Directors Report of SAL Automotive Ltd.

Mar 31, 2025

Your directors have the pleasure of presenting their 50th Annual Report along with the Audited Financial Statements for the Financial Year Ended 31st March, 2025 (the Financial Year).

FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its financial statements as per Indian Accounting Standards (Ind AS) for the FY 2024-25. The highlights of the financial results of the Company, extracted from the audited financial statements for the FY 2024-25 and previous FY 2023-24, are as under:

		(Rs. in Crores)
Particulars	Year ended	Year ended
	31^st March, 2025	31^st March, 2024
Net Revenue from Operations	377.76	307.52
Other Income	1.73	0.96
Total Revenue	379.49	308.48
Profit before Depreciation, Finance Charges and Tax	14.47	13.67
Finance Costs	2.32	2.78
Depreciation & Amortization Expense	4.28	4.10
Exceptional Items	â	--
Profit Before Tax	7.87	6.78
Tax Provision		--
- Current	2.18	1.56
- Deferred	0.30	0.12
Profit After Tax	5.40	5.10
Other Comprehensive Income	(0.12)	(0.25)
Total Comprehensive Income	5.27	4.84

REVIEW OF OPERATIONS

In the Financial Year the overall Indian economy performed well, and this positive trend extended to the automotive and Agri-implements sectors in which your Company operates and achieved an increase in revenue, with a growth rate of 23% compared to the previous year.

Resultant to above factors, the Company has achieved highest ever sales volume in the Financial Year 2024-25 and achieved PBT with a 16% jump in margins over previous financial year.

It is important to note that your company''s performance in the automotive and agriculture segments is influenced by various factors, including economic growth, new production facilities, monsoon patterns, automation in the agricultural sector, and the purchasing power of buyers. These factors play a significant role in shaping the performance and prospects of your company in these sectors.

Automotive Components: -

For the year under review, the Indian automotive industry (except Two-wheeler) witnessed growth of 3.5% which includes Passenger Vehicle Industry growth of 3.7 % and Commercial Vehicle Industry grew by 2.8% However, your company had shown de-growth of 10 % which includes de-growth in seat mechanisms for passenger vehicle of 11 % and growth of 126 % in seats for commercial vehicle.

Agriculture Implements: -

For the year under review, the Indian tractor industry had shown growth of 6.7% and your company had also recorded growth of 11.5% by achieving sales volume of 2.16 lakh seats for tractor against previous year volume of 1.93 lakhs, and in case of Agri-implements, sales volume grew to 0.35 lakh units against 0.25 lakh units of previous year resulting into growth of 44%.

The revenue of your company reached Rs. 377.76 Crore against previous year figures of INR 307.51 Crore showing a significant growth of 23% and on the similar growth trend the profit before tax stood at Rs. 7.87 Crore against previous year profit before tax of Rs. 6.78 crores. Profit before depreciation, finance and tax was Rs. 14.47 Crore against previous year figure of Rs. 13.67 Crore, total comprehensive income was Rs. 5.27 Crore in comparison to Rs. 4.84 Crore of previous year which results into earning per share of Rs. 21.99 against previous year figure of Rs. 20.21.

DIVIDEND

The Board of Directors have recommended the Final Dividend of Rs. 2.5 per share (i.e. 25% of face value of Rs. 10 each) for the financial year ended March 31, 2025, subject to the approval of the members at the ensuing Annual General Meeting. The dividend, if approved by the members of the Company, will be paid within 30 days of the Annual General Meeting. The total cash outflow on account of final dividend for the financial year 2024-25 will be Rs. 1.20 Crore.

Pursuant to the amendments introduced in the Income-tax Act, 1961 vide Finance Act, 2020, w.e.f. April 1, 2020, Dividend Distribution Tax (DDT), stands abolished. Instead, dividend income is now taxable in the hands of shareholders and subject to tax deduction at source (TDS) under the Income-tax Act, 1961.

RESERVES

The Company has not transferred any amount to the general reserve during the period under review. SHARE CAPITAL

The Authorised share capital of the Company during the period under review was Rs. 10,50,00,000/- (Indian Rupees Ten Crores Fifty Lakhs only) against Rs 3,50,00,000/- which has been increased via shareholders approval dated 14th March, 2025 through Postal ballot. The issued and paid-up Share Capital of the Company remained unchanged during the year and stood at Rs. 2,39,77,130 (Indian Rupees Two Crore Thirty Nine Lakh Seventy Seven Thousand One Hundred Thirty only) at the end of the financial year 2024-25.

