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Directors Report of Bharat Seats Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Accounts for the year ended 31st March, 2015

FINANCIAL RESULTS Rupees in lakhs

PARTICULARS 2014-2015 2013-2014

NET REVENUE FROM OPERATIONS 69394.36 56003.83

OTHER INCOME 114.19 24.05

PROFIT BEFORE FINANCIAL 3401.21 2878.36 CHARGES & DEPRECIATION

LESS: FINANCE COSTS 620.92 625.84

PROFIT BEFORE DEPRECIATION 2780.29 2252.52 & TAXATION

LESS:

A) DEPRECIATION 1642.25 1352.14

B) PROVISION FOR TAXATION

CURRENT TAX(NET OF MAT 234.95 37.05 CREDIT ENTITLEMENT)

TAXES PAID FOR EARLIER YEARS - 1.85

DEFERRED TAX 91.10 190.72

NET PROFIT AFTER TAX 811.99 670.76

ADD: BROUGHT FORWARD FROM PREVIOUS 50.00 50.00 YEAR

PROFIT AVAILABLE FOR APPROPRIATION 861.99 720.76

APPROPRIATIONS:

PROPOSED DIVIDEND 282.60 251.20

CORPORATE DIVIDEND TAX 57.53 42.69

TRANSFER TO GENERAL RESERVE 471.86 376.87

BALANCE CARRIED FORWARD TO BALANCE 50.00 50.00 SHEET

PERFORMANCE REVIEW

The gross revenue from operations and other income for the financial year under review was Rs. 78371.57 lacs as against Rs. 63,199.95 lacs for the previous financial year. The profit before finance costs, depreciation and taxation is Rs. 3401.21 lacs for the financial year under review as against Rs. 2878.36 lacs for the previous financial year, i.e. an increase by 18%. The profit after tax increased to Rs. 811.99 lacs, as compared to Rs. 670.76 lacs for the previous financial year, i.e. an increase by 21%. This is mainly due to increase in volumes and other cost saving measures by the Company.

OPERATIONS

Your Company is well on the way to further growth. Your Company has already been awarded business of seat sets for the next models of Maruti Suzuki India Limited (MSIL), the production of which starts in April, 2015 and January, 2016.

During the year under review, your Company has manufactured and supplied extruded components for the prestigious top selling models of MSIL. Your Company has localized the raw materials used in the manufacture of extruded components. This has resulted in lower inventories, reduced dependence on imports and control on foreign currency fluctuations.

As regards the two wheeler business, your Company supplied Two wheeler seats and Sheet Metal fabricated parts for new models of Scooters and motorcycles to Suzuki Motorcycle India Private Limited.

Your Company also received further orders for their forthcoming models.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 45% (Re 0.90/- per share) for the financial year ended 31.03.2015.

AWARDS AND RECOGNITION

Your company has received Recognition Award for Superior Performance in the field of Design and Development for the year 2014-15 at Annual Vendor Conference of MSIL.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

All the related party transactions are repetitive in nature and are entered on arm''s length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement.

All Related party transactions are presented to the Audit Committee and the Board, on a quarterly basis. Omnibus approval is obtained for all the related party transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at the web link:

http://www.bharatseats.com/investors / Policy on Related Party Transactions

The information relating to particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure I, forming part of this Report.

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed hereto as Annexure II, forming part of this Report.

STATEMENT OF FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year, the Nomination and Remuneration Committee laid down the evaluation criteria for performance evaluation of all the directors.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and non- independent Directors, by the independent Directors. This exercise was carried out through structured evaluation process covering various aspects of the Board such as composition of the Board/ Committees, experience, competencies, performance of specific duties etc. Separate exercise was carried out to evaluate the performance of individual directors, including Board Chairman who were evaluated on the parameters such as attendance, contribution at the meeting, independent judgment etc. and was found to be satisfactory.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

I. RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr. Yoichi Kojima (DIN: 02973263) and Mr. I.V Rao (DIN:00329370) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment.

II. APPOINTMENT

The following Directors were appointed during the year:

* Mrs. Shyamla Khera (DIN: 06929439), was appointed as an Independent Director w.e.f. 21.07.2014, for a period of five years.

