement of Commercial Production: June 1982

(3) Expected date of commencement of activity as per project approved by the financial institution:N.A.

(4) Financial Performance of the Company for Financial Year 2016 - 2017 based on given indicators:

Particulars Amount(`̀̀̀̀)

Net Sales 14,86,055

Other Income 31,590

Total Expenditure 14,44,183

Profit before Tax 73,462

Profit after Tax 79,537

(5) Foreign Investments or Collaborators: M/s Hella Holding International GmbH, Germany erstwhileknown as Reinhold Poersch GmbH, Germany is having 51% Equity Share Holding in the Company.

The Company also has Technical Assistance Agreement and License Agreement with its groupCompany - Hella KgaA Hueck & Co., Germany.

II. INFORMATION ABOUT MR. RAMA SHANKAR PANDEY, APPOINTEE1) Background details

Name Mr. Rama Shankar Pandey

Father's Name Shri Shambhu Nath Pandey

Age 40 years

Qualification Mechanical Engineer from NIT, Diploma in Business Finance fromICFAI, Green Belt in Six Sigma, Executive Management from IndianInstitute of Management, Bangalore.

Past Experience Approx. 21 years of rich experience in automotive components Industry.

Other Directorships Nil

2) Past Remuneration:

Mr. Rama Shankar Pandey was re - appointed as Managing Director in your Company with effectfrom 1st January 2015 for 3 years. A Gross Salary of ` 64, 85,910 per annum along with variablebonus and conveyance, with an annual increment of 20% was approved by Shareholders in 55thAnnual General Meeting of the company w.e.f. 01st January 2015 till 31st December 2017.

The past remuneration of Mr. Rama Shankar Pandey, as on 31st March 2017, was ` 93.70 Lakhsper annum.

3) Recognitions and awards:

Mr. Rama Shankar Pandey has been recognized and awarded by Hella Headquarters in Germanyseveral times for his efforts.

4) Job Profile and his suitability:

Mr. Rama Shankar Pandey will be responsible for overall day to day management of the Companyand shall be vested with substantial power of management of Company's affairs under the

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supervision and control of the Board of Directors of the Company. Considering the vast andversatile experience of Mr. Rama Shankar Pandey and also his performance during last 3 years,he is very much suitable for the job profile.

5) Remuneration Proposed:

It is proposed to re- appoint Mr. Rama Shankar Pandey as Managing Director of the Company forthe period of three years starting from 1st January 2018 to 31st December 2020. Keeping in viewof his role and responsibilities and role in the Company, it is proposed to provide him salary as perschedule V subject to amendment from time to time and necessary approvals, if required, includingPerquisites, HRA and other allowances and Reimbursement of expenses on actuals. He will bealso entitled for annual HIBS Bonus as may be applicable and decided by management andannual remuneration review is effective 1st January each year, as per the policy of the Company.

6) Comparative remuneration profile with respect to industry, size of the Company, profile of theposition and person (in case of expatriates the relevant details should be w.r.t. the country of hisorigin):

For the responsibilities shouldered by Mr. Rama Shankar Pandey as Managing Director of theCompany is to managing the various day to day business affairs of the Company, the remunerationof Mr. Rama Shankar Pandey compares favorably with the remuneration paid to the ManagingDirectors / business heads of companies in similar industry having like sized and similarly positionedbusinesses including business volume, profit etc.

7) Pecuniary relationship with the Company or relationship with Managerial personnel, if any:

Apart from his remuneration he doesn't have any other pecuniary relationship with the company.

III. OTHER INFORMATION

1) Reasons of loss or inadequate profits:

The Company is passing by through a critical and competitive phase. It is important to continuouslydevelop new products with economies of scale to survive in this most competitive environment.Thus, the Company is investing money for their future projects and some of these expenses arehaving direct impact on profit. The Company also needs to increase their sales by using newtechnology, introduction of new products and further optimization of cost.

2) Steps taken or proposed to be taken for improvement:

The Company continues to strive for growth, higher realizations, energy optimization, better workingcapital management and better asset utilization. The Company is actively pursuing growthopportunities and looking at areas to reduce its cost of production and tap untouched market/area. The Company is evaluating plans to have optimum utilization of the production capacity andto improve its product mix. Also, the performance of the Company is improving year by year now.After taking over as Managing Director by Mr. Rama Shankar Pandey, the Company has increasedits turnover manifold and also the company has covered their past losses and recently contributedtowards profit making. It is expected to improve further and have adequate profits in the years tocome.

3) Expected increase in productivity and profits in measurable terms:

Expected net sales in 2016-17 are expected to be as follows:

Financial Year Expected Net Sales Expected Profit/(loss)( `̀̀̀̀ in Crores) ( `̀̀̀̀ in Crores)

2017-18 158.21 3.98

2018-19 171.64 3.79

2019-20 200.40 6.73


IV. DISCLOSURES1) The shareholders of the company shall be informed of the remuneration package of Mr. Rama

Shankar Pandey w.e.f 01st January, 2017 which is as under:

Remuneration Package

Name of the Employee : Mr. Rama Shankar Pandey(Managing Director)

Amount (INR)

S.No. Salary Revised TOTALComponent Salary (Per

(Per Month) Annum)

1 Basic 3,38,889 40,66,662

2 HRA 1,69,444 20,33,331

3 Conveyance 0 0

4 Special Allowance 99,087 11,89,049

5 Ch. Ed All. 200 2,400

T O T A L (A) Gross 6,07,620 72,91,442

R E I M B U S E M E N T S (PM)

1 Medical 1,250 15,000

2 LTA 28,241 3,38,889

T O T A L (B) 29,491 3,53,889

O T H E R B E N E F I T S (PM/PA)

1 PF 40,667 4,87,999

T O T A L (C) 40,667 4,87,999

T O T A L C T C 6,77,777 81,33,330

- Apart from the above remuneration package, Mr. Rama Shankar Pandey shall also be eligible forreimbursement of conveyance expenses at actuals.

- Annual HIBS Bonus as may be applicable and decided by management and annual remunerationreview is effective 1st January each year, as per the policy of the Company

The Board recommends the resolution at No. 6 for approval by the Members by way of Special Resolution.None of the Directors, Manager, Key Managerial Personnel & their relatives, except Mr. Rama ShankarPandey, who is a re-appointee, are concerned or interested, financial or otherwise, in this resolution.




HELLA INDIA LIGHTING LIMITED - A Great Place to Work

12 57th Annual Report


DIRECTORS’ REPORT

Dear Members,

Your Directors are pleased to present their 57th Annual Report together with the Audited Statements ofAccounts for the Financial year ended 31st March 2017.

1. THE STATE OF COMPANY'S AFFAIRS

A. Financial Highlights

The summarized results for the Financial Year 2016-17 are given below: (` ` ` ` ` in Thousands)

PARTICULARS Year Ended Year Ended31.03.2017 31.03.2016

Gross Turnover 1,675,296 1,421,557Other Income 31,590 15,802Total Expenditure (including excise duty) 1,574,816 1,360,606Profit before Depreciation & Exceptional Items 132,070 76,753Depreciation 58,608 51,456Profit/ (Loss) for the year before exceptional items 73,462 -Exceptional items - -Profit/(Loss) before tax 73,462 25,297(Provision for)/Release of Taxation (6,075) -Profit/(Loss) After Tax 79,537 25,297

B. Results of Operations

During the period under review for 12 months, the Net Operational Revenue of the Company wasat ` 1,486,055 thousand as compared to the previous year ` 1,251,047 thousand. The net profit(after tax) during the period under report amounts to ` 79,537 thousand as compared to theprevious year's net profit of ` 25,297 thousand.

C. Future OutlookIndia's automotive industry is one of the most competitive industry in the world. The automotiveindustry is fast changing, triggered by technological advancements and changing consumerpreferences. Increasing digitization and automation is soon going to revolutionize the industrywhere everything will happen at the blink of an eye. In recent trends and demand, diversemobility - car sharing, e-hailing, etc has potential to generate more demand for the automotivesectors. Auto companies are trying to expand towards on-demand shared mobility by tying upwith cab service companies. These changes will provide exorbitant opportunity for automobilecomponents and spare parts manufacturers.

2. DIVIDENDNo dividend is recommended considering the operational performance of the Company.

3. TRANSFER TO RESERVESThe Company had transferred the amount of ` 79,537 thousand to Reserves.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF REPORTThere is no material changes and commitments affecting the financial position of the Company whichhave occurred between the end of the Financial Year of the Company to which the financial statementsrelate and the date of the report.


5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGAND OUTGOThe information relating to the Conservation of energy, technology absorption and foreign exchangeearnings and outgo as required under Rule 8(m) of the Companies (Accounts) Rules, 2014 is annexedas Annexure IV and forms part of this report.

6. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACEThe Board of Directors of the Company has also laid down a policy on prevention of sexual harassmentat workplace and share the policy among employees also. A complaint committee has also been formedby the Directors to look into the complaints received, if any. During the year the Company did notreceive any complaint under the said policy. The said policy is available with the company.

7. CORPORATE SOCIAL RESPONSIBILITY"India free from Road Deaths" as HIL's Vision, for that your company has done numerous activities thatmeet social and economic development of the communities in which we operate by making campaignsand spreading awareness for Road Safety. Your company vision is also "Stop Death on Roads" and forwhich your company endeavoring themselves to try hard to reduce the death on Indian Roads.

Pursuant to the provisions of Section 135 of the Companies Act 2013 along with their related rules,your company had given donation to M/s Drive Safe Drive Smart. The Drive Smart Drive Safe is a NonProfit Organisation whose objective is to spread the awareness of road safety and prevention of deathdue to accidents. During the year, your company has actively participated in various campaigns,walkathon to contribute their social responsibility. Your company is endeavoring themselves towardsfor this noble cause in future also.

A brief outline of the company's expenditure on CSR including overview of projects or programs underwhich the expenditure is to be reported is annexed as Annexure -V for your kind perusal and informationwhich forms the part of this report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT, 2013During the year, your company did not give any loan, guarantees or investments under section 186 ofthe Companies Act, 2013.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESParticulars of Contracts or arrangements with related parties are given in form AOC 2 which is attachedas Annexure III to this report.

10. STATEMENT ON ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORSThe Board has laid down manner and criteria of evaluation of Board of its own, Committees and IndividualDirectors in which annual evaluation of the Board, Committees of the Board and Individual Directorswould be evaluated. The evaluation includes various criteria including performance, targets, sinceritytowards roles and responsibilities etc.

The Board of Directors has evaluated its Individual Directors (i.e. Executive and Non-executive Director)and the Board itself. After evaluation, the Board found their performance upto the mark and satisfactory.

Evaluation criteria for the Individual Directors are also detailed in Annexure II attached to this reportwhich is also available on the website of the Company. The link of website as follows:

www.hella.co.in → Investor relation → Policies and Information Related to Directors → CompanyPolicies → Nomination and Remuneration Policies

11. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OFDIRECTORS ETC.Pursuant to Section 178(1) of the Companies Act, 2013 and other applicable provisions thereof, theBoard of Directors has constituted Nomination and Remuneration Committee. A Nomination and


Remuneration Policy of the Company has also been laid down and approved by the Nomination andRemuneration Committee and Board. The said policy lays down the criteria for the appointment ofDirectors', Key Managerial Personnel and Senior Management Personnel. The said policy also specifiesthe appointment and remuneration including criteria for determining qualification, term/tenure, positiveattributes, independence of Directors, criteria for performance evaluation of Executive and Non-executiveDirectors (including Independent Directors), removal, policy on Board diversity, Directors and Officers'Insurance and other matters as prescribed under the provisions of the Companies Act, 2013. The saidpolicy of the Company is attached as Annexure II to this report. The members of the committee are asfollows:

As on 31st March 2017

S. No. Name of Director Designation in Nomination &Remuneration Committee

1 Mr. Avinash Razdan Bindra Member

2 Dr. Nicolas Wiedmann Member

3 Mr. Tarun Gulati1 Member1 Mr. Tarun Gulati has been appointed as Independent Director w.e.f 5th September 2016.

12. EXTRACTS OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexedherewith for your kind perusal and information which forms the part of this report and is annexed asAnnexure I.

13. NUMBER OF MEETINGS OF THE BOARD

The Board duly met 4 times in Financial Year 2016-17 on 20th June 2016, 5th September 2016,18th October 2016, 15th February 2017.

The provisions of Companies Act, 2013 and Secretarial Standards issued by Institute of CompanySecretary were adhered to, while considering the time gap between two meetings.

14. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' states that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit and loss of thecompany for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively;

(f) the directors had devised proper systems to ensure compliances with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

15. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, your Company has not changed the nature of its business.


16. DEPOSITS

The Company has not accepted any deposits during the year pursuant to the provisions of Chapter Vof the Companies Act, 2013.

17. DIRECTORS & KEY MANAGERIAL PESSONNEL (KMP)

Change in Directors and KMPs

Mr. Guido Johannes Christ had tendered his resignation w.e.f 01st April 2016 to the Board of Directors ofyour company from the post of Independent Director since he was not able to provide his services to thecompany due to some other tasks. The Board placed the token of appreciation for his extended support.

During the year, Mr. Tarun Gulati had been appointed as an Independent Director w.e.f 5th September2016 in the Board of Directors of your company. In 56th Annual General Meeting of the company hisappointment as an Independent Director was approved by the shareholders w.e.f. 5th September 2016.

Mr. Tarun Gulati is a Science Graduate (Textile Management). Mr. Gulati is having a approx. 28 years ofrich experience in the field of textile management.

On 1st February 2017, Ms. Sosna K Violetta had resigned from the post of Director of the company. Theboard of directors had placed the token of appreciation for the guidance and support provided duringher tenure.

Due to resignation of Ms. Sosna K Violetta as Director, Mr. Anil Sultan who was an appointed asAlternate Director of Ms. Violetta had ceased to act as Alternate Director of the company w.e.f 1stFebruary 2017.

Thereafter, Dr. Nicolas Wiedmann had appoint Mr. Anil Sultan as an Alternate Director w.e.f. 17thFebruary 2017 since he was anticipating that he was not able to attend subsequent board meetings ofthe company and would not be returning to India before 3 months.

18. AUDITORS

The members are informed that pursuant to the provisions of Section 139 read with the Companies(Audit and Auditors) Rules, 2014; M/s Deloitte Haskins & Sells LLP, Chartered Accountants (MembershipNo. 117366W/W-100018), was appointed as Statutory Auditor of the Company for 5 years i.e. from theconclusion of 56th Annual General Meeting till conclusion of 61st Annual General Meeting.

Name M/s Deloitte Haskins & Sells LLP,Chartered Accountants

Membership No. 117366W/W-100018

COST AUDITOR FOR FINANCIAL YEAR 2016-17

Name M/s Mushtaq-A-Mir & Co.Cost Accountant

Address Unit 13, Centrum Plaza, Golf Course Extn,Sector 53, Gurgaon Haryana

Membership No. 104114


SECRETARIAL AUDITOR FOR FINANCIAL YEAR 2016-17

Your Directors wish to inform that the Secretarial audit was not applicable to the company during theFinancial Year 2016-17.

19. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board has constituted anAudit Committee. The composition of the Audit Committee is as follows:

As on 31st March 2017

S. No. Name of Director Designation in Audit Committee

1 Mr. Rama Shankar Pandey Member

2 Mr. Avinash Razdan Bindra Member

3 Mr. Tarun Gulati Member

All the recommendations made by Audit Committee were accepted by the Board of Directors of theCompany.

20. DECLARATION BY INDEPENDENT DIRECTOR

The Independent directors have submitted the declaration of Independence to the Company, as requiredpursuant to section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independenceas provided in sub section (6).

21. MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority including regulators,courts or tribunals which could impact the going concern status and company's operations in future.

22. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIALSTATEMENT

The Company has an adequate internal financial control with reference to the financial statements.During the year hence no reportable material weakness in the design or operations were observed.

23. OPERATIONS AT PLANT

Your company's plant was running smoothly during the year. Moreover the turnover/ operations of theplant is in upwards direction and towards the contribution in profits of the company.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OFSECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There are no frauds reported by Auditors under subsection (12) of Section 143.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Rule 5(2) and 5(3) of Chapter XIII, the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the information and other particulars of theemployees employed throughout or part of the financial year, was in receipt of remuneration for thatyear or part of that year which in the aggregate was more than ` 1.02 per Crore annum or ` 8.5 Lakhsper month respectively.


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25. VALUE CREATION FOR CUSTOMERS

As a company, we are committed to provide our internal and external customers, products and servicesthat always unequivocally meet the agreed quality standards. This is our declared goal and the measureof our actions.

We offer a complete package solution of product plus services. This is one of the reasons that many ofcustomers prefer to buy from us.

26. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation andsupport extended to the Company by the Government of India, State Government of Delhi, Punjab &Haryana, other local authorities, Bankers, Suppliers, Customers, Distributors, Employees and otherStakeholders which have been a constant source of strength to the Company.

The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuoussupport and trust they have shown in the management. The dedication and sense of commitmentshown by the employees at all levels during the year deserve special mention.

*The previous year's figures have been regrouped / reclassified wherever necessary to correspond with thecurrent year's classification / disclosure.

For & on behalf of the Board ofHella India Lighting Limited

Sd/- Sd/-Rama Shankar Pandey Anil SultanManaging Director Alternate DirectorDIN: 02848326 DIN: 00467681Address: 6th Floor, Address: 6th Floor,Plot No -184, Platinum Tower, Plot No -184, Platinum Tower,Udyog Vihar, Phase - I, Udyog Vihar, Phase - I,Gurgaon, Pin -122016 Gurgaon, Pin -122016

Place: GurgaonDate:22nd August, 2017


ANNEXURE - IFORM NO. MGT 9

EXTRACTS OF THE ANNUAL RETURNas on the financial year ended on 31st March, 2017

(Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies (Management and Administration) Rules, 2014)

I. REGISTRATION AND OTHER DETAILS:

Corporate Identity Number (CIN) U74899DL1959PLC003126Name of the Company Hella India Lighting LimitedRegistration Date 4 September 1959Category/Sub category Limited by Sharesof the CompanyAddress of the Registered K61-B, LGF, Kalkaji, New Delhi-110019Office and Contact Details Contact Details:

Contact No : (0124) 4658600Fax No. : (0124) 4658699Email : [email protected] :www.hella.co.in

Whether Listed Company, Noif yes, name of theStock Exchange where listedScrip ID at BSE NAName, Address and Contact M/s. Link Intime India Pvt. Ltd.details of Registrar and Transfer 44, Community Centre, Phase-I, Near PVR,Agent Naraina Ind. Area, New Delhi-110028

Contact Details:Contact No : (011) 41410592Fax No. (011) 41410591Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Business activity contributing 10% or more of the total turnover of the Company.

Name and Description of NIC Code of the % to total turnovermain products/services Product/ service of the Company

Horns 3748 14%

Lamps 3748 60%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Name and Address CIN/GLN Holding/ % of Applicableof the Company Subsidiary/ shares Section

Associate held

Hella Holding Not Applicable Holding 51 2(46)International, GmbH

Your Company does not have any Subsidiary or Associate Company.


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

S. Category of No. of Shares held at the beginning No. of Shares held at the end %No. Shareholders of the year of the year Change

Demat Physical Total % of Demat Physical Total % of duringTotal Total the

Shares Shares yearA. Promoters1) Indian(a) Bodies Corporate 990060 9330 999390 31.51 999890 0 999890 31.53 0.02

(2) Foreign Body Corporate 1617400 0 1617400 51 1617400 0 1617400 51 0

Total Shareholdingof Promoter (A) 2607460 9330 2616790 82.51 2617290 0 2617290 82.53 0.02

(B) Public shareholding

(1) Institutions

(a) Mutual Funds/ UTI 0 0 0 0 0 0 0 0 0

(b) Financial Institutions/Banks 100 0 100 0 100 0 100 0 0

(c) Foreign Institutional Investors

Sub-Total (B)(1) 100 0 100 0 100 0 100 0 0

(2) Non-institutions

(a) Bodies Corporate 17330 20980 38310 1.21 17130 20780 37910 1.20 (0.01)

(b) Individuals

(i) Individual shareholders holdingnominal share capital up to` 2 lakh 193945 221849 415794 13.11 186300 212498 398798 12.57 (0.54)

(ii) Individual shareholders holdingnominal share capital in excessof ` 2 lakh. 46858 0 46858 1.48 70469 0 70469 2.22 0.74

(c) Any Other(i) NRIs 34070 4160 38230 1.20 33916 4160 38076 1.20 0.00

(ii) Clearing Members 449 0 449 0.01 439 0 439 0.01 0.00

(iii)Hindu Undivided Families 14869 0 14869 0.47 8318 0 8318 0.26 (0.21)

Sub-Total (B)(2) 307521 246989 554510 17.48 316572 237438 554010 17.46 (0.02)

Total Public Shareholding(B)= (B)(1)+(B)(2) 307621 246989 554610 17.49 316672 237438 554110 17.47 (0.02)GRAND TOTAL (A)+(B) 2915081 256319 3171400 100.00 2933962 237438 3171400 100.00 0.00

ii) Shareholding of promotersShareholders Shareholding at the Shareholding at the %Name beginning of the year end of the year Change

No. of % of total % of Shares No. of % of total % of Shares in share-Shares shares Pledged / Shares shares Pledged / holding

of the encumbered of the encumbered duringCompany to total shares Company to total shares the year

Hella India AutomotivePrivate Limited 999390 31.51 0 999890 31.53 0 0.02

Hella Holding 1617400 51 0 1617400 51 0 0International, GmbH

iii) Change in Promoters' Shareholding: There was below change in the promoters' Shareholdingduring the Financial Year 2016-17.

Shareholders Name Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the Company

Hella India Automotive Private Limited

999390 31.51 999890 31.53 0.02


iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holdersof GDRs and ADRs): The shareholding pattern of top ten^ shareholders at the beginning of theFinancial Year 2015-16 and at the end of the financial year 2016-17 is given herein below.

Shareholding at the Shareholding at thebeginning of the end of the

Financial Year 2015-16 Financial Year 2016-17

S. Name of Shareholders No.of % No.of %No. shares shares

1 Devika Bhagwan Advani Thangkhiew 46858 1.48 46858 1.482 Krishna Kumar Dharamshi Somaiya 33101 1.04 33101 1.043 Ashok J Thawani & Amit J Thawani 14889 0.47 23611 0.754 DGL Pvt Ltd 13680 0.43 13680 0.435 Shakuntla Kohli 11120 0.35 11120 0.356 Rajul Manoj Shsh 8740 0.27 8740 0.277 Shashank S Khade 8299 0.26 8299 0.268 Kalpesh Harshad Kinariwala 8053 0.25 8053 0.259 Fortune Financial and Equities

Services Pvt. Ltd 8000 0.25 8000 0.2510 Shivram K 7520 0.23 7520 0.23

^ Top ten shareholders are disclosed considering the base as at 31st March, 2017.

v). Shareholding of Directors and Key Managerial Personnel: Directors or Key ManagerialPersonnel did not have any shareholding in the Company during the financial year 2016-17.

V. INDEBTEDNESS : Indebtedness of the Company including interest outstanding / accrued but not duefor payment:

(`̀̀̀̀ In Thousands)

Secured Loans Unsecured Deposits Totalexcluding Loans Indebtednessdeposits

Indebtedness at the beginningof the Financial Yeari) Principal Amount

ECB - 130,000 - 130,000OD

ii) Interest due but not paid - 5,995 - 5,995iii) Interest accrued but not due

Total ( i +ii + iii) - 135,995 - 135,995Change in Indebtedness duringthe Financial Year• Addition (Cash Credit Limit)• Reduction - 43,333 - 43,333

Net Change - 43,333 - 43,333Indebtedness at the endof the Financial Yeari) Principal Amount

ECB - 86,667 - 86,667OD

ii) Interest due but not paid - 4,658 - 4,658

Total ( i +ii + iii) - 91,325 - 91,325


VI. Remuneration of Directors and Key Managerial Personnel:A. Remuneration to Managing Director and Whole-time Director

(Amount in `̀̀̀̀)S. Particulars of Remuneration Name of Managing TotalNo. Director (MD)/ Whole- Amount

Time Director (WTD)Mr. Rama Shankar Pandey(Managing Director)

1 Gross salary(a) Salary as per provisions contained in Section 17(1) 9,062,383 9,062,383

of the Income-Tax Act, 1961(b) Value of perquisites u/s 17(2) of Income Tax Act, 1961 347,280 347,280(c) Profits in lieu of salary under section 17(3) - -

of Income-Tax Act, 1961

2 Stock Option - -

3 Sweat Equity - -

4 Commission - -a. As % of profitb. Other, specify

5 Other, please specify - -

Total (A) 9,409,663 9,409,663Ceiling as per the Act2 16,800,000 16,800,000

B. Remuneration to other directors:(Amount in `̀̀̀̀)

Particulars of Remuneration Name of Directors Total(Independent Non- Executive Director = INED) Amount(Other Non-Executive Directors = NED)

Mr. Avinash Mr. Total Dr. Nicolas Ms. Sosna TotalRazdan Tarun Remun- Wiedmann K Violetta Remun-Bindra Gulati eration (NED) (NED) eration(INED) (INED) of INED of NED

1. Independent Directorsa. Fee for attending Board 73,000 62,000 135,000 NIL NIL NIL

& Committee Meetingsb. Commission

C. Overall managerial remuneration and ceiling (Amount in `̀̀̀̀)

Total Managerial Remuneration 9,544,663/-

Overall Ceiling as per the Act 3 16,800,000/-

* The above figure does not include the Contribution to Provident Fund amounting to ` 4,43,0582. Ceiling limit has been calculated per annum pursuant to the provisions of section II, Part II of schedule V, as amended from time to time,

which doesn't include contribution to PF etc. As your company is falling in the part where effective capital is 5 crores and above but lessthan 100 crores.

3. Ceiling limit has been calculated per anum pursuant to the provisions of section II, Part II of schedule V, as amended from time to time,which doesn't include contribution to PF etc. As your company is falling in the part where effective capital is 5 crores and above but lessthan 100 crores.


D. Remuneration to Key Managerial Personnel other than MD/Manager/WTD(Amount in `̀̀̀̀)

S. Particulars of Remuneration Key Managerial Personnel TotalNo. Mr. Shikhar Goel Mr. Narender Jain

(Company Secretary) (CFO )(a) Salary as per provisions contained 573,291 1,799,884 2,373,175

in Section 17(1) of the Income-TaxAct, 1961

(b) Value of perquisites u/s 17(2) of 26,265 70,623 96,888Income-Tax Act, 1961

(c) Profits in lieu of salary undersection 17(3) of Income-Tax Act, 1961

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -a. As % of profitb. Other, specify

5 Other, please specify - - -

Total (A) 599,556** 1,870,507*** 2,470,063

**The above figure does not include the contribution to Provident Fund amounting to ` 37,585*** The above figure does not include the contribution to Provident Fund amounting to ` 101,697

VII. Penalties / Punishment / Compounding of Offences:

Type Section of the Companies Act

Brief Description

Details of Penalty /punishment /compounding fees imposed

Authority (RD/ NCLT/ COURT)

Appeal made, if any (give details)

A. COMPANY Penalty Nil Punishment Nil Compounding Nil

B. DIRECTORS Penalty Nil Punishment Nil Compounding Nil

C. OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil


ANNEXURE - II

NOMINATION AND REMUNERATION POLICY

The Remuneration Committee of Hella India Lighting Limited ("the Company") was constituted on 22ndJanuary, 2008 consisting of three Non - Executive Directors out of which majority are Independent Directors.In order to align with the provisions of the Companies Act, 2013 and the Listing Agreement, the Board on May27, 2014 renamed the "Remuneration Committee" as "Nomination and Remuneration Committee".

Company's Nomination & Remuneration Policy is to ensure that Director's including executive, KMP's andsenior executives are sufficiently incentivized for enhanced performance. In this regard, it will take intoconsider relevant factors and give due regard to the interests of shareholders and to the financial & commercialhealth of the company. The committee will ensure that levels of remuneration are sufficient to attract andretain personnel of the quality required to run the company successfully.

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy is in compliance with Section 178 of theCompanies Act, 2013 read along with the applicable rules thereto and Clause 49 under the ListingAgreement.

The Key Objectives of the Committee would be:

a) to guide the Board in relation to appointment and removal of Directors, Key Managerial Personneland Senior Management personnel.

b) to evaluate the performance of the members of the Board and provide necessary report to theBoard for further evaluation of the Board.

c) to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personneland Senior Management.

d) Identify persons who are qualified to become Director and persons who may be appointed in KeyManagement and Senior Management positions in accordance with the criteria laid down in thispolicy.

2. DEFINITIONS

a) "Board": "Board" means Board of Directors of the Company.

b) "Committee": "Committee" means Nomination & Remuneration Committee of company asconstituted or reconstituted by the Board, from time to time.

c) "Company": "Company" means Hella India Lighting Limited.

d) "Director": "Directors" means Directors of the Company.

e) "Independent Director":- As provided under clause 49 of the Listing Agreement and/or under theCompanies Act, 2013, "Independent director" shall mean a non-executive director, other than anominee director of the company:

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertiseand experience;

b. (i) who is or was not a promoter of the company or its holding, subsidiary or associatecompany;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary orassociate company;

c. apart from receiving director's remuneration, has or had no pecuniary relationship with thecompany, its holding, subsidiary or associate company, or their promoters, or directors,during the two immediately preceding financial years or during the current financial year;


d. none of whose relatives has or had pecuniary relationship or transaction with the company,its holding, subsidiary or associate company, or their promoters, or directors, amounting totwo percent or more of its gross turnover or total income or fifty lakh rupees or such higheramount as may be prescribed, whichever is lower, during the two immediately precedingfinancial years or during the current financial year;

e. who, neither himself nor any of his relatives -

i. holds or has held the position of a key managerial personnel or is or has been employeeof the company or its holding, subsidiary or associate company in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed;

ii. is or has been an employee or proprietor or a partner, in any of the three financialyears immediately preceding the financial year in which he is proposed to be appointed,of -

a firm of auditors or company secretaries in practice or cost auditors of the companyor its holding, subsidiary or associate company; or

any legal or a consulting firm that has or had any transaction with the company, itsholding, subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;

iii. holds together with his relatives two per cent or more of the total voting power of thecompany; or

iv. is a Chief Executive or director, by whatever name called, of any non-profit organizationthat receives twenty-five per cent or more of its receipts from the company, any of itspromoters, directors or its holding, subsidiary or associate company or that holds twoper cent or more of the total voting power of the company;

v. is a material supplier, service provider or customer or a lessor or lessee of the company;

f. who is not less than 21 years of age.

f) "Key Managerial Personnel": "Key Managerial Personnel" means-

(i) Chief Executive Officer or the managing director or the manager;

(ii) Company secretary;

(iii) Whole-time director;

(iv) Chief Financial Officer; and

(v) such other officer as may be prescribed under the applicable statutory provisions / regulations

g) "Senior Management": The expression "Senior Management" means personnel of the companywho are members of its core management team excluding the Board of Directors. This would alsoinclude all members of management one level below the executive directors including all functionalheads.