Persuant to the approval of the shareholders on dated 14th March, 2025 via postal ballot and subsequent approvals from stock exchange i.e. BSE Ltd, the company has issued bonus shares on 4th April, 2025 in the ratio of 1:1 i.e one (1) equity share of face value of Rs. 10/- each for every one (1) existing equity share of face value of Rs. 10/-. Accordingly, 23,97,713 equity shares got allotted to the eligible share holders on the record date (i.e April 4, 2025) as Bonus Equity Shares. Furtherance to this, issued and paid-up Equity Share Capital of the company would get increased to Rs 479.54 Lakhs from Rs 239.77 Lakhs by capitalizing General Reserve.

DEPOSITS

The Company has not accepted any deposit and as such, no amount of principal or interest was outstanding at the end of the financial year.

INDUSTRIAL RELATIONS

In today''s dynamic business environment, the foundation of our Industrial and employee relation framework is rests on the strong pillars of Employee Centricity, building and sustaining a positive work culture characterized by innovation, productivity, and competitiveness , backed with strong focus on fostering employee wellbeing, capability building to ensure a future ready workforce to build a performance driven organization. We ensure strong employee relations which is not just limited to managing personnel issues but it fosters a culture where employees feel valued, supported, and motivated to contribute to the company''s success.

Employee Centricity

Employee centricity is one of the cornerstones of our employee relations. Our efforts are directed towards prioritizing the needs and aspirations of employees while aligning them with organizational goals. By understanding and addressing the concerns, aspirations, and motivations of the workforce, we have created an environment where employees feel valued. This involves providing clear communication channels, listening to employee feedback, and implementing policies that reflect their needs.

Positive Work Culture

Creating a positive work culture is another area of focus to maintain high employee morale and productivity. We believe in fostering a culture of respect, collaboration, and support. This is being achieved by promoting teamwork, recognizing and rewarding employee contributions, and ensuring a safe and inclusive workplace. Our leadership team also play a pivotal role here, both our managers and supervisors always lead by example, demonstrating behaviours that promote positivity and mutual respect.

Employee Well-being

Employee well-being especially having access to health care benefits, wellness programs, and a safe working environment are fundamental aspects of our employee relation framework. This includes both physical and mental health. All our HR policies are designed and periodically updated in line with the idea of providing work life balance which improves productivity and also reduces absenteeism and turnover rates.

Capability Building

Investing in capability building is vital for our company to stay competitive and be future ready. As the industry evolves, so too must the skills of its workforce.

In line with our objective of capability building and developing a future-ready workforce, we have implemented numerous training and engagement programs throughout the year. These initiatives encompass a wide range of areas, including behavioural programs for enhancing team and individual effectiveness, safety and environmental training, quality tools skill building programs, continuous improvement practices, result orientation, relationship management, and decision-making skills. Our proactive and employee-centric shop floor practices have also thrived as we offer training programs, workshops, and opportunities for continuous learning which help employees to enhance their skills and stay updated with the latest technological advancements. This

not only benefits the company by having a skilled workforce but also empowers employees, making them feel more confident and valued in their roles.

To be specific on building a Future-Ready Workforce and Teams, we have embarked on the journey of Talent management and rolling out the Competency Framework for our company.

The competency framework will help us to identify right talent which can be groomed and prepared for future talent needs and succession planning. Coupled with it, encouraging a culture of continuous learning, adaptability, and innovation will ensure that our company remains competitive in the long term.

Leadership Effectiveness and Performance-Driven Organization

Leadership effectiveness is a key driver of a performance-oriented organization. Our leadership team is perfectly aligned to achieving organizational goals. We believe in setting clear goals, providing regular feedback, and fostering an environment where performance is recognized and rewarded. Being a performance-driven culture we encourage employees to take ownership of their work, strive for excellence, and contribute to the company''s overall success. Effective leadership ensures that the organization''s vision is communicated clearly, and that employees are aligned with the company''s goals.