* Mr. Arvind Varma (DIN: 02225281) was appointed as an Independent Director w.e.f. 21.10.2014 for a period of five years.

* Mr. T. J. Chacko (DIN: 07005026) was appointed as Director (Operations) w.e.f. 01.12.2014 for a period of three years.

III. CESSATION

During the year, Mr. Gautam Khaitan, Director resigned w.e.f. 20.05.2014. The Board placed on record its appreciation for the valuable services rendered by Mr. Gautam Khaitan.

IV. KEY MANAGERIAL PERSONNEL (KMP)

During the year, Mr. Rohit Relan, Managing Director, and Mr. T. J. Chacko, appointed as Director (Operations) were designated as KMP

In addition to above, Mr. Sanjeev Kumar, CFO and Ms. Ritu Bakshi, Company Secretary were designated as KMP

COMPANIES WHICH BECAME OR CEASED TO TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Toyo Sharda India Pvt. Ltd. is a newly incorporated Associate Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the report on Corporate Governance and Management Discussion and Analysis Report have been included in this Annual Report as separate section, along with the Auditors'' Certificate.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

(a) Accepted during the year

Your Company has not accepted any deposits within the meaning of Section 2(31), read with section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

(b) Remaining unpaid or unclaimed as at the end of the year : None

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year : None

(d) Details of deposit which are not in compliance with the requirement of Chapter V of the Act : None

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGISTRARS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

None

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

A strong internal control culture is prevalent in the Company. A formalised system of internal controls facilitates effective compliance with Clause 49 of the Listing Agreement. The Internal Auditor monitors the compliance with the objective of providing to the Audit Committee and the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organisation''s governance processes.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year: 2014-2015.

CSR REPORT

The Corporate Social Responsibility Report as provided in Companies (Corporate Social Responsibility Policy) Rules, 2014 is as per Annexure III attached.

EXTRACT OF ANNUAL RETURN

Extract of Annual return as provided under sub section (3) of Section 92 of the Companies Act, 2013 is as per Annexure IV attached.

NUMBER OF MEETINGS OF THE BOARD

Forms part of Corporate Governance Report

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that :

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2015 and of the Profit or Loss of the Company for the year ending 31st March, 2015;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 , for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

(e) Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively.

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE AS REQUIRED UNDER SUB RULE 2 OF RULE 5 OF COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

As per Annexure V

DISCLOSURE IN BOARD''S REPORT

Having regard to the provisions of the first proviso to section 136(1) of the Act, the annual report, excluding the information as required under section 197(12) of the Act read with Rule 5(1) of the Company (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being to the sent to the members of the Company. The said information is available at the website of the Company and is available for inspection at the registered office of the company during working hours and any member interested in obtaining such information may write to be Company Secretary and the same will be furnished on request.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB SECTION 6 OF SECTION 149

Received from all Independent Directors.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS PROVIDED UNDER SUB SECTION(3) OF SECTION 178 OF THE COMPANIES ACT, 2013

The Company has formulated a Nomination And Remuneration Policy as per Annexure VI. Details are provided in Corporate governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

None

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

1. In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas and monitor the same.

The Board periodically reviews the risks and suggests steps to be taken to control the risks.

2. WHISTLE BLOWER POLICY

A fair and Transparent work culture has been core to the Company. To meet this objective, the Company had laid down the Whistle Blower Policy. The Board Approved the Whistle Blower Policy on 21st July, 2014.

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

M/s S.S. Kothari Mehta & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board had appointed Ms. Nidhi Chawla, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure VII to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ENVIRONMENT

The Company is committed to the protection of environment and is not involved in any type of activity hazardous to environment. It strictly adheres to the provisions of environmental laws. There is no trade effluent generated by the Company, which may cause pollution. Our Company is an ISO14001 certified company.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of the complaints received and disposed off during the financial year: 2014-2015:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Suzuki Motorcycle India Private Limited, Toyo Seat Co. Ltd., Japan, Houwa Kogyo Co Ltd, Japan, Inoac Corporation, Japan, State Bank of Travancore, Bank of Tokyo-Mitsubishi UFJ Ltd., Yes Bank Ltd., IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and collective team work.

Your support as shareholders is greatly valued .

Your Directors thank you and look forward to the future with confidence.