Unless the context otherwise requires, words and expressions used in this policy and not definedherein but defined in the Companies Act, 2013 as may be amended from time to time shall havethe meaning respectively assigned to them therein.

3. APPLICABILITY:-

The Policy is applicable to

a) Directors (Executive & Non Executive)

b) Key Managerial Personnel

c) Senior Management Personnel


4. ROLE OF COMMITTEEThe role of the Committee inter alia will be the following:a) to formulate a criteria for determining qualifications, positive attributes and independence of a

Director;b) to recommend to the Board the appointment and removal of Senior Management;c) to carry out evaluation of Director's performance and recommend to the Board appointment /

removal based on his / her performance;d) to recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial

Personnel and Senior Management and (ii) Executive Directors remuneration and incentive;e) to make recommendations to the Board concerning any matters relating to the continuation in

office of any Director at any time including the suspension or termination of service of an ExecutiveDirector as an employee of the Company subject to the provision of the law and their servicecontract;

f) ensure that level and composition of remuneration is reasonable and sufficient, relationship ofremuneration to performance is clear and meets appropriate performance benchmarks;

g) to develop a succession plan for the Board and to regularly review the plan.5. MEMBERSHIP

a) The Committee shall consist of a minimum 3 non-executive directors, majority of them beingindependent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.c) Membership of the Committee shall be disclosed in the Annual Report.d) Term of the Committee shall be continued unless terminated by the Board of Directors.

6. CHAIRMANa) Chairman of the Committee shall be an Independent Director.b) Chairperson of the Company may be appointed as a member of the Committee but shall not be

a Chairman of the Committee.c) In the absence of the Chairman, the members of the Committee present at the meeting shall

choose one amongst them to act as Chairman.d) Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual

General Meeting or may nominate some other member to answer the shareholders' queries.7. FREQUENCY OF MEETINGS

a) The meeting of the Committee shall be held at such regular intervals as may be required.8. COMMITTEE MEMBERS' INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration isdiscussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at themeetings of the Committee.

9. SECRETARYa) The Company Secretary of the Company shall act as Secretary of the Committee.

10. VOTINGa) Matters arising for determination at Committee meetings shall be decided by a majority of votes

of Members present and voting and any such decision shall for all purposes be deemed a decisionof the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.


11. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction & training program in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter ofappointment in accordance with the Guidelines provided under the Companies Act, 2013;

c) Identifying and recommending Directors who are to be put forward for retirement by rotation;

d) Determining the appropriate size, diversity and composition of the Board;

e) Setting a formal and transparent procedure for selecting new Directors for appointment to theBoard;

f) Developing a succession plan for the Board and Senior Management and regularly reviewing theplan;

g) Evaluating the performance of the Board members and Senior Management in the context of theCompany's performance from business and compliance perspective;

h) Making recommendations to the Board concerning any matters relating to the continuation inoffice of any Director at any time including the suspension or termination of service of an ExecutiveDirector as an employee of the Company subject to the provision of the law and their servicecontract;

i) Delegating any of its powers to one or more of its members or the Secretary of the Committee;

j) Recommend any necessary changes to the Board;

k) Considering any other matters as may be requested by the Board.

12. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

a) to consider and determine the Remuneration Policy, based on the performance and also bearingin mind that the remuneration is reasonable and sufficient to attract, retain and motivate membersof the Board and such other factors as the Committee shall deem appropriate all elements of theremuneration of the members of the Board.

b) to approve the remuneration of the Senior Management including key managerial personnel ofthe Company maintaining a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company.

c) to delegate any of its powers to one or more of its members or the Secretary of the Committee.

d) to consider any other matters as may be requested by the Board.

e) Professional indemnity and liability insurance for Directors and senior management.

13. GENERAL APPOINTMENT CRITERIA

i. The Committee shall consider the ethical standards of integrity and probity, qualification, expertiseand experience of the person for appointment as Director, KMP or at Senior Management leveland accordingly recommend to the Board his / her appointment.

ii. The Company should ensure that the person so appointed as Director/ Independent Director/KMP/ Senior Management Personnel shall not be disqualified under the Companies Act, 2013,rules made thereunder, Listing Agreement or any other enactment for the time being in force.

iii. The Director/ Independent Director/ KMP/ Senior Management Personnel shall be appointed asper the procedure laid down under the provisions of the Companies Act, 2013, rules madethereunder, Listing Agreement or any other enactment for the time being in force.


ADDITIONAL CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

The Committee shall consider qualifications for Independent Directors as mentioned herein earlierunder the head 'Definitions' and also their appointment shall be governed as per the provisions ofclause 49 of the Listing Agreement and Companies Act, 2013, as amended from time to time.

14. TERM / TENURE

The Term / Tenure of the Directors shall be governed as per provisions of the Companies Act, 2013 andrules made thereunder as amended from time to time.

15. REMOVAL

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunderor under any other applicable Act, rules and regulations or any other reasonable ground, the Committeemay recommend to the Board for removal of a Director, KMP or Senior Management Personnel subjectto the provisions and compliance of the said Act, rules and regulations.

16. CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTOR AND THE BOARD

Following are the Criteria for evaluation of performance of Independent Directors and the Board:

1. Executive Directors:

The Executive Directors shall be evaluated on the basis of targets / Criteria given to executiveDirectors by the board from time to time.

2. Non-Executive Director:

The Non-Executive Directors shall be evaluated on the basis of the following criteria i.e. whetherthey:

a) act objectively and constructively while exercising their duties;

b) exercise their responsibilities in a bona fide manner in the interest of the company;

c) devote sufficient time and attention to their professional obligations for informed and balanceddecision making;

d) do not abuse their position to the detriment of the company or its shareholders or for thepurpose of gaining direct or indirect personal advantage or advantage for any associatedperson;

e) refrain from any action that would lead to loss of his independence

f) inform the Board immediately when they lose their independence,

g) assist the company in implementing the best corporate governance practices.

h) strive to attend all meetings of the Board of Directors and the Committees;

i) participate constructively and actively in the committees of the Board in which they arechairpersons or members;

j) strive to attend the general meetings of the company;

k) keep themselves well informed about the company and the external environment in which itoperates;

l) do not to unfairly obstruct the functioning of an otherwise proper Board or committee of theBoard;

m) moderate and arbitrate in the interest of the company as a whole, in situations of conflictbetween management and shareholder's interest.

n) abide by Company's Memorandum and Articles of Association, company's policies andprocedures including code of conduct, insider trading guidelines etc.


17. REMUNERATION

The Committee will recommend the remuneration to be paid to the Managing Director, Whole-timeDirector, KMP and Senior Management Personnel to the Board for their approval.

The level and composition of remuneration so determined by the Committee shall be reasonable andsufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Managementof the quality required to run the company successfully. The relationship of remuneration to performanceshould be clear and meet appropriate performance benchmarks. The remuneration should also involvea balance between fixed and incentive pay reflecting short and long-term performance objectivesappropriate to the working of the company and its goals:

1. Director/ Managing Director

Besides the above Criteria, the Remuneration/ compensation/ commission etc to be paid to Director/Managing Director etc shall be governed as per provisions of the Companies Act, 2013 and rulesmade thereunder or any other enactment for the time being in force.

2. Non-executive Independent Directors

The Non- Executive Independent Director may receive remuneration by way of sitting fees forattending meetings of Board or Committee thereof. Provided that the amount of such fees shallbe subject to ceiling/ limits as provided under Companies Act, 2013 and rules made thereunderor any other enactment for the time being in force.

3. KMPs / Senior Management Personnel etc.

The Remuneration to be paid to KMPs/ Senior Management Personnel shall be based on theexperience, qualification and expertise of the related personnel and governed by the limits, if anyprescribed under the Companies Act, 2013 and rules made thereunder or any other enactmentfor the time being in force.

4. Directors' and Officers' Insurance

Where any insurance is taken by the Company on behalf of its Directors, KMPs/ SeniorManagement Personnel etc. for indemnifying them against any liability, the premium paid onsuch insurance shall not be treated as part of the remuneration payable to any such personnel.

18. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be recorded and signed by the Chairman of the Committee at thesubsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board andCommittee meeting.


ANNEXURE - III

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactionsunder third proviso thereto

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts)Rules, 2014)

1. Details of contracts or arrangements or transactions not at Arm's Length basis

Sl No. Particulars Details

A Name(s) of the related party and nature of relationship No any transaction

B Nature of contracts/arrangements/transactions No any transaction

C Duration of the contracts/arrangements/transactions No any transaction

D Salient terms of the contracts or arrangements ortransactions including the value, if any No any transaction

E Justification for entering into such contracts orarrangements or transactions No any transaction

F Date of approval by the Board No any transaction

G Amount paid as advances, if any No any transaction

H Date on which the special resolution was No any transactionpassed in General meeting as required underfirst proviso to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis

Sl No. Particulars Details

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

B Nature of contracts/arrangements/transactions

C Duration of the contracts/arrangements/transactions

D Salient terms of the contracts or arrangements ortransactions including the value, if any:

E Date(s) of approval by the Board, if any

F Amount paid as advances, if any:

As per list mentionedin below table.


LIST OF RELATED PARTY TRANSACTIONS

S. Name of the party Relationship Nature of Duration of AmountNo. Contract / Contract /

Arrangement/ Arrangement/Transaction Transaction

1 Hella KGaA Hueck & Co. Group Company Sale of Product 2016-17 84,487

2 Hella India Automotive Private Limited Group Company Sale of Product 2016-17 95

3 Hella Fahrzeugteile Austria GmbH Group Company Sale of Product 2016-17 4,149

4 Hella Australia Pty. Limited Group Company Sale of Product 2016-17 166

5 Hella Asia Singapore Pte. Limited Group Company Sale of Product 2016-17 28,272

6 Hella Inc. Group Company Sale of Product 2016-17 46,797

7 Hella Automotive South Africa Pty. Ltd. Group Company Sale of Product 2016-17 13,993

8 Hella Middle East FZE Group Company Sale of Product 2016-17 27,025

9 Hella PHIL.INC Group Company Sale of Product 2016-17 353

10 Hella trading (Shanghai) co. ltd. Group Company Sale of Product 2016-17 185

11 Hella Romania SRL Group Company Sale of Product 2016-17 219

12 Hella Do Brasil Automotive Ltd Group Company Sale of Product 2016-17 1,554

11 Hella KGaA Hueck & Co. Group Company Purchase of Raw Material 2016-17 42,530

12 Hella India Automotive Private Limited Group Company Purchase of Raw Material 2016-17 132,150

13 Hella Fahrzeugteile Austria Group Company Purchase of Raw Material 2016-17 5,598

14 Hella Asia Singapore Pte. Limited Group Company Purchase of Raw Material 2016-17 49,053

15 Hella Inc. Group Company Purchase of Raw Material 2016-17 13

16 Hella New Zealand Ltd Group Company Purchase of Raw Material 2016-17 1,672

17 Hella Pagid GmbH Group Company Purchase of Raw Material 2016-17 3,985

18 Hella Saturnus Slovenija D.O.O Group Company Purchase of Raw Material 2016-17 33,606

19 Behr Hella Services GmbH Group Company Purchase of Raw Material 2016-17 1,534

20 Docter Optics GmbH Group Company Purchase of Raw Material 2016-17 2,743

21 Hella Australia Pty. Limited Group Company Purchase of Raw Material 2016-17 162

22 Hella Slovakia Signal-Lighting s.r.o Group Company Purchase of Raw Material 2016-17 47

23 Hella Innenleuchten Systeme Gmbh Group Company Purchase of Raw Material 2016-17 2,988

24 Hella Lighting Finland Oy Group Company Purchase of Raw Material 2016-17 53

25 HELLA BHAP(Sanhe) Automotive Group Company Purchase of Raw Material 2016-17 218Lighting Co.,Ltd

26 Hella Romania SRL Group Company Purchase of Raw Material 2016-17 7,016

27 Hella Innenleuchten System Group Company Purchase of Raw Material 2016-17 691Brastisallva S.R.O

28 Hella KGaA Hueck & Co. Group Company Other Income 2016-17 7,209

29 HELLA BHAP(Sanhe) Automotive Group Company Other Income 2016-17 1,261Lighting Co.,Ltd

30 Hella KGaA Hueck & Co. Group Company Legal & Professional 2016-17 507

31 Hella India Automotive Private Limited Group Company Legal & Professional 2016-17 4,970

32 Hella KGaA Hueck & Co. Group Company Interest Paid 2016-17 11,458

33 Hella KGaA Hueck & Co. Group Company Insurance expenses 2016-17 323

(Rupees in Thousands)


LIST OF RELATED PARTY TRANSACTIONS

Sr. Name of the party Relationship Nature of Duration of AmountNo. Contract / Contract /

Arrangement/ Arrangement/Transaction Transaction

34 Hella KGaA Hueck & Co. Group Company Repair & Maintenance - 2016-17 20,371Others (IT)

35 Hella KGaA Hueck & Co. Group Company Royalty Expenses 2016-17 11,879

36 Hella KGaA Hueck & Co. Group Company Purchase of Fixed Assets 2016-17 384

37 Hella Lighting Finland Oy Group Company Purchase of Fixed Assets 2016-17 387

38 Hella Romania SRL Group Company Purchase of Fixed Assets 2016-17 1

39 HELLA BHAP(Sanhe)Automotive Lighting Co.,Ltd Group Company Purchase of Fixed Assets 2016-17 2,570

40 Hella India Automotive Private Limited Group Company Purchase of Fixed Assets 2016-17 961

41 HELLA Innenleuchten-Systeme GmbH Group Company Purchase of Fixed Assets 2016-17 726

42 Hella Innenleuchten SystemBrastisallva S.R.O Group Company Purchase of Fixed Assets 2016-17 748

43 'Hella KGaA Hueck & Co. Group Company Reimbursement of expenses 2016-17 319

44 Hella India Automotive Private Limited Group Company Reimbursement of expenses 2016-17 557

45 Hella Corporate Center China Group Company Reimbursement of expenses 2016-17 1,553

46 Hella KGaA Hueck & Co. Group Company Reimbursement of expenses 2016-17 229

47 Hella India Automotive Private Limited Group Company Reimbursement of expenses 2016-17 1,141

48 Hella Fahrzeugteile Austria GmbH Group Company Reimbursement of expenses 2016-17 261

49 Hella Automotive South Africa Pty Ltd. Group Company Reimbursement of expenses 2016-17 365

50 Hella Saturnus Slovenija D.O.O Group Company Reimbursement of expenses 2016-17 287

51 Hella Slovakia Signal-Lighting s.r.o Group Company Reimbursement of expenses 2016-17 207


Sd/- Sd/- Sd/-Narender Jain Rama Shankar Pandey Anil Sultan

CFO Managing Director Alternate DirectorDIN: 02848326 DIN: 00467681

Place : GurgaonDate : 22nd August, 2017

(Rupees in Thousands)


ANNEXURE - IV

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING ANDOUTGO

A. CONSERVATION OF ENERGY

a) Energy conservation measures taken:-

- Replaced 70 conventional tube lights with T-5, with this the company was able to save` 4,800 per month.

b) Additional investment and proposals, if any, being, implemented for reduction of consumption ofenergy:-

- A Metalizing machine was installed in the company towards the process of better technologyand having load 22kwh. However, the old metalizing machine having load up to 75 kwh.New machine annual maintenance cost approx. ` 1 lakh instead of old machine havingyearly Maintenance cost approx. ` 4.5 lakh.