As we move forward into Financial Year 2025-26, we remain dedicated to nurturing a positive industrial relations environment, continuously improving our work culture, and upholding the principles of employee-centricity and proactive practices throughout our organization.

SAFETY OCCUPATIONAL HEALTH AND ENVIRONMENT

Our Company remained committed towards excellence in Safety, Occupational Health, and Environment in the year 2024-25.

Safety, Occupational Health, and Environment are critical pillars in maintaining a safe and productive workplace. While we have a well-established Safety, Occupational, and Environmental Policy that prioritizes the safety of our employees, plant, equipment, and the general public and ensures compliance with all relevant statutory rules and regulations on a regular basis. Our employees are also proactive in adhering to safety protocols, reporting hazards, and participating in safety training to mitigate risks. We believe in promoting voluntary individual efforts at the work level in fostering a safety-conscious culture.

Our Organizational commitment to Safety, Occupational Health, and Environment is paramount and is equally vital, with regular audits and strict compliance ensuring adherence to industry standards and legal requirements we identify potential risks and implement corrective actions promptly as per guidelines.

Moreover, our focus on proactive and preventive measures is essential. We organize the: "World Environment Day" and T ree Plantation each year as our commitment to green workplace and service to the mother Earth. As an organization we invest heavily in continuous training, safety drills, and the implementation of advanced safety technologies to anticipate and prevent accidents.

We organize National Safety Week in our organization to foster employees commitment for safety and "ZERO ACCIDENT" during the year. Additionally, we conduct statutory safety audits of our facilities as required by law and promote eco-friendly activities. As part of our ongoing commitment to improving the wellbeing of our employees, we regularly organize Medical Check-ups, encompassing both curative and preventive measures, to keep a strong check on any potential risk of Occupation health challenges. Furthermore, we educate our employees on Industrial Hygiene in the workplace, reinforcing our dedication to their safety and health. We are certified for Environment Health and Safety Management System as ISO 14001:2015 and ISO 45001:2018.

By integrating these efforts into the company culture, both at the individual and organizational levels, we have created a safe, healthy, and environmentally responsible workplace.

SUSTAINABILITY INITIATIVE

In the year 2024-25, your Company maintained its steadfast commitment to environmental, social, and governance parameters. We strongly believe in sustainability, which we define as "Building enduring business by rejuvenating the environment and enabling stakeholders to grow." Throughout the year under review, we took several impactful actions across all aspects of our operations, focusing on three key pillars: Environment, Manpower, and Margins.

Under the pillar of Environment, we implemented a range of initiatives to minimize our ecological footprint and contribute to environmental preservation. This included adopting energy-efficient practices, reducing waste generation, and promoting the use of renewable resources. We actively pursued environmentally friendly alternatives and encouraged sustainable practices throughout our value chain.

In this respect we have increased the plantation of new trees in the campus, introduced the use of the LPG in our existing manufacturing process, in replacement to the HSD, which has substantially reduced and controlled the air pollution.

In terms of manpower, we prioritized the well-being and development of our employees. We continued to invest in their training and skill enhancement, fostering a culture of learning and growth. Additionally, we emphasized diversity and inclusion, ensuring equal opportunities for all individuals within our organization. We also extended our efforts beyond our workforce by engaging with communities and supporting social initiatives.

The third pillar, Margins, underscores our commitment to responsible financial management. We implemented strategies to optimize our operations, improve cost-efficiency, and enhance profitability while maintaining ethical business practices. We believe that sustainable financial performance is crucial for long-term growth and delivering value to our stakeholders.

By focusing on these three pillars - Environment, Manpower, and Margins - we aim to create a positive impact and contribute to a more sustainable future. We remain dedicated to upholding these principles and continually seek opportunities to further enhance our ESG performance in the years ahead.

DIRECTORS AND KEY MANAGERIAL PERSONNELDIRECTORS INDUCTIONS, RE-APPOINTMENT/RE-DESIGNATIONS, RETIREMENT & RESIGNATIONS

The Company approved the continuation of Mr. Jamil Ahmad (DIN: 07171910) as a Non-Executive Non-Independent Director of the Company, beyond the age of 75 years, vide special resolution dated September 25th, 2024 passed at the Annual General Meeting.