For and on behalf of the Board BHARAT SEATS LIMITED

PLACE : New Delhi (N. D. RELAN) DATED : 15th April, 2015 CHAIRMAN


Mar 31, 2014

Dear Shareholders

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS Rupees in lakhs

PARTICULARS 2013-2014 2012-2013

NET REVENUE FROM OPERATIONS 56003.83 60216.44

OTHER INCOME 24.05 127.86

PROFIT BEFORE FINANCIAL CHARGES & DEPRECIATION 2878.36 2482.48

LESS: FINANCE COSTS 625.84 647.18

PROFIT BEFORE DEPRECIATION & TAXATION 2252.52 1835.30

LESS:

A) DEPRECIATION 1352.14 1133.39

B) PROVISION FOR TAXATION

- CURRENT TAX(NET OF MAT CREDIT ENTITLEMENT) 37.05 -

- TAXES PAID FOR EARLIER YEARS 1.85 -

- DEFERRED TAX 190.72 166.89

NET PROFIT AFTER TAX 670.76 535.02

ADD: BROUGHT FORWARD FROM PREVIOUS YEAR 50.00 50.00

PROFIT AVAILABLE FOR APPROPRIATION 720.76 585.02

APPROPRIATIONS:

PROPOSED DIVIDEND 251.20 251.20

CORPORATE DIVIDEND TAX 42.69 42.69

TRANSFER TO GENERAL RESERVE 376.87 241.13

BALANCE CARRIED FORWARD TO BALANCE SHEET 50.00 50.00

PERFORMANCE REVIEW

The gross revenue from operations and other income for the fnancial year under review was Rs. 63,199.95 lacs as against Rs 68,294.40 lacs for the previous fnancial year. The proft before fnance costs, depreciation and taxation is Rs. 2878.36 lacs for the fnancial year under review as against Rs 2482.48 lacs for the previous fnancial year, i.e. an increase by 16%. The proft after tax increased to Rs. 670.76 lacs, as compared to Rs.535.02 lacs for the previous fnancial year, i.e. an increase by 25%. This is mainly due to better utilization of capital expenditure and other cost saving measures taken by the Company.

OPERATIONS

Your Company is well on the way to growth. Your Company has already been awarded business of seat sets for the next domestic as well as export model of Maruti Suzuki India Limited (MSIL), the production of which will start in 2014 and 2015 at the Company''s new plant at Manesar and Gurgaon.

Your Company is presently manufacturing and supplying extruded components for the prestigious top selling models of MSIL. It has received further orders for extruded components of MSIL''s new models, the production of which shall start in 2015-2016 at the Borakalan Plant.

As regards the two wheeler business, your Company has been awarded the order from Suzuki Motorcycle India Ltd. for the Seats and frames of the new model of Motorcycle, the production of which will commence in 2014 at its Gurgaon and Bhorakalan plant respectively.

EXPANSION AND FUTURE PROSPECTS

You would be happy to know that your Company has been awarded the business for manufacture of Recliner for ''Ertiga'' model and ''Lifter'' for various models, from MSIL. For this purpose, your company is entering into a Joint venture with Toyo Seat Co. Ltd., Japan.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 40% (Re. 0.80/- per share) for the fnancial year ended 31.03.2014.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies(Disclosure of particulars in the report of Board of Directors)Rules, 1988 is annexed hereto as Annexure I, forming part of this Report.

DIRECTORS

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr. N. D. Relan and Mr. Ajay Relan are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Girish Narain Mehra, Mr. Prateep Kumar Lahiri, Mr. Ravindra Gupta and Mr. Kishan Nagin Parikh as Independent Directors for a term upto 31st March, 2019. Details of the proposal for appointment of abovesaid directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Twenty Seventh Annual General Meeting

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the report on Corporate Governance and Management Discussion and Analysis Report have been included in this Annual Report as separate section, alongwith the Auditors'' Certifcate.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, or Section 2(31), read with section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year: 2014-15.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confrm that :

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 and of the proft or loss of the Company for the year ending 31st March, 2014;

(c) Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 , for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the effcient and loyal services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)Rules, 1975, the particulars of employees are set out in Annexure II.