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequentimpact on cost of production of goods:-

- The company has minimized their utilization of D.G. set, since they have obtained thepermission for utilization of energy in Peak hours form PSPCL Board, with this your companywas able to save ` 0.80 lac every month. Moreover this permission will be continued till thefurther instruction receive from PSPCL board.

- With the abovementioned small-small changes in the plant, your company was able to doreduction of energy consumption and moreover through these changes, your companyalso reduced consequently the cost of production of goods as it has favorable impact oncost of production.

d) Total energy consumption and energy consumption per unit of production:

The Company is having 2 DG Sets of 750 KVA & 380 KVA & 1250 KVA. During the year theCompany has consumed units of energy as detailed below:-

Electric Energy

• Units consumed from Punjab State Electricity Board in Financial Year 2016 -17 was16,71,660 units (previous year 1,571,160 units) and the cost was ` 13,452,910/-(previous year ` 14,140,440/-).

• DG Sets: Diesel consumed this year 77932 liters (previous year 56153 liters) and thecost was ` 4,301,347/- (previous year ` 2,695,344/-)

B. TECHNOLOGY ABSORPTION

1. The effort made towards technology absorption

During the year, the Company has made various efforts towards technology absorption which areas follows:-

• Additions of auto metal Dryer feeder system & moulding machines 200 & 80T to enhancethe capacity in moulding part production

• Reflex reflector for expert market

• SMLR product development under development process

• LED value fit work lamp for expert market in development

• New Head Lamp with M-60 for agro customers


• Interior lamp development for FORD India.

• D&D centre capacity enhancement in Derabassi Location.

2. Benefits derived from the above efforts

With this above efforts, the Company was able to drive following benefits:-

• Entry into new market segment;

• Increase of sales;

• Addition of new product portfolio;

• Enhancement of experience and knowledge of the people to be used in new projects.

3. Future plan of action

The company will continue to make efforts towards technology absorption. Focused on local forlocal & local to global product development. Moreover the company made a plan towardstechnology absorption in the area of Value fit products through their design and development likeHead Lamp, Work Lamp, Aux Lamp, Single Function Lamps etc.

Further, the company will increase the global D&D capabilities and capacities for complete in-house development and support to external locations.

4. Efforts, in brief, made towards technology absorption, adaptation and innovation

Technical training done at HKG for D&D centre capability enhancement;

International coordination and support for competence locations;

Support from capable suppliers.

Increase current product with OEM's

Low costs electronics developed for LED rear lamps.

5. Technology imported during last three years

The Company has imported in the year 2016-17 two moulding machines from Finland and technicalsupport in electronic development and simulations from global Hella counter parts.

6. Expenditure incurred on Research & Development: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earning in terms of actual inflows during the year and the foreign Exchangeoutgo during the year in terms of actual outflows were as follows:

(`̀̀̀̀ in Thousands)

Total Foreign Exchange used and earned Year ended Year ended31st March 2017 31st March 2016

a) Total Foreign Exchange earned 236,863 167,770

b) Total Foreign Exchange used 380,422 310,382


ANNEXURE - V

ANNUAL REPORT ON CORPORATE SOCIAL

RESPONSIBILITY (CSR) ACTIVITIES

(As prescribed under Section 135 of the Companies Act, 2013 and The Companies(Corporate Social Responsibility Policy) Rules 2014)

1. A brief outline of the company's CSR, including overview of projects or programs proposed to beundertaken and a reference to the web-link to the CSR policy and projects or program.

The CSR vision of your company as enumerated in above report i.e. "Weaving Road safety in the mindof masses'. The primary purpose of the company's CSR philosophy is to make a meaningful andmeasurable impact on road safety aiming at creating conditions suitable for sustainable smart and safedriving in India. The Company aims to promote literacy and awareness among the People. It promisesto undertake measures to promote education, awareness to the masses as well as to improve thedriving condition on Indian Roads. And for the CSR vision of the Company, during the year, the companydone numerous activities in association with Drive Smart Drive Safe on Schools, roads etc. The companyhad provided various seminars, discussions with government authorities and organization to makeIndia free from all avoidable road deaths.

Drive Smart Drive Safe (D2S) has been set up as a Non-Profit Organization to educate people aboutRoad Safety and impact reducing the road accident on Indian Roads.

The Link of website is as follows:-

www.hella.co.in → Investor relation → Policies and Information Related to Directors → Company Policies→ CSR Policy

2. The Composition of the CSR Committee as on 31st March 2017, is as follows:

a. Mr. Rama Shankar Pandey, Managing Director of the Company;

b. Mr. Avinash Razdan Bindra, Independent Director and

c. Mr. Tarun Gulati, Independent Director

3. Average net profit of the company for last three financial years: `̀̀̀̀ 30,378,190/-

4. Prescribed CSR Expenditure (2% of the said profits as stated in item 3 above) : - `̀̀̀̀ 607,564/-

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year - ` 608,000/-.

(b) Amount unspent , if any- NA

(c) Manner in which the amount spent during the financial year is detailed below:

(1) (2) (3) (4) (5) (6) (7) (8)

S.No CSR Sector Projects or Amount Amount spent Cumulative Amountproject or in which programs outlay on the projects expenditure spentactivity the Project (1) Local area (budget) or programs upto to the : Direct oridentified is covered/ or other Specifiy project or Sub-heads: reporting through

cl. no. Sch-VII (2) The State programs (1) Direct period implementingof CA-2013 district and where wise Expenditure agency

projects or programs on projects orwas undertaken programs

(2) Overheads

1 Road Cl(ii) Delhi 608,000 Implementing 608,000 ImplementingSafety Agency* Agency

TOTAL 608,000 608,000

* Donation to Drive Smart Drive Safe


6. In case the company has failed to spend the two per cent of the average net profit of the last threefinancial years or any part thereof, the company shall provide the reasons for not spending theamount in its Board report.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSRPolicy, is in compliance with CSR objectives and Policy of the company.

The CSR committee confirms that the implementation and monitoring of the CSR policy is in confirmitywith the CSR objectives and policy of the company.


Sd/- Sd/-Rama Shankar Pandey Avinash Razdan BindraManaging Director Chairman of CSR CommitteeDIN: 02848326 DIN : 03517938Add: 6th Floor, Plot No. 184, Address : F - 302, Siddh Apartments 107,Platinum Tower, Udyog Vihar, I. P. Extn., PatpargangPhase -1, Gurgaon - 122016, HR. New Delhi 110092

Place: GurgaonDate: 22nd August 2017


INDEPENDENT AUDITOR'S REPORT

To the Members of Hella India Lighting Limited

Report on the Financial Statements

We have audited the accompanying financial statements of HELLA INDIA LIGHTING LIMITED ("theCompany"), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss andthe Cash Flow Statement for the year then ended, and a summary of the significant accounting policies andother explanatory information.

Management's Responsibility for the financial statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the CompaniesAct, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair viewof the financial position, financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standards prescribed under section133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditingstandards and matters which are required to be included in the audit report under the provisions of the Actand the Rules made thereunder

We conducted our audit of the financial statements in accordance with the Standards on Auditing specifiedunder Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures inthe financial statements. The procedures selected depend on the auditor's judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal financial control relevant to the Company's preparationof the financial statements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances. An audit also includes evaluating the appropriateness of the accounting policies usedand the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluatingthe overall presentation of the financial statements.

We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India, of the state of affairs of theCompany as at 31st March, 2017, and its profits and its cash flows for the year ended on that date.


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 ourknowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so faras it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with bythis Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards prescribedunder section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2017taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,2017 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate Report in"Annexure A". Our report expresses an unmodified opinion on the adequacy and operatingeffectiveness of the Company's internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to thebest 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 itsfinancial statements - Refer Note 2.26 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses - Refer Note 2.25 (b) to the financial statements.

iii. There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company - Refer Note 2.41 to the financial statements

iv. The Company has provided requisite disclosures in note 2.40 to the financial statements asregards its holding and dealings in Specified Bank Notes as defined in the Notification S.O.3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from8th November 2016 to 30th December 2016. Based on audit procedures performed andthe representations provided to us by the management we report that the disclosures are inaccordance with the books of account maintained by the Company and as produced to usby the Management.

2. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the CentralGovernment in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants

(Firm's Registration No. 117366W/W-100018)

Sd/-Place: Gurgaon VIJAY AGARWALDate: June 13, 2017 Partner

(Membership No.: 094468)


ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' of our report of evendate)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of HELLA INDIA LIGHTING LIMITED("the Company") as of March 31, 2017 in conjunction with our audit of the financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls basedon the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India. These responsibilities include the design, implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring the orderly and efficientconduct of its business, including adherence to company's policies, the safeguarding of its assets, theprevention 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.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting was established andmaintained 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 financialcontrols system over financial reporting and their operating effectiveness. Our audit of internal financialcontrols over financial reporting included obtaining an understanding of internal financial controls over financialreporting, assessing the risk that a material weakness exists, and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk. The procedures selected depend onthe auditor's judgement, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit 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 reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorisations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition, use, or disposition of the company's assets that could have a material effect on thefinancial statements .


Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibilityof collusion or improper management override of controls, material misstatements due to error or fraud mayoccur and not be detected. Also, projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In 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 suchinternal financial controls over financial reporting were operating effectively as at March 31, 2017, based onthe Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.




Membership No.: 094468


ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' section of our report ofeven date)(i) (a) The Company has maintained proper records showing full particulars, including quantitative details

and situation of fixed assets.(b) The Company has a program of verification of fixed assets to cover all the items in a phased

manner over a period of three years which, in our opinion, is reasonable having regard to the sizeof the Company and the nature of its assets. Pursuant to the program, certain fixed assets werephysically verified by the Management during the year. According to the information andexplanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us andbased on the examination of the registered sale deed provided to us, we report that, the titledeeds, comprising all the immovable properties of land and buildings which are freehold, areheld in the erstwhile name of the Company "J.M.A. Industries Limited" as at the balance sheetdate. In respect of immovable properties of land and buildings that have been taken on lease andleasehold improvements disclosed as fixed asset in the financial statements, the lease agreementsare in the name of the Company, where the Company is the lessee in the agreement.

(ii) As explained to us, the inventories were physically verified during the year by the Management atreasonable intervals other than for inventories lying with third parties at the end of the year for whichconfirmations have been obtained and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of the CompaniesAct, 2013.

(iv) The Company has not granted any loans, made investments or provide guarantees and hence reportingunder clause (iv) of the Order is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any depositduring the year.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1)of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Companypursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by theCentral Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of theopinion that, prima facie, the prescribed cost records have been made and maintained we have, however,not made a detailed examination of the cost records with a view to determine whether they are accurateor complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:(a) The Company has been regular in depositing undisputed statutory dues, including Provident

Fund, Service Tax, Employees' State Insurance, Sales Tax, Customs Duty, Excise Duty, ValueAdded Tax, cess and other material statutory dues applicable to it and generally been regular incase of depositing Income Tax and tax deducted at source to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' StateInsurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax,cess and other material statutory dues in arrears as at March 31, 2017 for a period of more thansix months from the date they became payable.

(c) Details of dues of Income-tax which have not been deposited as on March 31, 2017 on accountof disputes are given below:Name of statute Nature of

dues Forum where

dispute is pending

Period to which the amount

relates

Amount involved and not paid

(Rs. in Thousand) The Income tax Act, 1961 Income tax CIT (Appeals) AY 2011-12 32,711*

*Net of Rs. 5,772 paid under protest


There are no disputed dues in respect of Sales Tax, Service Tax, Customs Duty, Excise Duty, and ValueAdded Tax.

(viii) In our opinion and according to the information and explanations given to us, the Company has notdefaulted in the repayment of loans or borrowings to banks. The Company has not taken any loan fromfinancial institutions and government during the year. The Company has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debtinstruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud bythe Company and no material fraud on the Company by its officers or employees has been noticed orreported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid /provided managerial remuneration in accordance with the requisite approvals mandated by the provisionsof section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is incompliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactionswith the related parties and the details of related party transactions have been disclosed in the financialstatements as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is notapplicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year theCompany has not entered into any non-cash transactions with its directors or directors of its holding,subsidiary or associate company or persons connected with them and hence provisions of section 192of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act,1934.




Membership No.: 094468


BALANCE SHEET AS AT MARCH 31, 2017(All amounts are in Thousand Indian Rupees except number of shares)

Particulars Note No. As at As at 31 March 2017 31 March 2016

EQUITY AND LIABILITIESShareholders' fundsShare capital 2.1 1,46,077 1,46,077Reserve and surplus 2.2 2,82,515 2,02,978

4,28,592 3,49,055Non-current liabilitiesLong-term borrowings 2.3 43,333 86,667Other long-term liabilities 2.4 3,190 2,738Long-term provisions 2.5 22,264 14,322

68,787 1,03,727Current liabilitiesTrade payables 2.6

(i) Total outstanding dues of microand small enterprises 23,591 22,710

(ii) Total outstanding dues of other thanmicro and small enterprises 2,03,763 2,08,499

Other current liabilities 2.7 1,00,441 80,633Short-term provisions 2.8 44,535 4,220

3,72,330 3,16,062 8,69,709 7,68,844

ASSETSNon-current assetsFixed assets

Tangible assets 2.9 2,84,475 2,65,375Intangible assets 1,636 11,611Capital work in progress 65,321 21,932

3,51,432 2,98,918Non-current investments 2.10 20 20Long-term loans and advances 2.11 19,926 23,235Deferred tax assets (net) 2.33 17,944 -Other non-current assets 2.12 1,903 1,073

3,91,225 3,23,246Current assetsInventories 2.13 1,41,589 1,44,006Trade receivables 2.14 2,72,043 2,50,786Cash and bank balance 2.15 43,925 34,039Short-term loan and advances 2.16 20,927 16,601Other current assets 2.17 - 166

4,78,484 4,45,598 8,69,709 7,68,844

See accompanying notes forming partof the financial statements 1 to 2.42In terms of our report attached

For Deloitte Haskins & Sells LLP For and on behalf of the Board of DirectorsChartered Accountants Hella India Lighting Limited

Sd/- Sd/- Sd/- Sd/- Sd/-Vijay Agarwal Rama Shankar Pandey Anil Sultan Shikhar Goel Narender JainPartner Managing Director Director Company Secretary Chief Financial Officer

DIN : 02848326 DIN : 00467681 ACS - 35031 PAN: AFDPJ6615EPlace: Gurgaon Place: GurgaonDate: 13 June 2017 Date: 13 June 2017


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2017(All amounts are in Thousand Indian Rupees except number of shares)

Particulars Note No. Year Ended Year Ended 31 March 2017 31 March 2016

Revenue from operationsSales of productsRevenue from operations (gross) 2.18 16,75,296 14,21,557Less: Excise duty 1,89,241 1,70,510Revenue from operations (net) 14,86,055 12,51,047Other income 2.19 31,590 15,802Total revenue 15,17,645 12,66,849

ExpensesCost of materials consumed 2.20 8,62,139 7,71,250Purchase of stock-in-trade (traded goods) 46,619 20,018Changes in inventories of finished goods,work-in-progress and stock-in-trade 2.21 (1,151) (6,378)Employee benefits expenses 2.22 1,50,379 1,25,586Finance cost 2.23 12,544 13,854Depreciation and amortisation expenses 2.9 58,608 51,456Other expenses 2.24 3,15,045 2,65,766Total expenses 14,44,183 12,41,552