In terms of Section 152 of the Companies Act, 2013 ("Act"), Mr. Jamil Ahmad (DIN: 07171910) Non-Executive Non-Independent Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment.

Apart from the aforesaid, there were no changes in the Board of Directors.

KEY MANAGERIAL PERSONNEL (KMP)

The Board approved the change in the designation of Mr. Gagan Kaushik, the Company Secretary and Compliance officer of the Company w.e.f. 11th November, 2024 to the Company Secretary and General Counsel. Mr Kaushik is also the Compliance Officer of the Company.

As on the date of this report, your Company has following whole time KMP:

Mr. Rama Kant Sharma, Managing Director,

Mr. Gagan Kaushik, Company Secretary & General Counsel Ms. Namrata Jain, ED Finance & CFO Mr. Kulvinder Singh, Finance Controller DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the year. The Independent Directors have also confirmed that they have complied with the Company''s CODE OF CONDUCT for the Directors and the Senior Management Personnel and also that they are not debarred from holding the office of director pursuant to any SEBI order or any such authority as well as they are independent of the management.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''IICA''). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all independent directors possess strong sense of integrity and having requisite experience, qualification and expertise and are independent of the management. For further details, please refer Corporate Governance Report.

POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilising different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act. The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent.

During the financial year under review, no changes have been carried out in the said Policy. The Nomination and Remuneration Policy is available on the website of the Company and can be accessed via. https:// salautomotive. in/policies/.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act, the Board is required to carry out annual evaluation of its own performance and that of its Committees and individual Directors. The Nomination and Remuneration Committee (NRC) of the Board also carries out evaluation of every Director''s performance. Accordingly, the Board and NRC of your Company have carried out the performance evaluation during the year under review.

For annual performance evaluation of the Board as a whole, it''s Committee(s) and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. Every Director is required to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question.

On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its committees and individual Directors. The Board was satisfied with the evaluation results.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met four (4) times in the financial year 2024-25. The period between any two consecutive meetings of the Board of Directors of the Company was not more than120 days and details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report that forms part of this Annual Report.

AUDIT COMMITTEE

During and as at the end of the financial year under review, the Audit Committee comprised of the following Directors viz. Mr. Kailash Nath Agarwal (Chairman of the Committee), Mr. Rajiv Sharma and Mr. Uttam Sahay. The Company Secretary of the Company is the Secretary of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

For further details about all the Committees of the Board of Directors of the Company, please refer the Corporate Governance Report which forms an integral part of this Annual Report.

SUBSIDIARY / ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the financial year under review, the Company was not having any subsidiary or joint venture or associate company in terms of the provisions of the Act. Hence, the Company is not required to prepare form AOC-1 with respect to performance of subsidiary or joint venture or associate company.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the Financial Year, the Company has transferred the unpaid/unclaimed dividend amounting to Rs. 97,184 to the Investor Education and Protection Fund (IEPF) Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st March , 2025 on the website of the Company https://salautomotive.in/unclaimed- dividend/.

Further, in terms of Section 124(6) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, during the year under review, the Company has transferred 775 equity shares to the demat account of Investor Education and Protection Fund, details of which are uploaded on the website of the Company https://salautomotive.in/ unclaimed-dividend.

The shareholders whose unpaid dividend / shares are transferred to the IEPF can claim the same by filing the prescribed Form as per the applicable provisions under the IEPF Rules.

STATUTORY AUDITORS

M/s. Mangla Associates, Chartered Accountants (ICAI Firm Registration No.: 006796C), Statutory Auditors of the Company were re-appointed at the 47th AGM of the Company to hold the office as such for a period of 5 years from the conclusion of the AGM held in year 2022 until the conclusion of the 52nd AGM of the Company to be held in the year 2027.

AUDITORS'' REPORT

The Auditors'' Report read along with notes to accounts is self-explanatory and therefore does not call for further comments. The Auditors'' Report does not contain any qualification, reservation, or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s A. Arora and Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as Annexure A.

The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation, or adverse remark.

COST AUDITORS

The Cost Audit for financial year ended March 31,2025 was conducted by M/s. V . Kumar & Associates. (FRN: 100137)

The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act. CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) were applicable to the Company. CSR for SAL Automotive Limited is an integral part of its core values and reflects its commitment to operate in an ethical and responsible manner. The Company endeavours to meet and exceed the ethical, legal, and societal expectations through sustainable initiatives that contribute meaningfully to the community.