AUDITORS

M/s S.S.Kothari Mehta & Co., Chartered Accountants retire at the Annual General Meeting and being eligible offer themselves for reappointment, which if made, will be in conformity with the provisions of Section 139 of the Companies Act, 2013.

COST AUDITORS

As per Section 233B of the Companies Act, 1956 and the MCA General Circular dt. 11th April 2011, (as amended vide General Circular No.36/2012 dated 6th Nov., 2012), subject to the approval of Central Government, the Board approved the appointment of Mr. S.N. Balasubramanian, Cost Accountant, New Delhi (Regn. no.102023) being eligible and having sought re-appointment as Cost Auditor under Section 148 of the Companies Act 2013 , to carry out the Cost Audit of the products manufactured by the Company for the year ending 31st March, 2015.

ENVIRONMENT

The Company is committed to the protection of environment and is not involved in any type of activity hazardous to environment. The Company strictly adheres to the provisions of environmental laws. There is no trade effuent generated by the Company, which may cause pollution. Our Company is an ISO14001 certifed company.

The ISO14001 Certifcation was renewed during the year.

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Suzuki Motorcycle India Limited, Toyo Seat Co.Ltd., Japan, Houwa Kogyo Co Ltd , Japan, Inoac Corporation, Japan, State Bank of Travancore, Bank of Tokyo- Mitsubishi UFJ Ltd., Yes Bank Ltd., IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and collective team work.

Your support as shareholders is greatly valued .

Your Directors thank you and look forward to the future with confdence.

For and on behalf of the Board

BHARAT SEATS LIMITED

PLACE : New Delhi (N. D. RELAN)

DATED : 16th April, 2014 CHAIRMAN


Mar 31, 2013

Dear Shareholders

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts for the year ended 31st March, 2013

FINANCIAL RESULTS

Rupees in lakhs

PARTICULARS 2012-2013 2011-2012

NET REVENUE FROM OPERATIONS 60216.44 43205.01

OTHER INCOME 127.86 56.12

PROFIT BEFORE FINANCIAL CHARGES & DEPRECIATION 2482.48 1730.18

LESS: FINANCE COSTS 647.18 334.84

PROFIT BEFORE DEPRECIATION & TAXATION 1835.30 1395.34 LESS:

A) DEPRECIATION 1133.39 671.19

B) PROVISION FOR TAXATION

- CURRENT TAX(NET OF MAT CREDIT ENTITLEMENT) 32.77

- DEFERRED TAX 166.89 122.93

NET PROFIT AFTER TAX 535.02 568.45

ADD: BROUGHT FORWARD FROM PREVIOUS YEAR 50.00 50.00 PROFIT AVAILABLE FOR APPROPRIATION 585.02 618.45

APPROPRIATIONS:

PROPOSED DIVIDEND 251.20 251.20

CORPORATE DIVIDEND TAX 42.69 40.75

TRANSFER TO GENERAL RESERVE 241.13 276.50

BALANCE CARRIED FORWARD TO BALANCE SHEET 50.00 50.00

PERFORMANCE REVIEW

During the year under review, the sales volume of 4 wheeler seat sets increased to 492384 seat sets, as compared to 466887 seat sets in the year ended 31st March, 2012, i.e. an increase by 5%.

The gross revenue from operations and other income for the fi nancial year under review was Rs. 68,294.40 lacs as against Rs 47,982.63 lacs for the previous fi nancial year, i.e. an increase by 42.33%. The profi t before fi nance costs, depreciation and taxation is Rs. 2482.48 lacs for the fi nancial year under review as against Rs. 1730.18 lacs for the previous fi nancial year, i.e. an increase by 43.48%. The profi t after tax squeezed by 5.88%, to Rs. 535.02 lacs as compared to Rs. 568.45 lacs, last year. This decline is mainly due to heavy investment for capacity expansion at BSL''s plant at Gurgaon and set up of new plants at Borakalan and Manesar, which has led to increase in bank borrowings and consequently, increase in interest cost and depreciation.

OPERATIONS

Your Company is well on the way to future growth. With the establishment of the new seat plant at Manesar in the Maruti Suzuki Vendor park, we have already been awarded business for the top selling model of Maruti Suzuki India Ltd. (MSIL) – ''Swift'', the production of which will start this year.