Profit before tax 73,462 25,297

Tax expense/ (benefit)(a) Current tax expense 13,003 -(b) (Less) MAT credit entitlement (1,134) -(c) Net current tax expense 11,869 -(d) Deferred tax benefit (17,944) -Net tax benefit (6,075) -

Profit after tax 79,537 25,297

Earning per share (face value Rs 10 each)- Basic and diluted earning per share (Rs.) 2.32 25.08 7.98

See accompanying notes formingpart of the financial statements 1 to 2.42

In terms of our report attached

For Deloitte Haskins & Sells LLP For and on behalf of the Board of DirectorsChartered Accountants Hella India Lighting Limited




CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2017(All amounts are in Thousand Indian Rupees except number of shares)

Particulars Year Ended Year Ended 31 March 2017 31 March 2016

A. CASH FLOW FROM OPERATING ACTIVITIES :Profit before tax 73,462 25,297Adjustments for:Depreciation and amortisation expenses 58,608 51,456Liabilities and provisions no longer required written back (11,102) (4,461)Interest expense 12,544 13,854Interest income (on fixed deposits, loans and investments) (573) (825)Net unrealised foreign exchange gain (450) (2,765)Profit on sale of fixed assets - (13)Provision for doubtful debts - 5,058Provision for doubtful advances - 1,507Bad debts written-off 1,960 1,680Fixed assets written-off 313 883Advances written-off 4,131 -OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 1,38,893 91,671Adjustments for (increase) / decrease in operating assets:Decrease/(Increase) in inventories 2,418 (1,438)Increase in trade receivables (21,527) (24,902)Decrease/(Increase) in short-term loans and advances (8,456) 14,232Decrease/(Increase) in long-term loans and advances (5,797) 975Increase in other non-current assets (830) (188)Adjustments for increase / (decrease) in operating liabilities:Incresae in long-term provisions 7,942 2,464Increase in other long-term liabilities 452 378Increase in trade payables 6,007 37,709Increase/(decrease) in short-term provisions 27,430 (2,816)Increase in other current liabilities 7,732 14,851CASH GENERATED IN OPERATIONS 1,54,264 1,32,935Net income tax paid 2,732 2,075NET CASH FLOW FROM OPERATING ACTIVITIES (A) 1,56,996 1,35,011

B. CASH FLOW FROM INVESTING ACTIVITIESCapital expenditure on fixed assets, including capital advances (90,636) (61,600)Proceeds from sale of fixed assets - 1,497Interest received (on fixed deposits, loans and investments) 740 675NET CASH FLOW USED IN INVESTING ACTIVITIES (B) (89,896) (59,429)

C. CASH FLOW FROM FINANCING ACTIVITIESRepayment of long term borrowings (43,333) (49,697)Interest paid (13,881) (13,479)NET CASH FLOW USED IN FINANCING ACTIVITIES (C) (57,214) (63,176)NET INCREASE IN CASH AND CASH EQUIVALENTS (A + B + C) 9,886 12,406

Cash and cash equivalents at the beginning of the year 34,039 21,633Cash and cash equivalents at the end of the year (Refer note 2.15) 43,925 34,039Cash and cash equivalents comprises :(a) Cash on hand 35 48(b) Balances with banks

(i) In current accounts 26,932 28,684(ii) In EEFC accounts 16,958 5,307

43,925 34,039See accompanying notes forming part ofthe financial statements 1 to 2.42

In terms of our report attachedFor Deloitte Haskins & Sells LLP For and on behalf of the Board of DirectorsChartered Accountants Hella India Lighting Limited




Notes to financial statements for the year ended 31 March 2017(All amounts are in Thousand Indian Rupees except number of shares)1. Company overview

Hella India Lighting Limited, (‘the Company’) is a public limited company and is incorporated under theCompanies Act, 1956. Its shares were listed on Bombay Stock Exchange and Delhi Stock Exchange.Delhi Stock Exchange allowed delisting of shares in previous years. On 30 April 2015, the Companygot delisted from Bombay Stock Exchange. The Company is primarily engaged in manufacturing ofautomotive lights, switches, blinkers etc.

2. Significant Accounting Policies(i) The financial statements of the Company are prepared on a going concern basis under the historical

cost convention on the accrual basis of accounting, in accordance with the Indian GenerallyAccepted Accounting Principles (GAAP) and comply with the Accounting Standards specifiedunder Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts)Rules, 2014, to the extent applicable, as adopted consistently by the Company. The financialstatements have been prepared in Indian rupees.

(ii) Use of estimatesThe preparation of financial statements in conformity with GAAP requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities, disclosureof contingent liabilities on the date of the financial statements and the reported amounts of revenuesand expenses during the reporting period. Examples of such estimates include estimated provisionfor doubtful debts, future obligations under employee retirement benefit plans and estimateduseful life of fixed assets, etc. Differences between actual results and estimates are recognised inthe year in which the actual results are known or materialised. Any revision to accounting estimatesis recognised in accordance with the requirements of the respective accounting standard.

(iii) Current–non-current classificationAll assets and liabilities are classified into current and non-current.AssetsAn asset is classified as current when it satisfies any of the following criteria:a) it is expected to be realized in, or is intended for sale or consumption in, the company’s

normal operating cycle;

b) it is held primarily for the purpose of being traded;

c) it is expected to be realised within 12 months after the reporting date; or

d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle aliability for at least 12 months after the reporting date.

Current assets include the current portion of non-current assets.

All other assets are classified as non-current.

Liabilities

A liability is classified as current when it satisfies any of the following criteria:

a) it is expected to be settled in the company’s normal operating cycle;

b) it is held primarily for the purpose of being traded;

c) it is due to be settled within 12 months after the reporting date; or

d) the company does not have an unconditional right to defer settlement of the liability for atleast 12 months after the reporting date. Terms of a liability that could, at the option of thecounterparty, result in its settlement by the issue of equity instruments do not affect itsclassification.


Current liabilities include current portion of non-current financial liabilities.

All other liabilities are classified as non-current.

Operating cycle

Operating cycle is the time between the acquisition of assets for processing and their realisationin cash or cash equivalents. The Company considers its operating cycle within a period on 12months.

(iv) Fixed assets (Tangible and Intangibles) and related depreciation and amortisation

Tangible fixed assets

Tangible fixed assets are carried at cost of acquisition less accumulated depreciation. Cost isinclusive of freight, duties, taxes and any other directly attributable costs to bring the assets totheir working condition for intended use.

Intangible fixed assets

Intangible fixed assets are recognised when it is probable that the future economic benefits thatare attributable to the assets will flow to the Company and the cost of assets can be measuredreliably. The intangible assets are recorded at cost of acquisition including incidental costs relatedto acquisition and installation and are carried at cost less accumulated amortisation and impairmentlosses, if any.

Capital Work –In- Progress

Cost of assets not ready for use as at the balance sheet date and fixed assets under constructionare disclosed as capital work-in-progress. Capital work-in-progress is disclosed at cost lessimpairment reserve (if any)

Depreciation

Till the year ended 31 March 2014, Schedule XIV to the Companies Act, 1956, prescribedrequirements concerning depreciation of fixed assets. From the previous year, Schedule XIV hasbeen replaced by Schedule II to the Companies Act, 2013. The applicability of Schedule II hasresulted in the following changes related to depreciation of fixed assets. Unless stated otherwise,the impact mentioned for the previous year is likely to hold good for future years also.

(a) Useful lives/ depreciation rates

Schedule II to the Companies Act 2013, prescribes useful lives for fixed assets which, inmany cases, are different from lives prescribed under the erstwhile Schedule XIV. However,Schedule II allows companies to use higher/ lower useful lives and residual values if suchuseful lives and residual values can be technically supported.

Considering the applicability of Schedule II, management has re-estimated useful lives andresidual values of all its fixed assets. Accordingly, the depreciation has been provided onthe following rates:

The revised rates are based on an internal technical evaluation report as issued bymanagement and are determined after considering following factors:

- Expected usage of the asset.

- Expected physical wear and tear

- Technical and commercial obsolescence

- Understand past practices and general industry experience

Notes to financial statements for the year ended 31 March 2017(All amounts are in Thousand Indian Rupees except number of shares)


The revised rates as mentioned below were discussed with the holding company and wereapproved by Board of Directors in their meeting held on 13 November 2014.

Assets Category Useful life of Asset (in years)During the With effectprevious from 1 April

year ended 201431 March 2015

Building 15 30Plant and equipment (Injection Mouldingmachine, Metalizer, Drying and Conveyingsystem and other peripheral machines) 8 12Plant and equipment (other than above mentioned) 8 8Plant and equipment (Tools) 8 5Plant and equipment (Electric installations) 8 8Computers 3 3Furniture and Fixtures 10 10Office Equipment 5 5Motor vehicles (Commercial) 6 6Motor vehicles (other than commercial) 5 5Depreciation is charged on a pro-rata basis for assets acquired/sold during the year from/to thedate of acquisition/sale on straight line basis.

Management believes that depreciation rates mentioned above fairly reflect its estimate of theuseful lives and residual values of fixed assets, though these rates in certain cases are differentfrom lives prescribed under Schedule II.

Leasehold improvements are amortised over the estimated useful life of the asset as estimatedby management or the remaining period of the lease, whichever is shorter.

(b) Depreciation on assets costing less than Rs. 5,000

The Company is depreciating assest costing less than Rs. 5000 over their useful life as assessedby management and as detailed above in the paragraph.

Amortisation

Intangibles comprise softwares. Intangible fixed assets are amortised in the Statement of Profit orLoss over their estimated useful lives, from the date they are available for use based on theexpected pattern of consumption of economic benefits of assets. Accordingly, at present softwaresare being amortised on straight line basis over the useful life of 3 years.

(v) Impairment

The carrying amounts of assets are reviewed at each Balance Sheet date in accordance withAccounting Standard – 28 on ‘Impairment of Assets’ to determine whether there is any indicationof impairment. If any such indication exists, the recoverable amount of the asset is estimated. Animpairment loss is recognised whenever the carrying amount of an asset or cash generating unitexceeds its recoverable amount. Impairment losses are recognised in the Statement of Profitand Loss. An impairment loss is reversed if there has been a change in the estimates used todetermine the recoverable amount. An impairment loss is reversed only to the extent that theasset’s carrying amount does not exceed the carrying amount that would have been determinednet of depreciation or amortisation, if no impairment loss had been recognised.



(vi) Operating lease (as lessee)

Lease arrangements, where the risks and rewards incidental to ownership of an asset substantiallyvest with the lessor, are recognised as operating lease.

Lease payments under operating lease are recognised as an expense in the Statement of Profitand Loss on a straight line basis over the lease period.

(vii) Investments

Investments that are readily realisable and intended to be held for not more than a year from thedate of acquisition are classified as current investments. All other investments are classified aslong term investments. However, that part of long term investments which is expected to berealised within 12 months after the reporting date is also presented under ‘current assets’ as“current portion of long term investments” in consonance with the current/non-current classificationof Schedule III to the Companies Act, 2013.

Long term investments (including current portion thereof) are valued at cost less any othertemporary diminution in value, determined separately for each individual investment.

Current investments are carried at the lower of cost and fair value.

Any reduction in the carrying amount and any reversals of such reductions are charged or creditedto Statement of Profit and Loss.

(viii) Revenue recognition

Revenue from sale of goods is recognised upon the passage of significant risks and rewards ofownership of the goods to the customers and no significant uncertainty exists regarding the amountof the consideration that will be derived from the sale of the goods and regarding its collection.Sales are recorded at invoice value, net of price adjustments (if any), sales returns and applicabletaxes.

Interest income is recognised using the time proportion method, based on underlying interestrates.

(ix) Inventories

Inventories are valued at cost or net realisable value, whichever is lower. The cost formula appliedfor inventories is weighted average.

In determining cost of work in progress and finished goods, fixed production overheads areallocated on the basis of normal capacity of production facilities and variable production overheadsare assigned to each unit of production on the basis of actual use of the production facilities.

Stores and spares and raw materials held for use in production of finished goods are not writtendown below cost except in cases where material prices have declined, and it is estimated that thecost of the finished goods will exceed their net realisable value.

Obsolete, defective and unserviceable stocks are duly provided for, wherever required.

(x) Borrowing Cost

Borrowing costs attributable to the acquisition or construction of a qualifying asset are capitalisedas a part of the cost of asset. A qualifying asset is one that necessarily takes substantial period oftime to get ready for intended use. Other borrowing costs are recognised as an expense in theperiod in which they are incurred.

(xi) Foreign currency transactions

Foreign currency transactions are recorded at the rate of exchange prevailing on the date of therespective transactions. Monetary foreign currency assets and liabilities remaining unsettled at




the balance sheet date are translated at the rates of exchange prevailing on that date. Gains/(losses) arising on account of realisation/settlement of foreign exchange transactions and ontranslation of foreign currency assets and liabilities are recognised in the Statement of Profit andLoss.

(xii) Employee benefits

Short-term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classifiedas short-term employee benefits. Benefits such as salaries, wages and bonus, etc., are recognisedin the Statement of Profit and Loss in the period in which the employee renders the relatedservice.

Post-employment benefits

Defined contribution plans: The employee’s Provident Fund scheme and Employees’ StateInsurance Fund are defined contribution plans. The Company’s contribution paid/payable underthese schemes is recognised as an expense in the Statement of Profit and Loss during the periodin which the employee renders the related service.

Defined benefit plans: The Company’s gratuity plan is a defined benefit plan. The present valueof gratuity obligation under such defined benefit plan is determined based on an actuarial valuationcarried out by an independent actuary using the Projected Unit Credit Method, which recogniseseach period of current and past service as giving rise to additional unit of employee benefitentitlement and measures each unit separately to build up the final obligation. The obligation ismeasured at the present value of the estimated future cash flows. The discount rate used fordetermining the present value of the obligation under defined benefit plans, is based on themarket yields on Government securities as at the valuation date having maturity periodsapproximating to the terms of related obligations. Actuarial gains and losses are recognisedimmediately in the Statement of Profit and Loss.

Gains or losses on the curtailment or settlement of any defined benefit plan are recognised whenthe curtailment or settlement occurs.

Leave encashment: Benefits under the Company’s leave encashment policy constitute the otherlong term employee benefits. The liability in respect of leave encashment is provided on the basisof an actuarial valuation done by an independent actuary at the year end. Actuarial gains andlosses are recognised immediately in the Statement of Profit and Loss.

(xiii) Earning per share

Basic earnings per share are calculated by dividing the net profit/ (loss) for the year attributable toequity shareholders by the weighted average number of equity shares outstanding during theyear. Diluted earnings per share is computed using the weighted average number of equity anddilutive equity equivalent shares outstanding during the year end, except where the results wouldbe anti-dilutive.

(xiv) Provisions, contingent liability and contingent assets

The Company creates a provision when there is present obligation as a result of a past event thatprobably requires an outflow of resources and a reliable estimate can be made of the amount ofthe obligation. A disclosure for a contingent liability is made when there is a possible obligation ora present obligation that may, but probably will not, require an outflow of resources. When thereis a possible obligation or a present obligation in respect of which the likelihood of outflow ofresources is remote, no provision or disclosure is made.


Provisions are reviewed at each Balance Sheet date and adjusted to reflect the current bestestimate. If it is no longer probable that an outflow of resources would be required to settle theobligation, the provision is reversed.

Liabilities and provisions no longer required written back includes reversal of provision madeduring the previous years and charging of actual write off incurred during the year in the Statementof Profit and loss account.

Contingent assets are not recognised in the financial statements. However, contingent asset areassessed continually and if it is virtually certain that an inflow of economic benefits will arise, theasset and related income are recognised in the period in which the change occurs.