In line with its philosophy of Good Corporate Citizenship, SAL Automotive Limited continues to promote inclusive and sustained growth by enhancing value creation for the society through its CSR initiatives. The CSR Policy of the Company, formulated and adopted by the Board of Directors, provides a structured framework for planning, implementing, and monitoring CSR activities.

During the year, the Company contributed an amount of Rs. 7,21,312 to the Anvi Medical and Educational Foundation in fulfilment of its CSR obligation for the financial year 2024-25. As the CSR obligation for the year is below Rs. 50 Lakhs, the constitution of a CSR Committee, as prescribed under Section 135(9) of the Act, is not applicable. Accordingly, the responsibilities of the CSR Committee are being discharged by the Board of Directors.

The Board oversees the formulation, implementation, and monitoring of CSR activities in accordance with the CSR Policy and the annual action plan. The CSR Policy outlines the Company''s approach to social responsibility and serves as a guiding document for initiatives aimed at the welfare and sustainable development of the community. The CSR Policy is available on the Company''s website at: https://salautomotive.in/policies/.

The Annual Report on CSR activities, prepared in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed to this Report as Annexure-D.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report along with the Certificate on Corporate Governance as required under Listing Regulations.

INTERNAL FINANCIAL CONTROLS

The corporate governance policies guide the conduct of affairs of your company and clearly define the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. All essential Standard Operating Procedures (SOP) are in place and are being intermittently reviewed and revised by the senior management.

Under Internal Audit program, on quarterly basis an independent external auditor conducts audit of key areas as per the pre-scheduled audit cycle on the basis of defined RCMs (Risk Control Matrix) and accordingly submits report to the management and shares with the audit committee for their review. Your Company has implemented vigorous internal financial controls to ensure accurate and reliable preparation of financial statements, custom-made to the size, scale, and complexity of our operations.

These controls have been diligently assessed throughout the year, adhering to the essential components outlined in the guidance note of internal financial control over financial reporting issued by the Institute of Chartered Accountants of India.

Upon cautious examination and evaluation conducted by the management, we are pleased to report that no reportable material weaknesses or significant deficiencies were identified in the design or functioning of our internal financial controls. We are using Oracle based ERP for recording of financial transactions and reporting, including inventory records, production records, HR related records, etc, by ensuring appropriate segregation of roles & responsibilities with duly approved authority matrix.

This affirms our commitment to maintaining a strong control environment that safeguards the integrity and reliability of our financial reporting. By prioritizing the establishment and continuous evaluation of these internal controls, we uphold the highest standards of financial governance and ensure transparency in our operations. These measures provide confidence to our stakeholders, assuring them of the accuracy and completeness of our financial statements.

RISK MANAGEMENT

Your company understands the importance of various risks faced by it and has adopted a Risk Management Framework which establishes various levels of accountability within the Company. The framework covers identification, evaluation, and control measures to mitigate the identified business risk.

You Company faces persistent pressure from the evolving marketplace that impacts important issues in risk management and impends margins. The Company emphasizes on those risks that threaten the achievement of business objectives over the short-term to medium term. For the year under review, the company does not anticipate any perilous risk which impends its existence.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of funds, and other matters or activity on account of which the interest of the Company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.

During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2024-25.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

The Company has not advanced any Loan, Guarantee or made any Investment covered under the provisions of Section 186 of the Act during the financial year.

ANNUAL RETURN

The Annual Return in form MGT-7 of the Company, as required under Section 92 of the Companies Act, 2013, is available on the website of the Company at https://salautomotive.in.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party contracts/arrangements/transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. During the financial year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There were no materially significant related party transactions made by the Company which may have a potential conflict of the interest with its Promoters, Directors, Key Managerial Personnel, or other persons. All such Related Party T ransactions are placed before the Audit Committee for approval.

Accordingly, the disclosure of Related Party T ransactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

For further details, please refer to the notes (refer Note 2.36) to the financial statements.