You would be happy to know that at Manesar, we have been awarded the business of seat sets for next model of MSIL, the production of which will start in 2014.

Your Company has always been very quality conscious. To further upgrade the quality norms, your Company has set up a robotic welding facility for the seat frames, thereby ensuring the highest safety standards in the Car Seat.

Your Company has started manufacture and supply of extruded components for the prestigious top selling models of MSIL. Your Company has also been awarded the Roof Moulding for the various top selling models of MSIL, the production of which will commence during 2013-2014.

As regards the two wheeler business, your Company has been awarded the order from Suzuki Motor Cycle India Pvt. Ltd. for the Seating system for the new model of Scooter, the production of which will commence in 2014.

EXPANSION AND FUTURE PROSPECTS

Your company has completed the building construction work at the newly acquired Land in the Vendor Park of Maruti Suzuki India Ltd, Manesar to house complete seat manufacturing plant. The production in this plant for seats sets of ''Swift'' model shall commence in 2013.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 40% (Re. 0.80/- per share) for the fi nancial year ended 31st March, 2013.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies(Disclosure of particulars in the report of Board of Directors)Rules, 1988 is annexed hereto as Annexure I, forming part of this Report.

DIRECTORS

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 1956, Mr. G. N. Mehra, Mr. P. K. Lahiri and Mr. Gautam Khaitan are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the report on Corporate Governance and Management Discussion and Analysis Report have been included in this Annual Report as separate section, alongwith the Auditors'' Certifi cate.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year: 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confi rm that :

(I) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

II) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2013 and of the profi t or loss of the Company for the year ending 31st March, 2013;

(III) Proper and suffi cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the effi cient and loyal services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)Rules, 1975, the particulars of employees are set out in Annexure II.

AUDITORS

M/s S.S. Kothari Mehta & Co., Chartered Accountants retire at the Annual General Meeting and being eligible offer themselves for reappointment, which if made, will be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment. The Company strictly adheres to the provisions of environmental laws. There is no trade effl uent generated by the Company, which may cause pollution. Our Company is an ISO14001 certifi ed company.

The ISO14001 Certifi cation was renewed during the year.

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Suzuki Motor Cycle India Private Limited, Toyo Seats, Japan, Houwa Kogyo Co Ltd , Nagoya, Japan, , Inoac Corporation, Japan, Esaki Seisakusyo, Japan, State Bank of Travancore, Bank of Tokyo- Mitsubishi UFJ Ltd., Yes Bank, IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and collective team work.

Your support as shareholders is greatly valued.

Your Directors thank you and look forward to the future with confi dence.

For and on behalf of the Board

BHARAT SEATS LIMITED

PLACE : New Delhi (N. D. RELAN)

DATED : 25th April, 2013 CHAIRMAN


Mar 31, 2012

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts for the year ended 31st March, 2012

FINANCIAL RESULTS Rupees in lakhs

PARTICULARS 2011-20121 2010-20l1

NET REVENUE FROM OPERATIONS 43205.01 44158.58

OTHER INCOME 56.12 85.21

PROFIT BEFORE F NANCIAL CHARGES & DEPRECIATION 1730.18 1851.79

LESS: FINANCE COSTS 334.84 227.05

PROFIT BEFORE DEPRECIATION & TAXATION 1395.34 1624.74

LESS:

A) DEPRECIATION 671.19 480.98

B) PROVISION FOR TAXATION

- CURRENT TAX(NET OF MAT CREDIT ENTITLEMENT) 32.77 171.27

- DEFERRED TAX 122.93 149.08

NET PROFIT AFTER TAX 568.45 823.41

ADD:BROUGHT FORWARD FROM PREVIOUS YEAR 50.00 50.00

PROFIT AVAILABLE FOR APPROPRIATION 618.45 873.41

APPROPRIATIONS:

PROPOSED DIVIDEND 251.20 251.20

CORPORATE DIVIDEND TAX 40.75 40.75

TRANSFER TO GENERAL RESERVE 276.50 531.46

BALANCE CARRIED FORWARD TO BALANCE SHEET 50.00 50.00

PERFORMANCE REVIEW

During the year under review, the sale of 4 wheeler seat sets declined to 466887 seat sets, as compared to 524068 seat sets in the year ended 31st March, 2011, i.e. a decline by 11%.