(xv) Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents comprisesshort-term balances (with an original maturity of three months or less from the date of acquisition),highly liquid investments that are readily convertible into known amounts of cash and which aresubject to insignificant risk of changes in value.

(xvi) Taxation

Income-tax expense comprises current tax (i.e. the amount of tax for the year determined inaccordance with the Income-tax Act, 1961) and deferred tax charge or credit (reflecting the taxeffects of the timing differences between the accounting income and taxable income for the year).The current charge for income tax is based on estimated tax liability as computed after takingcredit for allowances and exemptions in accordance with the Income-tax laws applicable for theperiod. The deferred tax charge or credit and the corresponding deferred tax liabilities or assetsare recognised using the tax rates that have been enacted or substantially enacted by the BalanceSheet date. Deferred tax assets are recognised only to the extent there is reasonable certaintythat the assets can be realised in the future. However, where there is unabsorbed depreciation orcarry forward loss under taxation laws, deferred tax assets are recognised only if there is virtualcertainty of realisation of such assets. Deferred tax assets are reviewed at each Balance Sheetdate and written down or written up to reflect the amount that is reasonably/ virtually certain (asthe case may be) to be realised.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economicbenefits in the form of adjustment to future income tax liability, is considered as an asset if thereis convincing evidence that the Company will pay normal income tax. Accordingly, MAT isrecognised as an asset in the Balance Sheet when it is highly probable that future economicbenefit associated with it will flow to the Company.

(xvii) Provision for warranty

The estimated liability for product warranties is recorded when products are sold. These estimatesare established using historical information on the nature, frequency and average cost of warrantyclaims and management estimates regarding possible future incidence based on corrective actionson product failures. The timing of outflows will vary as and when warranty claim will arise - beingtypically upto one year.

As per the terms, the Company provides warranty support to its customers through Hellaauthorised service centers. The Company accounts for the provision for warranty on the basisof the information available with the Management duly taking into account the current and pasttechnical estimates.




Particulars As at As at 31 March 2017 31 March 2016

2.1 Share capitalAuthorizedEquity shares, `̀̀̀̀ 10 each3,500,000 (previous year 3,500,000) equity shares 35,000 35,000

Preference shares, `̀̀̀̀ 100 par value2,150,000 (previous year 2,150,000) non-convertible,non-cumulative, redeemable preference shares 2,15,000 2,15,000

2,50,000 2,50,000

Issued, subscribed and paid-up

Equity shares3,171,400 (previous year 3,171,400) equity sharesof ` 10 each fully paid up 31,714 31,714

Preference shares1,143,630 (previous year 1,143,630) 0.0000001%non-convertible, non-cumulative, redeemablepreference shares of Rs. 100 each fully paid up 1,14,363 1,14,363

1,46,077 1,46,077

i) Rights, preferences and restrictions

Equity shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. Eachholder of equity share is entitled to one vote per share. The paid-up equity shares of the Companyrank pari-passu in all respects including dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receiveremaining assets of the Company, after distribution of all preferential amounts. The distributionwill be in proportion to the number of equity shares held by the shareholders.

Preference shares

Preference shares issued by the Company are non-convertible, non-cumulative, redeemableand non participating. Preference shareholders are not entitled to vote.

Preference shareholders are entitled to 0.0000001% dividend.

Preference shareholders have preference over equity shareholders for the payment of dividendand repayment of capital, in the event of liquidation of the Company.




ii) The reconciliation of the shares outstandingat the beginning and end of the year

As at 31 March 2017 As at 31 March 2016No. of shares Amount No. of shares Amount

Equity sharesBalance at the beginning and end of the year 31,71,400 31,714 31,71,400 31,714

Preference sharesBalance at the beginning and end of the year 11,43,630 1,14,363 11,43,630 1,14,363

iii) Shares held by the holding Companyand fellow subsidiary Company:

As at 31 March 2017 As at 31 March 2016No. of shares Amount No. of shares Amount

Equity SharesHella Holding International GmbH,Germany, the holding company 16,17,400 16,174 16,17,400 16,174Hella India Automotive Private Limited,a fellow subsidiary 9,99,890 9,999 9,99,390 9,994

Total 26,17,290 26,173 26,16,790 26,168

Preference sharesHella Holding International GmbH, Germany,the holding company 11,43,630 1,14,363 11,43,630 1,14,363

Total 11,43,630 1,14,363 11,43,630 1,14,363

The ultimate holding Company of theCompany is Hella KGaA Hueck & Co., Germany.

iv) The details of shareholders holdingmore than 5% shares :

As at 31 March 2017 As at 31 March 2016No. of shares % of holding No. of shares % of holding

Equity sharesHella Holding International GmbH, Germany,the holding company 16,17,400 51.00 16,17,400 51.00Hella India Automotive Private Limited 9,99,890 31.53 9,99,390 31.51Preference sharesHella Holding International GmbH, Germany,the holding company 11,43,630 100.00 11,43,630 100.00

v) The preference shares are redeemable at par at any time after five years but prior to the expiry of twentyyears from the date of allottment. Out of these, 500,000 preference shares have been alloted on 31 August2006, 40,000 preference shares have been alloted on 18 March 2009 and 603,630 (by conversion of loanfrom the holding company) preference shares have been alloted on 16 March 2010.Also, refer to note 2.37 relating to delisting of shares of the Company.




2.2 Reserves and Surplus

Capital reserveBalance at the beginning and end of the year 1,756 1,756Revaluation reserveBalance at the beginning and end of the year 2,495 2,495Capital redemption reserveBalance at the beginning and end of the year 100 100Securities premium reserveBalance at the beginning and end of the year 2,95,249 2,95,249Deficit (Balance of statement of Profit and loss)Balance at the beginning of the year (96,622) (1,21,919)Add: Profit for the year 79,537 25,297

Balance at the end of the year (17,085) (96,622)

2,82,516 2,02,978

2.3 Long-term borrowings- Term loan from related party (unsecured) 86,667 1,30,000Less : Current maturities of term loan (43,333) 43,333 (43,333) 86,667from related party(refer to note number 2.7)

43,333 86,667

Term loan from related party is an Indian currency loan taken from Hella KGaA Hueck & Co., Germany(ultimate holding company). It carries interest at 9.5% per annum. The repayment schedule is as follows :

Installment Repayment date Amount to be repaid in thds INR1 30 September 2017 21,6672 31 March 2018 21,6673 30 September 2018 21,6674 31 March 2019 21,665

2.4 Other long term liabilities- Security deposit received 3,190 2,738

3,190 2,738

2.5 Long-term provisionsProvisions for employee benefits- Gratuity (refer to note 2.27) 12,824 9,972- Compensated absences 9,440 4,350

22,264 14,322




2.6 Trade payablesTrade payables for goods and services- total outstanding dues of micro and smallenterprises (refer to note 2.28) 23,591 22,710- total outstanding dues of other thanmicro and small enterprises 2,03,763 2,08,499

2,27,354 2,31,209

2.7 Other current liabilitiesCurrent maturities of long term loan fromrelated party (refer to note 2.3) 43,333 43,333

Interest accrued on borrowings 4,658 5,995

Interest accrued on others 1,038 -

Employee payables 10,543 9,641

Statutory remittances 7,750 8,587

Advance from customers 15,476 8,848

Payable on purchase of fixed assets 17,643 4,229

1,00,441 80,633

2.8 Short-term provisionsProvision for employee benefits

- Gratuity (refer to note 2.27) 753 547

- Compensated absences 314 779

Other provisions

- Provision for income tax [net of advance tax Rs. 114 (Previous year Nil)] 12,885 -

- Provision for export obligations under EPCG License (Refer note 2.38) 1,094 1,094

- Provision for warranty (Refer note 2.38) 29,489 1,800

44,535 4,220


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Particulars As at 31 March 2017 As at 31 March 2016

2.10 Non-current investments(Valued at cost unless stated otherwise)Trade - unquotedInvestment in equity instrument of other entitiesWegu Sondhi Private Limited 110 11011,000 (previous year 11,000) equity shares offace value Rs. 10 each, fully paid upLess: Provision for other than temporarydiminution in value of investment # 110 110

- -Drive Smart Drive Safe 20 202,000 (previous year 2,000) equity shares offace value “Rs. 10 each, fully paid up 20 20

Aggregate amount of unquoted investments 130 130Less: Aggregate amount of provision for otherthan temporary diminution in value of investment 110 110

20 20

# As on 31 March 2017, Wegu Sondhi Private Limited is a dormant Company.

2.11 Long term loans and advances(unsecured, considered good unless otherwise stated)Capital advances

Considered good 8,140 15,009Considered doubtful - 431Less: Provision for doubtful advances - 8,140 431 15,099

Security deposits 4,861 5,286Balance with Income tax authorities (paid under protest) 5,772 -MAT credit entitlement 1,135 -Prepaid expenses 19 -Income taxes recoverable - 2,850

19,927 23,235




2.12 Other non-current assets(unsecured, considered good unless otherwise stated)Balance with banks - held as security against marginmoney given to Government authorities 1,903 1,073

1,903 1,073

2.13 Inventories (refer to note 2.36)(Valued at the lower of cost or net realisable value)Raw materials and components [includes goods intransit Rs. 7,356 (previous year Rs. 13,114)] 79,826 83,581Work in progress 3,354 2,440Finished goods (other than those acquired for trading)[includes goods in transit Rs. 15,274 (previous year Rs. 14,219)] 38,696 44,667Traded goods (acquired for trading) 15,660 9,452Stores and spares 4,053 3,866

1,41,589 1,44,006

2.14 Trade receivables(unsecured, considered good unless otherwise stated)Trade receivables outstanding for a period exceeding sixmonths from the date they were these are due for payment

Considered good 314 98Doubtful 7,778 8,569Less: Provision for doubtful trade receivables. 7,778 314 8,569 98

Other trade receivablesConsidered good 2,71,729 2,50,688

2,72,043 2,50,786

2.15 Cash and cash equivalentsCash on hand 35 48Balances with banks

In current accounts 26,932 28,684In EEFC accounts 16,958 5,307

43,925 34,039

Of the above, the balances that meet the definition ofCash and Cash equivalents as per AS 3 Cash Flow Statements is 43,925 34,039




2.16 Short term loans and advances(unsecured, considered good unless otherwise stated)

Advance to suppliersConsidered good 3,704 2,465

Doubtful - 1,694Less: Provision for doubtful advances - 3,704 1,694 2,465

Balances with Government authoritiesConsidered good- CENVAT credit receivable 8,743 9,098- VAT credit receivable 471 638- Service Tax credit receivable 2,572 613

Doubtful- CENVAT credit receivable - 468- Service Tax credit receivable - 4,023Less: Provision for doubtful balance - 11,786 4,491 10,349

Prepaid expenses 1,595 953Loans and advances to employees 3,842 2,722Other advances (rent) - 113

20,927 16,601

2.17 Other current assets(unsecured, considered good unless otherwise stated)Interest accrued but not due- on security deposits - - 166 166

- 166

2.18 Revenue from operations(a)Sale of products (Refer Note (i) below) 16,67,936 14,17,850(b)Other operating revenues (Refer Note (ii) below) 7,360 3,707Revenue from operations (Gross) 16,75,296 14,21,557Less : Excise duty 1,89,241 1,70,510

14,86,055 12,51,047

(i) Sale of products comprises:Manufactured Finished Goods (Refer to note 2.36(c)) 16,18,098 13,96,651Traded Goods (Refer to note 2.36(d)) 49,838 21,199

16,67,936 14,17,850

(ii)Other operating revenues comprises:Scrap sales 2,404 1,640Duty drawback and other export incentives 4,956 2,067

7,360 3,707



Particulars Year Ended Year Ended31 March 2017 31 March 2016

2.19 Other income

Interest income

- on fixed deposits with banks 573 267

- other interest - 332

- on income tax refund 225 798 113 712

Net gain on foreign currency transactions 9,671 985

Profit on sale of fixed assets - 13

Liabilities and provisions no longer required written back 11,102 4,461

Miscellaneous income 10,019 9,631

31,590 15,802

2.20 Cost of material consumed

(Refer to note 2.36 (e))Raw material and components

Opening stock 83,581 87,669Add: Purchases 8,58,383 7,67,162Less: Closing stock 79,826 83,581

8,62,138 7,71,250

2.21 Changes in inventories of finished goods,work-in-progress and traded goods

Opening stockTraded goods 9,452 4,943Finished goods 44,667 42,142Work in progress 2,440 3,096

56,559 50,181Less: Closing stock

Traded goods 15,660 9,452Finished goods 38,696 44,667Work in progress 3,354 2,440

57,710 (1,151) 56,559 (6,378)

(1,151) (6,378)




2.22 Employee benefits expenses

Salaries and wages 1,28,237 1,07,925Contribution to provident funds (Refer to note 2.27) 7,210 6,258Gratuity expense (Refer to note 2.27) 4,139 2,655Staff welfare expenses 10,793 8,748

1,50,379 1,25,586

2.23 Finance cost

Interest on delayed payment of Income Tax 1,038 -Interest on borrowings from related party (Refer to note 2.30) 11,457 12,556Interest on cash credit limit 49 1,298

12,544 13,854

2.24 Other expenses

Consumption of stores and spares (Refer to note 2.36 (g)) 33,045 33,459Increase/(decrease) of excise duty on inventory (698) 1,238Power and fuel 18,720 16,247Travelling and conveyance 25,735 19,184Freight outward 40,315 36,345Contractual manpower 37,075 32,634Legal and professional 19,107 23,004Payment to auditors- Statutory audit fees 900 900- Tax audit fees 100 100- Other matters 400 400- Out of pocket expenses 25 1,425 287 1,687Rent (Refer to note 2.31) 11,649 10,693Rates and taxes 4,644 4,533Insurance 3,357 2,914Repairs and maintenance:- on buildings 910 1,601- on plant and machinery 5,483 4,305- on others (including IT expesnes Rs. 2,0371,

Previous year Rs. 17,130) 26,705 33,098 20,692 26,598Vehicle running and maintenance 1,402 2,028Printing and stationery 1,195 1,113Communication 4,340 3,953Bank charges 949 767Bad debts 1,960 1,680Provision for doubful receivables - 5,058Provision for doubful advances - 1,507Advances written off 4,131 -Expenditure on corporate social responsibility (Refer to note 2.39) 608 203Loss of fixed assets written off 313 883Royalty 11,879 9,052Advertisement and sales promotion 20,788 22,354Warranty 35,398 3,681Miscellaneous 4,610 4,951

3,15,045 2,65,766


2.25 Commitments

a) Particulars As at As at31 March 2017 31 March 2016

Estimated amount of contracts remaining to be 12,635 17,259executed on capital account and not provided for(net of advances Rs. 8,140 (previous year Rs. 15,530)

b) The Company did not have any long term commitments/contracts including derivative contracts forwhich there will be any material foressable losses.

2.26 Contingent liabilities

a) Contingent liabilities with respect to disallowance of expenses under Income Tax considered tothe extent of adjustment of carry forward losses on which DTA has not been recognised.

b) During the year, Income Tax demand of Rs. 38,483 raised by Income Tax department on account ofproperty sold by the Company during the financial year 2010-2011. There was raid in the office ofrelated party of buyer and the Assessing officer found a back to back agreement of selling a part ofproperty to the third party. Assessing officer alleged that consideration received over and aboveregistered value is in cash and capital gain tax has not been paid properly.

The management is of the view that they are not aware of the back to back arrangement and has notreceived any consideration over and above the sales deed.

Based on the legal opinion obtained by the Company, the management is confident that it is morelikely to get relief at higher appellate authority. Further, an amount of Rs. 5772 paid under protest tothe CIT (Appeal).