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

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure B forming part of this Report.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rules 5(1) & 5(2)/(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure C to this report. There was one employee who was in receipt of remuneration of not less than Rupees One Crore and Two Lakh during the year ended 31 st March, 2025 or not less than Rupees Eight Lakh and Fifty Thousand per month, during any part of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators/ Courts/ Tribunals during the financial year 2024-25 which would impact the going concern status of the Company and its future operations.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is confirmed that:

- in the preparation of the annual accounts for the year ended 31 st March, 2025 the applicable accounting standards have been followed and there are no material departures from the same.

- the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date.

- the Directors have taken proper and sufficient care 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.

- the Directors have prepared the annual accounts of the Company on a going concern basis.

- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act. An Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment. The staff has been informed of the policy and the Internal Complaints Committee and a copy of the Policy is available with HR Department.

No complaint of sexual harassment was received during the Financial Year 2024-25.

STATEMENT UNDER MATERNITY BENEFIT

The Company is complying with all the provisions of the MaternityBenefit Act, 1961 and the rules framed thereunder and is maintaining the requisite records as prescribed. Further, no claim has been received from any woman employee of the Company under the provisions of the said Act duringthe financial year

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI).

MATERIAL CHANGES AND COMMITMENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes occurred after the closure of financial year till the date of this report.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events happened on these items during the year under review:

a) Issue of equity shares with differential voting rights or sweat equity or stock options.

b) Changes in the nature of business activities.

c) Fraud reporting by the auditors.

d) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

e) Difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

ACKNOWLEDGMENT

Your Directors place on record their deep appreciation for the contribution made by employees at all levels with dedication, commitment, and team efforts, which helped your Company in achieving the performance during the year.

Your Directors also acknowledge with thanks the support given by the Government, bankers, shareholders, and investors at large and look forward to their continued support.

Mar 31, 2024

Your directors have the pleasure of presenting their 49th Annual Report along with the Audited Financial Statements for the year ended March 31,2024.

FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its financial statements as per Indian Accounting Standards (Ind AS) for the FY 2023-24. The highlights of the financial results of the Company, extracted from the audited financial statements for the FY 2023-24 and previous FY 2022-23, are as under:

(Rs. in Crores)

Particulars	Year ended 31^st March, 2024	Year ended 31^st March, 2023
Net Revenue from Operations	307.52	303.79
Other Income	0.96	1.53
Total Revenue	308.48	305.32
Profit before Depreciation, Finance Charges and Tax	13.67	11.91
Finance Costs	2.78	2.64
Depreciation & Amortization Expense	4.10	3.08
Exceptional Items	--	--
Profit Before Tax	6.78	6.19
Tax Provision
- Current	1.56	0.17
- Deferred	0.12	1.32
Profit After Tax	5.10	4.70
Other Comprehensive Income	(0.25)	(0.09)
Total Comprehensive Income	4.84	4.61

REVIEW OF OPERATIONS

In 2023-24, the overall Indian economy performed well, and this positive trend extended to the automotive and agri-implements sectors in which your Company operates. In the automotive sector, SAL achieved an increase in revenue, with a growth rate of 19 % as compared to the previous year and in the agriculture sector there is a de-growth of 6% as compared to previous year.

Resultant to above factors, the Company has achieved highest ever sales volume in financial year 2023-24 and achieved PBT with a 9.53 % jump in margins over previous financial year and in the Agriculture Sector there is degree of 6% as compare to the previous year.

It is important to note that your Company''s performance in the automotive and agriculture segments is influenced by various factors, including economic growth, new production facilities, monsoon patterns, automation in the agri-implements sector, and the purchasing power of buyers. These factors play a significant role in shaping the performance and prospects of your Company in these sectors.

Automotive Components: -

For the year under review, the Indian automotive industry (except Two-wheeler) witnessed growth of 8% which includes Passenger Vehicle industry growth of 7.1 % and Commercial Vehicle Industry grew by 11.1% However, your company had shown growth of 30 % which includes growth in seat mechanisms for passenger vehicle of 1 % and growth of 52 % in seats for commercial vehicle.

Agriculture Implements: -

For the year under review, the Indian tractor industry had shown degrowth by 18 % and your company had recorded degrowth of 7% by achieving sales volume of 1.93 lakhs seats for tractor against previous year volume of 2.07 lakhs, and in case of Agri-implements, sales volume grew to 0.25 lakhs units against 0.24 lakhs units of previous year resulting into growth of 3%.