The gross revenue from operations and other income for the financial year under review was Rs. 47,982.63 lacs as against Rs. 49,037.58 lacs for the previous financial year, i.e. a decline by 2.15%. The profit before finance costs, depreciation and taxation is Rs.1395.34 lacs for the financial year under review as against Rs. 1624.74 lacs for the previous financial year, showing decline by 14%. The profit after tax squeezed by 31%, to Rs. 568.45 lacs as compared to Rs. 823.41 lacs, last year. Besides decline in production, this decrease is due to heavy investment for capacity expansion at BSL's plant at Gurgaon and set up of new plants at Bhorakalan and Manesar, which has led to increase in bank borrowings and consequently, increase in interest cost and depreciation.

OPERATIONS

Your Company has been awarded business of Seat sets for first 3 row seat LUV(Life Utility Vehicle) Ertiga, launched by Maruti Suzuki India Ltd. (MSIL). For this purpose, a new Assembly line, based on Japanese model, was indigenously designed by your Company.

Your company was all so awarded business of Moulded Carpet for new model of 'Swift Dozier' launched by MSIL during the year.

Your company was awarded the business for manufacture of complete frames of the new model of two Wheeler for Suzuki Motorcycle India Pvt. Ltd. (SMIPL). The Robotic technology used in welding lines has resulted in very high accuracy and good efficiency in the manufacturing of these frames.

Your company's production of Scooter seats, the highest selling model of SMIPL, has almost doubled in the current fiscal, resulting in overall increase in sales turnover.

EXPANSION AND FUTURE PROSPECTS

Your Company, considering the growth in the Automobile Sector, has planned its capacity expansion, to cater to the increased demand.

Your company has acquired Land in the Vendor Park of Maruti Suzuki India Ltd, Manesar and has started construction of the building to house a complete Seat manufacturing plant.

Your Company has entered into another area of manufacture of Extruded components for automobiles, the commercial production of which shall commence shortly at Company's plant at Bhorakalan.

To meet the complete requirement of SMIPL, a new site at Bhorakalan is constructed for manufacture of two wheeler frames assembly.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 40% (Re. 0.80/- per share) for the financial year ended 31.03.2012,

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors)Rules, 1988 is annexed hereto as Annexure I, forming part of this Report.

DIRECTORS

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 1956, Mr. Ajay Relan, Mr. I.V. Rao and Mr. Yoichi Kojima are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the report on Corporate Governance and Management Discussion and Analysis Report have been included in this Annual Report as separate section, along with the Auditors' Certificate.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58Aof the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year: 2012-13.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(I) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

(II) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2012 and of the profit or loss of the Company for the year ending 31st March, 2012;

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the efficient and loyal services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)Rules, 1975, the particulars of employees are set out in Annexure II.

AUDITORS

M/s S.S. Kothari Mohta & Co., Chartered Accountants retire at the Annual General Meeting and being eligible offer themselves (tor reappointment, which if made, will be in conformity with the provisions of Section 224(1 B) of the Companies Act, 1956.

ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment. The Company strictly adheres to the provisions of environmental laws. There is no trade effluent generated by the Company, which may cause pollution. Our Company is an IS014001 certified company.

The IS014001 Certification was renewed during the year.

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Toyo Seats, Japan, Houwa Kogyo Co Ltd, Nagoya, Japan, Inoac Corporation, Japan, Esaki Seisakusyo, Japan, State Bank of Travancore, Bank of Tokyo- Mitsubishi UFJ Ltd., Yes Bank, IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and col active team work.

Your support as shareholders is greatly valued.

Your Directors thank you and look forward to the future with confidence.