2.27. Employee benefits

a) Defined Contribution Plans

The Company makes Provident Fund and Employee State Insurance Scheme contributions whichare defined contribution plans, for qualifying employees. Under the Schemes, the Company isrequired to contribute a specified percentage of the payroll costs to fund the benefits. The Companyrecognised Rs. 7,210 (previous year Rs. 6,258) for Provident Fund contributions in the Statementof Profit and Loss. The contributions payable to these plans by the Company are at rates specifiedin the rules of the schemes.

b) Gratuity Plan (defined benefit plan)

The following table sets forth the status of the Gratuity Plan of the Company, and the amountsrecognised in the Balance Sheet and Statement of Profit and Loss.



Particulars As at As at31 March 2017 31 March 2016

Changes in the present value of defined benefit obligationPresent value of obligation at the beginning of the year 10,519 8,915Interest cost 789 713Current service cost 2,094 1,649Benefits paid (1,081) (1,052)Actuarial loss 1,256 293Present value of defined benefit obligation at the end of the year 13,577 10,519Changes in the fair value of the Plan assets(The Company does not have any Plan assets)

Net liablity recognised in the Balance SheetPresent value of defined benefit obligation 13,577 10,519Fair value of the plan assets - -Funded status (Deficit) (13,577) (10,519)Unrecognised past service cost - -Net liablity recognised in the Balance Sheet (13,577) (10,519)

Components of employer's expensesCurrent service cost 2,094 1,649Interest cost 789 713Expected return on plan assets - -Net actuarial loss recognised in the year 1,256 293Actuarial assumptionsDiscount rate 7.50% 8.00%Salary escalation 6.50% 6.50%Retirement age 58 years 58 yearsMortality table IALM (2006-08) IALM (2006-08)

mortality tables mortality tablesAttrition

Upto 30 years 3% 3%Upto 44 years 2% 2%Above 44 years 1% 1%

�Experience Adjustmen

As at As at As at As at As at31-Mar-17 31-Mar-16 31-Mar-15 31-Mar-14 31-Mar-13

Present value of DBO at the 13,577 10,519 8,915 7,322 5,754end of the yearExperience adjustments on Plan 581 296 (565) 854 (731)assets/liabilities (gain) /lossActuarial assumptions for long terms compensated absensesParticulars As at 31 March 2017 As at 31 March 2016Discount rate 7.50% 8.00%Salary escalation 6.50% 6.50%Retirement age 58 years 58 yearsMortality table IALM (2006-08) mortality tables IALM (2006-08) mortality tablesAttrition

Upto 30 years 3% 3%Upto 44 years 2% 2%Above 44 years 1% 1%

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,promotions and other relevant factors. Discount rate is based on market yields prevailing on government securitiesas at 31 March 2017 for the estimated term of the obligations.



2.28 The Company has obtained relevant information from its suppliers about their coverage under the Micro,Small and Medium Enterprises Development Act, 2006 (‘the Act’) which came into force from 2 October2006. Based on the information presently available with the management, following are the disclosuresunder the Micro, Small and Medium Enterprises Development Act, 2006 in respect of micro, small andmedium suppliers as defined in the Act:

S. Particulars As at As atNo. 31 March 2017 31 March 2016

i) the principal amount remaining unpaid to supplier asat the end of the year 16,154 16,730

ii) the interest due on the principal remaining outstanding 320 166as at the end of the year

iii) the amount of interest paid under the Act beyond the - -appointed day during the year

iv) the amount of interest due and payable for the period 1,137 1,598of delay in making payment (which have been paid butbeyond the appointed day during the year) but withoutadding the interest specified under the Act

v) the amount of interest accrued and remaining unpaid 7,437 5,980at the end of the year

vi) the amount of further interest remaining due and payable - -even in the succeeding years, until such date when theinterest dues as above are actually paid to the smallenterprise, for the purpose of disallowance as a deductibleexpenditure under the Act

2.29 Segment reporting:(i) Basis of preparation

Primary segment:The primary segments have been identified in line with the Accounting Standard - 17 on 'SegmentReporting' as notified under Section 133 of the Companies Act 2013, taking into account the risksand return, organisation structure and internal reporting system.The Company has identified the following business segments as reportable primary segment:1) Manufacturing and sale of goods manufactured2) Sales of aftermarket division

(ii) Segment accounting policiesThe accounting principles consistently used in the preparation of the financial statements andconsistently applied to record revenue and expenditure in individual segments are as set out in Note1 to this schedule on significant accounting policies. The description of segment assets and liabilitiesand the accounting policies in relation to segment accounting are as under:(a) Segment assets and liabilities

Segment assets include all operating assets used by a segment and consist principally offixed assets, capital work in progress, current assets and loans and advances. Segmentliabilities include all operating liabilities in respect of a segment and consist principally ofcreditors and accrued liabilities. Segment liabilities do not include share capital, reserves,provision for tax, deferred tax liability and other liabilities that cannot be reasonably allocatedto segments. Segment assets do not include advance taxes, deferred tax, cash and bankbalances and other assets that cannot be reasonably allocated to segments.




(b) Segment revenue and expensesSegment revenue and expenses that are directly attributable to the segment have beenallocated to various segments on the basis of specific identification. The remainder of thecosts are categorised to the segment on a reasonable basis. Indirect expenses such asadministrative expenses which form a significant component of total expenses are notspecifically allocable to specific segments. Accordingly, these expenses are separatelydisclosed as “unallocated” and directly charged against total income.As the Company exports its products, the secondary segment for the Company is based onthe location of its customers. Information on the geographic segment is as follows:

(i) Primary segment reporting by business segments

Particulars Manufacturing and sales of goods manufactured

Sales of Aftermarket Total

For the year ended 31

March 2017


March 2016


March 2017


March 2016


March 2017


March 2016 Revenue (including duty drawback and other export incentives)

906,565 736,255 611,080 530,594 1,517,645 1,266,849

Segment results 67,531 39,029 17,680 -590 85,211 38,439 Add: Interest Income 795 712 Less: Interest Expenses 12,544 13,854 Net interest income/ (expense) 11,749 13,142 73,462 25,297 Net Profit before tax 73,462 25,297 Less: Tax (Current and deferred)

-6,075 0

Net Profit after tax 79,537 25,297 Other information Segment Assets 654,619 582,105 339,439 290,958 994,058 873,063 Add: Unallocable assets 154,142 206,034 Total Assets 1,148,200 1,079,097 Capital expenditure 348,182 299,100 3,061 13,418 351,243 312,518 Add: Unallocable Capital expenditure

189 296

Total Capital expenditure 351,432 312,814

Segment Liabilities 498,947 490,323 89,802 86,905 588,749 577,228 Add: Unallocable liabilities 154,142 206,034 Add: Capital employed 155,673 91,782 249,637 204,053 405,310 295,835 Total Liabilities 1,148,201 1,079,097 Depreciation and amortisation 54,527 44,381 4,081 7,075 58,608 51,456 Other non cash adjustments Bad debts written off 1,960 1,680 Provision for doubtful trade receivable/advances

0 6,565

Provision for Warranty 29,489 1,800

Provision for slow moving stock 8,853 2,704 Advance written off 4,131 0 Assets written off 313 0 Provisions no longer required written back

11,101 4,461

Unrealised foreign exchange (loss)/ gain

-451 -2,765

(ii) Secondary segment reporting by geographical segments.Particulars Domestic Overseas Total

For the year For the year For the year For the year For the year For the yearended 31 ended 31 ended 31 ended 31 ended 31 ended 31

March 2017 March 2016 March 2017 March 2016 March 2017 March 2016

Segment revenue 1,280,783 1,099,078 236,862 167,771 1,517,645 1,266,849Segment assets 819,794 709,764 49,915 59,080 869,709 768,844Capital expenditure 75,707 46,408 35,713 0 111,420 46,408


2.30. Related party disclosures pursant to Accounting Standard 18 " Related Party Disclosures"

The Company has entered into transactions with affiliated companies and its parent and key managementpersonnel during the normal course of its business. The names of related parties of the Company andtheir relationship, are as follows:

a) Related parties where control exists but with which no transactions have taken place duringthe year:-

Nature of the relationship Name of the Company/ Body corporate

1 Holding company Hella Holding International GMBH, Germany

b) Related parties with whom transactions have taken place during the year:

Nature of the relationship Name of the Company/ Party

1 Ultimate Holding Company Hella KGaA Hueck & Co., Germany

2 i) Fellow subsidiaries (in India) Hella India Automotive Private Limited

ii) Fellow subsidiaries (outside India) Hella Fahrzeugteile Austria, AustriaHella Phil Inc., PhilippinesHella Australia Pty. Limited, AustraliaHella Asia Singapore Pte. Limited, SingaporeBeifang Hella Automotive Lighting Ltd, ChinaHella Innenleuchten-Systeme Bratislava, SolakiaHella Japan Inc. , JapanHella Inc., United States of AmericaChangchun Hella Automotive Lighting Ltd., ChinaBehr Hella Service GmbH, GermanyHella Fahrzeugkomponenten GmbH, GermanyHella Romania S.R.L., RomaniaHella Trailer Systems GmbH, GermanyHella Saturnus Slovenija D.O.O., SloveniaHella Leuchten-Systeme GmbH, GermanyHella Lighting Finland Oy, FinalandHella-New Zealand Ltd, New ZealandDocter Optics GmbH, GermanyHella (Xiamen) Automotive Electronics Co. Ltd., ChinaHella Automotive South Africa Pty. Ltd., South AfricaHella Middle East FZE, DubaiHella Slovakia Signal-Lighting s.r.oHella Do Brasil Automotive LtdHella trading (Shanghai) co. ltd.

3 Key Management Personnel Mr. Rama Shankar Pandey (Managing Director)



c) Related party transactions:

Nature of transaction Year Ended Year Ended 31-Mar-2017 31-Mar-2016

Sale of productsUltimate holding Company- Hella KGaA Hueck & Co. 84,487 56,935Fellow subsidiaries- Hella India Automotive Private Limited 95 44- Hella Fahrzeugteile Austria GmbH 4,149 3,475- Hella Australia Pty. Limited 166 576- Hella Asia Singapore Pte. Limited 28,272 22,416- Hella Inc. 46,797 26,521- Hella Automotive South Africa Pty. Ltd. 13,993 16,665- Hella Middle East FZE 27,025 23,608- Hella PHIL.INC 353 40- Hella trading (Shanghai) co. ltd. 185 176- Hella Romania SRL 219 -- Hella Do Brasil Automotive Ltd 1,554 -Purchase of raw materialsUltimate holding Company- Hella KGaA Hueck & Co. 42,530 45,271Fellow subsidiaries- Hella India Automotive Private Limited 132,150 109,128- Hella Fahrzeugteile Austria 5,598 2,142- Hella Asia Singapore Pte. Limited 49,053 84,672- Hella Inc. 13 -- Hella New Zealand Ltd 1,672 1,646- Hella Pagid GmbH 3,985 3,022- Hella Saturnus Slovenija D.O.O 33,606 38,378- Behr Hella Services GmbH 1,534 320- Docter Optics GmbH 2,743 2,811- Hella Australia Pty. Limited 162 229- Hella Gutmann Solutions GmbH - 41- Hella Slovakia Signal-Lighting s.r.o 47 -- Hella Innenleuchten Systeme Gmbh 2,988 -- Hella Lighting Finland Oy 53 -- HELLA BHAP(Sanhe)Automotive Lighting Co.,Ltd 218 1,296- Hella Slovakia Front Light S.R.O. - 57- Hella Romania SRL 7,016 51- Hella Innenleuchten System Brastisallva S.R.O 691 -Other incomeUltimate holding company- Hella KGaA Hueck & Co. 1,740 7,209Fellow subsidiaries- Hella Fahrzeugteile Austria - 881- Hella Slovakia Signal-Lighting s.r.o - 506- Hella Saturnus Slovenija - 423- HELLA Innenleuchten-Systeme GmbH - 55- HELLA BHAP(Sanhe)Automotive Lighting Co.,Ltd 1,261 482- Hella Romania SRL - 507



Nature of transaction Year Ended Year Ended 31-Mar-2017 31-Mar-2016

Legal and professionalUltimate holding company- Hella KGaA Hueck & Co. 507 511# Guarantee given against the cash credit facility availed by the Company.Fellow subsidiaries- Hella India Automotive Private Limited 4,970 4,870Interest Paid- Hella KGaA Hueck & Co. (ECB) 11,458 12,556Insurance expensesUltimate holding company- Hella KGaA Hueck & Co. 323 415Repair and maintenance – others (IT expenses)Ultimate holding company- Hella KGaA Hueck & Co. 20,371 17,130Royalty expensesUltimate holding company- Hella KGaA Hueck & Co. 11,879 9,052Purchase of fixed assetsUltimate holding company- Hella KGaA Hueck & Co. 384 1,248Fellow subsidiaries- Hella Saturnus Slovenija D.O.O - 378- Hella Lighting Finland Oy 387 613- Hella Japan Inc. - 125- Hella New Zealand Limited - 28- Hella Fahrzeugteile Austria - 968- Hella Romania SRL 1 113- HELLA BHAP(Sanhe)Automotive Lighting Co.,Ltd 2,570 2,722- Hella India Automotive Private Limited 961 1,863- HELLA Innenleuchten-Systeme GmbH 726 -- Hella Innenleuchten System Brastisallva S.R.O 748 -Reimbursement of expensesTo ultimate holding company- Hella KGaA Hueck & Co. 319 92To fellow subsidiaries- Hella India Automotive Private Limited 557 426- Hella Corporate Center China 1,553 485Reimbursement of expensesFrom ultimate holding company- Hella KGaA Hueck & Co. 229 -From fellow subsidiaries- Hella India Automotive Private Limited 1,141 -- Hella Fahrzeugteile Austria GmbH 261 -- Hella Automotive South Africa Pty Ltd. 365 -- Hella Saturnus Slovenija D.O.O 287 -- Hella Slovakia Signal-Lighting s.r.o 207 -Managerial remunerationKey management personnel- Rama Shankar Pandey 9,370 8,143



d) Particulars of balances in respect of related party transactions:Particulars Year Ended Year Ended

31-Mar-2017 31-Mar-2016

Trade receivablesUltimate holding company- Hella KGaA Hueck & Co. 20,500 25,126Fellow subsidiaries- Hella India Automotive Private Limited 21 13- Hella Fahrzeugteile Austria GmbH 270 2,679- Hella Australia Pty. Limited 68 -- Hella Inc. 16,484 5,964- Hella Automotive South Africa Pty. Ltd. 6,821 6,505- Hella Middle East FZE 3,643 6,499- Hella Saturnus Slovenija D.O.O - 430- Hella Asia Singapore Pte. Limited - 9,598- Hella PHIL.INC(Dr) 30 -- Hella Gutmann Solutions GmbH - 23- Hella trading (Shanghai) co. ltd. 24 -- Hella Slovakia Signal Lighting S.R.O. - 100- HELLA BHAP(Sanhe)Automotive Lighting Co.,Ltd - 543Long term borrowingsUltimate holding company- Hella KGaA Hueck & Co. 86,667 130,000Trade payablesUltimate holding company- Hella KGaA Hueck & Co. 18,859 27,951Fellow subsidiaries- Hella India Automotive Private Limited 41,706 32,245- Hella Fahrzeugteile Austria GmbH 1,636 482- Hella Asia Singapore Pte. Limited 2,522 13,760- Hella Inc. 12 -- Hella Saturnus Slovenija D.O.O 7,415 12,841- Hella Innenleuchten-Systeme GmbH 929 -- Hella New Zealand Limited 611 748- Hella Australia Pty. Limited 8 87- HELLA BHAP(Sanhe)Automotive Lighting Co.,Ltd - 1,921- Behr Hella Service-GmbH 193 142- Hella Corporate Center China 1,211 -- Hella Romania SRL 2,522 50- Hella Pagid GmbH 775 548- Docter Optics GmbH 228 830- Hella Innenleuchten-Systeme Bratislava 1,034 -Capital CreditorsUltimate holding company- Hella KGaA Hueck & Co. 343 -Fellow subsidiaries- Hella Innenleuchten-Systeme GmbH 454 -- Hella Innenleuchten-Systeme Bratislava 690 -- Hella Australia Pty. Limited 1,118 -- HELLA BHAP(Sanhe)Automotive Lighting Co.,Ltd - 1,874Other Current LiabilitiesUltimate holding company- Hella KGaA Hueck & Co. 4,662 5,995



2.31. Operating leasesThe Company has office and residential premises for its personnel under cancellable and non-cancellableoperating leases. Operating lease rentals charged to the Statement of Profit and Loss during the yearended 31 March 2017 is Rs. 11,649 (previous year Rs. 10,693). The future minimum lease expense inrespect of non cancellable lease is as follows:


Not later than 1 year 7,080 6,966Later than 1 year but not later than 5 years 2,425 8,260Later than 5 years - -

2.32. Earnings/(loss) per share


Profit/ (Loss) after tax 79,537 25,297Weighted average number of equity shares 3,171,400 3,171,400outstanding during the yearBasic and diluted earnings/ (loss) per share in 25.08 7.98rupees (face value – Rs. 10 per share )The Company has not issued any potential equity shares and accordingly the basic earnings/(loss)per share and diluted earnings/ (loss) per share is the same.

2.33. Deferred taxesComponents of deferred tax asset / (liability) are as under:


Timing differences between accounting and tax bookson account of:Deferred tax liabilityDifference between written down value of fixed assets asper Income tax Act, 1961 and as per the Companies Act, 2013 13,071 10,388Total (A) 13,071 10,388Deferred tax assetsProvision for gratuity 4,489 3,413Provision for leave encashment 2,024 1,664Provision for sick leave 1,201 -Provision for doubtful receivables 2,572 2,780Provision for doubtful advances - 2,147Provision for bonus 3,377 2,905Provision for slow moving inventory 6,195 3,207Provision for price reduction 946 -Provision for warranty 9,750 -Provision for export obligation – EPCG License 362 355Disallowance U/s 40 a(i) 99 -Unabsorbed depreciation and carry forward of lossesunder the Income-tax Act, 1961 - 32,809Total (B) 31,015 49,280Net deferred tax asset(B-A) 17,944 38,892Net amount recognised in the financial statements 17,944 -Deferred tax assets have been recognised and carried forward only to the extent that there is areasonable certainty that sufficient future taxable income will be available against which such deferredtax assets can be realised



2.34 The Company’s foreign currency exposure not hedged is as follows:

Particulars As at 31 March 2017 As at 31 March 2016(in original (in Rupees) (in original (in Rupees)currency) currency)

Trade receivable- EURO 362 24,438 493 35,982- USD 369 23,403 357 23,073Trade payables- EURO 604 42,752 694 53,302- USD 142 9,437 300 20,361- AUD 0 8 2 87Capital Creditors- EURO 78 5,512 24.38 1873.603- USD 6 365 0 0- AUD 22 1,118 - -Cash in hand and at bank- EURO 13 849 58 4,228- USD 255 16,109 17 1,079

2.35 The Company has established a comprehensive system of maintenance of information and documentsas required by the transfer pricing regulation under sections 92-92F of the Income-Tax Act, 1961.Since the law requires existence of such information and documentation to be contemporaneous innature, the Company continuously updates its documentation for the international transactions enteredinto with the associated enterprises during the financial year and expects such records to be in existencelatest by the due date as required under law. The management is of the opinion that its internationaltransactions are at arms length so that the aforesaid legislation will not have any impact on the financialstatements, particularly on the amount of income tax expense and that of provision for taxation.

2.36. Additional information pursuant to the provisions of the Companies Act, 2013

a) Details of inventories of finished goods (in Indian Rupees)


Horns 3,113 5,414Lamps 24,577 25,894Others # 11,006 13,359

Total 38,696 44,667

# There are no items that individually accounts for more than 10% of the total value of finished goods inventory.

b) Details of inventories of traded goods (in Indian Rupees)


Lamps 4,118 2,000Others # 11,542 7,452

Total 15,660 9,452 There are no items that individually accounts for more than 10% of the total value of traded goods inventory.



c) Details of turnover of finished goods (in Rupees)


Horns 229,489 232,121Lamps 965,059 822,363Others # 423,550 342,167

Total 1,618,098 1,396,651

# There are no items that individually accounts for more than 10% of the total value of finished goodsturnover.

d) Details of turnover of traded goods (in Rupees)


Lamps 11,164 5,670Others # 38,674 15,529

Total 49,838 21,199

# There are no items that individually accounts for more than 10% of the total value of traded goodsturnover.

e) Raw materials and components consumed


CRC sheet/ CRC coil 526 817Diffusing lenses 41,905 32,815Motor 28,451 21,407Horn (unfinished) 115,268 108,854Others 675,988 607,356

Total 862,139 771,250

# There are no items that individually accounts for more than 10% of the total value of material consumed.

f) Purchase of traded goods


Lamps 10,787 2,675Others # 35,832 17,343

Total 46,619 20,018

# There are no items that individually accounts for more than 10% of the total value of traded goods purchased.



g) Value of imported and indigenous raw materials consumed and Stores and sparesconsumed and the percentage of each to the total consumption.

Item Year Ended 31 March 2017 Year Ended 31 March 2016Value (in Rupees) % Value (in Rupees) %

Raw materials- Imported 309,686 35.92% 278,145 36.06%- Indigenous 552,453 64.08% 493,105 63.94%

Total 862,139 771,250Stores, spares and consumables- Imported - - - -- Indigenous 33,045 100.00% 33,459 100.00%

Total 33,045 33,459

h) Value of imports on CIF BasisParticulars Year Ended Year Ended

31 March 2017 31 March 2016Raw materials 312,644 269,822Capital goods 30,434 9,851

i) Expenditure in foreign currencyParticulars Year Ended Year Ended

31 March 2017 31 March 2016Employee benefit expenses 323 1,763Travelling 4,004 2,253Repairs and maintenance- others (IT expenses) 20,371 17,130Legal and professional 767 511Royalty 11,879 9,052

j) Earnings in foreign currencyParticulars Year Ended Year Ended

31 March 2017 31 March 2016F.O.B. value of exports 233,862 157,707Other income (Development of tools) 3,001 10,063

2.37. As stated in Part II Section A above, the promoters of the Company hold 81.85% of the total issued andsubscribed equity capital of the Company and balance 18.15% stake is held by public shareholders. In2005-06, the Company had applied for delisting from Delhi Stock Exchange (‘DSE’) and Bombay StockExchange (‘BSE’). While DSE allowed the Company to delist, BSE rejected the application vide letterdated 15 February 2006. On appeal, the Securities Appellant Tribunal (‘SAT’) passed a favorable orderdated 27 May 2008 for delisting of the Company. However, the said order of SAT was challengedbefore the Honourable Supreme Court of India by certain individual shareholders. The Supreme Courtvide order dated 24 October 2008 stayed the delisting of the Company and the matter was sub-judice.

On 10 December 2014, the Hon’ble Supreme Court dismissed the appeal and granted its permissionfor delisting of the Company and further added that, the order passed by Securities Appellant Tribunal(SAT) on 27 May 2008 should be treated as valid from the date of passing such order. Subsequent tothe order, the Company requested Bombay Stock Exchange (BSE) vide letter dated 19 December2014 to grant the delisting permission. Further to the request, an aggrieved shareholder had filed a



complaint with Securities Exchange Board of India vide email dated 26 December 2014 on the exitprice for the shareholders. The Company has responded to the grievance vide letter dated 2 February2015.

Subsequent to the previous year end, on 17 April 2015, the Bombay Stock Exchange delisted the sharesof the Company w.e.f. 30 April 2015 and stated that the exit option will be kept open by the Acquirer – HellaIndia Automotive Private Limited (HIAPL) initially for six months at a rate of Rs. 52.39 per equity share.Further, during the current year, HIAPL has extended suo moto the exit offer atleast three months from thedate of Board resolution dated 3 March 2017.

2.38. Disclosure in respect of Accounting Standard 29 ‘Provisions, Contingent Liabilities & ContingentAssets’ as notified by the Companies (Accounting Standards) Rules, 2006 are as below:The Company has made provision for various contractual obligation based on its assessment of theamount it estimates to incur such obligations, details of which are given below:

Particulars As at Additions Utilisations As at1 April 31 March2016 2017

Provision for export obligationsunder EPCG license * 1,094 - - 1,094Provision for warranty** (inlcudingadditional warranty on interior lamp) 1,800 29,489 1,800 29,489

* The Company had taken 2 EPCG licenses amounting to Rs. 2,120 in the year 2005 against which theCompany has not fulfilled the export obligation. During the previous year, Company has surrenderedthe licnces and paid the duty saved and interest thereon of Rs. 4,281 with the department and waitingfor no dues from the department.

** The sales of Independent Aftermarket is covered by a warranty period of 6 months except two itemsi.e. DRL structured lens and LED tail lamp for which the warranty period is for 5 years.

2.39. Under Section 135 of the Companies Act, 2013, the Company is required to spend, in every financialyear, atleast 2% of the average net profits of the Company made during the three immediately precedingfinancial years on Corporate Social Responsibility (CSR), pursuant to its policy in this regard. The Actrequires such companies to constitute a Corporate Social Responsibility Committee which shall formulateand recommend to the Board a Corporate Social Responsibility Policy which shall indicate the CSRactivities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013.

a) Gross amount required to be spent by the company during the year : 608

b) Amount spent and paid during the year : 608

Particulars of amount paid during the year For the For theyear ended year ended

31 March 2017 31 March 2016

For road safety activities 608 203

Total 608 203



2.40 Specified Bank Note DisclosurePersuant to the notification issued by The Ministry of Corporate Affairs (MCA) dated March 30, 2017,Schedule III to the Companies Act, SBN* held and trasacted during the period from November 8, 2016to December 30, 2016

Particulars SBNs Other Totaldenominations

notesClosing cash in hand as on 08.11.2016 19 38 57(+) Permitted receipts (withdrawal from bank) - 616 616(-) Permitted payments - 623 623(-) Amount deposited in Banks 19 - 19Closing cash in hand as on 30.12.2016 - 31 31

*SBN mean the bank notes of denominations of the existing series of the value of five hundred rupeesand one thousand rupees as defined under the notification of the Government of India in the Ministry ofFinance, Department of Economic Affairs no. S.O.3407(E), dated November 8, 2016

2.41 There were no amounts which were to be transferred to Investor and Protection Fund by the Company.

2.42 Previous year's figures have been regrouped / reclassified wherever necessary to correspond with thecurrent year's classification / disclosure.

For and on behalf of the Board of DirectorsHella India Lighting Limited

Sd/- Sd/- Sd/- Sd/-Rama Shankar Pandey Anil Sultan Shikhar Goel Narender JainManaging Director Director Company Secretary Chief Financial OfficerDIN : 02848326 DIN : 00467681 ACS - 35031 PAN: AFDPJ6615E

Place: Gurgaon Place: GurgaonDate: 13 June 2017 Date: 13 June 2017



Form No. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rules, 2014]

CIN : U74899DL1959PLC003126Name of the company : Hella India Lighting LimitedRegistered Office : K61-B, LGF, Kalkaji, New Delhi-110019

Name of the member (s) :

Registered address :

E-mail Id :

Folio No/ Client Id :

DP ID :

I/We, being the member (s) of ...................……… equity shares of the above named Company, herebyappoint

1. Name : .....………………...............................................................................................................................…Address : …………………...............................................................................................................................…

.……………...............................................................................................................................…E-mail Id : ........................................................................……………...........................................................Signature:.....……………….....................................................................................................,or failing him

2. Name : .....………………...............................................................................................................................…Address : …………………...............................................................................................................................…

.……………...............................................................................................................................…E-mail Id : ........................................................................……………...........................................................Signature:.....……………….....................................................................................................,or failing him

3. Name : .....………………...............................................................................................................................…Address : …………………...............................................................................................................................…

.……………...............................................................................................................................…E-mail Id : ........................................................................……………...........................................................Signature:.....……………….........................................................................................................................


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 57th Annual GeneralMeeting of the Company for the Calendar Year 2017, to be held on 21st day of September 2017 At 9:00 a.m.at Resort Green Villa, The Nikunj (Nitesh Kunj) Hotel Complex, Gate No. 2, N.H.-8, Samalka, 1 KM aheadfrom Shiv Murti, New Delhi - 110037 and at any adjournment thereof in respect of such resolutions as areindicated belowSI Resolution *OptionalNo. Assent Dissent

Ordinary Business1 To consider and adopt the Audited Balance Sheet as at 31st March 2017,

Profit & Loss Account for the period ended on that date and the reportsof the Board of Directors' and Auditor's thereon.

2 To appoint a Director in place of Dr. Nicolas Wiedmann who retires byrotation and is eligible & offers himself for reappointment.

3 To ratify the appointment of Statutory Auditors of the company and to fixtheir remuneration.Special Business:

4 To ratify the remuneration of cost auditor of the company for the Financialyear 2016-17

5 To ratify the remuneration of cost auditor of the company for the Financialyear 2017-18

6 To approve the re-appointment and remuneration of Mr. Rama ShankarPandey as Managing Director.

Signed this on …. day of September, 2017

Signature of shareholder Signature of Proxy holder(s)

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the RegisteredOffice of the Company, not less than 48 hours before the commencement of the Meeting.

2. A Proxy need not be a member of the Company.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate notmore than 10% of the total share capital of the Company carrying voting rights. A member holding morethan 10% of the total share capital of the Company carrying voting rights may appoint a single personas proxy and such person shall not act as a proxy for any other person or shareholder.

4. *This is only optional. Please put a 'X' in the appropriate column against the resolutions indicated in theBox. If you leave the 'Assent' or 'Dissent' column blank against any or all the resolutions, your Proxy willbe entitled to vote in the manner as he/she thinks appropriate.

AffixRevenue

Stamp


HELLA INDIA LIGHTING LIMITED(CIN: U74899DL1959PLC003126)

Regd. Office: K - 61B, LGF, Kalkaji, New Delhi - 110019Phone: 0124 - 4658600, E-mail Id: [email protected], Website: www.hella.co.in

57th ANNUAL GENERAL MEETINGATTENDANCE SLIP

PLEASE FILL IN ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.Joint Shareholders may obtain additional attendance slip on request.

*DP ID No. Regd. Folio No.

Client ID No. No. of shares held

Name of Member/Members ………………………………………………………………………...............................

Name of Proxy .............................……………………………………………………………………………………….(To be filled when proxy attends the meeting)

I hereby record my presence at the Annual General Meeting of the Company held on Resort Green Villa, TheNikunj (Nitesh Kunj) Hotel Complex, Gate No. 2, N.H.-8, Samalka, 1 KM ahead from Shiv Murti,New Delhi - 110037.

_______________________________Signature of the Member(s) / Proxy

Strike out whichever is not applicable

*Applicable for the investors holding shares in electronic mode.

Documents

HELLA INDIA LIGHTING LTD Report 2016-17.pdfif any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time (including any statutory modification(s)