For and on behalf of the Board

BHARAT SEATS LIMITED

PLACE : NEW DELHI (N.D.RELAN)

DATED : 30th APRIL 2012 CHAIRMAN


Mar 31, 2010

FINANCIAL RESULTS Rupees in lakhs PARTICULARS 2009-2010 2008-09 SALES 36,763.72 24,940.73 OTHER INCOME 123.92 69.09 PROFIT BEFORE FINANCIAL CHARGES & DEPRECIATION 900.12 727.90 LESS: FINANCIAL CHARGES 112.73 91.37 PROFIT BEFORE DEPRECIATION & TAXATION 787.39 636.53

LESS: A. DEPRECIATION 268.03 213.32 B. PROVISION FOR TAXATION - CURRENT TAX (LESS : MAT CREDIT ENTITLEMENT) 11.05 47.02 - FRINGE BENEFIT TAX - 15.86 - DEFERRED TAX 148.97 77.51 - TAX FOR EARLIER YEARS WRITTEN OFF/(WRITTEN BACK) (24.63) 6.87 NET PROFIT AFTER TAX 383.97 275.95 ADD: BROUGHT FORWARD FROM PREVIOUS YEAR 50.00 15.00 PROFIT AVAILABLE FOR APPROPRIATION 433.97 290.95

APPROPRIATIONS: DIVIDEND PROPOSED 188.40 157.00 TAX ON DIVIDEND 31.29 26.68 TRANSFER TO GENERAL RESERVE 164.28 57.27 BALANCE CARRIED FORWARD TO BALANCE SHEET 50.00 50.00

PERFORMANCE REVIEW

The gross sales and other income for the financial year under review was Rs. 36,887.64 lacs as against Rs. 25,009.82 lacs, registering an increase of 47.50%.The profit before tax (after interest and depreciation charges) of Rs. 519.36 lacs and profit after tax of Rs. 383.97 lacs for the financial year under review as against Rs. 423.20 lacs and Rs. 275.95 lacs respectively for the previous financial year registering an increase of 22.72% and 39.14% respectively.

OPERATIONS

During the year under review, the sale of seat sets and carpets surged on robust demand. The New PU Line, with additional capacity and faster output established during the year helped the Company in meeting the additional demand. Due to flexible production systems, the Company could accommodate the changes in product mix required by the customers. The company has developed seating systems and moulded carpets for a new model of car launched by Maruti Suzuki India Limited and have started its supply during financial year 2009-10. The Company has also started production of Seats of a new model of car to be launched by Maruti Suzuki India Limited during 2010-11.

The Company supply seats and complete frames of the new model of Motorcycle launched by Suzuki Motorcycle India Pvt. Ltd. Your Company has also added one more product in its two-wheeler frame product range, the production of which shall commence in the next financial year.

The Company executed Development Order for Executive Chair Car of Shatabdi Train for the Indian Railways.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 30% (Re. 0.60/- per share) for the financial year ended 31.03.2010.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors)Rules, 1988 is annexed hereto as Annexure I, forming part of this Report.

DIRECTORS

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 1956, Mr.G.N.Mehra, Mr.P.K.Lahiri and Mr.Gautam Khaitan are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

During the year, Mr. Yoichi Kojima was appointed as an Additional Director as nominee of Suzuki Motor Corporation in place of Mr.Toshiaki Tashiro w.e.f. 15.03.2010.

The Company expresses its appreciation for the valuable services rendered by Mr. Toshiaki Tashiro during his tenure as Director of Bharat Seats Limited.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the report on Corporate Governance and Management Discussion and Analysis Report have been included in this Annual Report as separate section, alongwith the Auditors Certificate.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year: 2009-10.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that :

(I) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(II) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2010 and of the profit or loss of the Company for the year ending 31st March, 2010;

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the efficient and loyal services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)Rules, 1975, the particulars of employees are set out in Annexure II.

AUDITORS

M/s S.S.Kothari Mehta & Co., Chartered Accountants retire at the Annual General Meeting and being eligible offer themselves for reappointment, which if made, will be in conformity with the provisions of Section 224(1 B) of the Companies Act, 1956.

ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment. The Company strictly adheres to the provisions of environmental laws. There is no trade effluent generated by the Company, which may cause pollution. Our Company is an ISO14001 certified company.

The ISO14001 Certification was renewed during the year.

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Houwa Kogyo Co Ltd , Nagoya, Japan, State Bank of Travancore, Bank of Tokyo - Mitsubishi UFJ Ltd., Yes Bank Ltd., IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and collective team work.

Your support as shareholders is greatly valued .

Your Directors thank you and look forward to the future with confidence.

For and on behalf of the Board BHARAT SEATS LIMITED PLACE : NEW DELHI (N.D.RELAN) DATED : 13TH APRIL, 2010 CHAIRMAN

 
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