The revenue of your company reached to Rs. 307.51 Crore against previous year figures of Rs. 303.79 Crore showing a marginal growth of 1 % and on the similar growth trend the profit before tax stood at Rs. 6.78 Crore against previous year profit before tax of Rs. 6.20 crores. Profit before depreciation, finance and tax was Rs. 13.67 Crore against previous year figure of Rs. 11.91 Crore, total comprehensive income was Rs. 4.84 Crore in comparison to Rs. 4.61 Crore of previous year which results in to earning per share of Rs. 20.21 against previous year figure of Rs. 19.21.

DIVIDEND

The Board of Directors have recommended the Final Dividend of Rs. 4.5 per share (i.e. 45% of face value of Rs. 10 each) for the financial year ended March 31, 2024, subject to the approval of the members at the ensuing Annual General Meeting. The dividend, if approved by the members of the Company, will be paid within 30 days of the Annual General Meeting. The total cash outflow on account of final dividend for the financial year 2023-24 will be Rs. 1.08 Crore.

Pursuant to the amendments introduced in the Income tax Act, 1961 vide Finance Act, 2020, w.e.f. April 1, 2020, Dividend Distribution Tax (DDT), which was used to be payable by the company, stands abolished. Instead, dividend income is now taxable in the hands of shareholders and subject to tax deduction at source (TDS) under the Income-tax Act, 1961.

RESERVES

The Company has not transferred any amount to the general reserve during the period under review SHARE CAPITAL

The Authorised share capital of the Company during the period under review was Rs. 3,50,00,000/- (Indian Rupees Three Crores Fifty Lakhs only). The issued and paid-up Share Capital of the Company remained unchanged during the year and stood at Rs. 2,39,77,130 (Indian Rupees Two Crore Thirty Nine Lakh Seventy Seven Thousand One Hundred Thirty only) at the end of the financial year 2023-24.

There was no issue of shares with differential voting right, buy back of shares or bonus issues of shares, during the year under review.

DEPOSITS

The Company did not invite or accept any deposits from the public/ members pursuant to the provisions of Chapter V of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding at the end of the financial year 2023-24.

INDUSTRIAL RELATIONS

In today''s dynamic business environment, the foundation of our Industrial and employee relation framework is based on the strong pillars of Employee Centricity, building and sustaining a positive work culture characterized by innovation, productivity, and competitiveness , backed with strong focus on fostering employee well-being, capability building to ensure a future ready workforce to build a performance driven organization. We ensure strong employee relations which is not just limited to manage personnel issues but it fosters a culture where employees feel valued, supported, and motivated to contribute to the company''s success.

Employee Centricity

Positive Work Culture

Employee Well-being

Capability Building

Investing in capability building is vital for our company to stay competitive and be future ready. As the industry evolves, so too must the skills of its workforce.

In line with our objective of capability building and developing a future-ready workforce, we have implemented numerous training and engagement programs throughout the year. These initiatives encompass a wide range of areas, including behavioral programs for enhancing team and individual effectiveness, safety and environmental training, quality tools skill building programs, continuous improvement practices, result orientation, relationship management, and decision-making skills Our proactive and employee-centric shop floor practices have also thrived as we offer training programs, workshops, and opportunities for continuous learning which help employees to enhance their skills and stay updated with the latest technological advancements. This not only benefits the company by having a skilled workforce but also empowers employees, making them feel more confident and valued in their roles.

To be specific on building a Future-Ready Workforce and Teams, we have embarked on the journey of Talent management and rolling out the Competency Framework for our company.

Leadership Effectiveness and Performance-Driven Organization

As we move forward into FY 2024-25, we remain dedicated to nurturing a positive industrial relations environment, continuously improving our work culture, and upholding the principles of employee-centricity and proactive practices throughout our organization.

SAFETY OCCUPATIONAL HEALTH AND ENVIRONMENT

Our Company remained committed towards excellence in Safety, Occupational Health, and Environment in the year 2023-24

Safety, Occupational Health, and Environment are critical pillars in maintaining a safe and productive workplace. While we have a well-established Safety, Occupational, and Environmental Policy that prioritizes the safety of our employees, plant, equipment, and the general public and ensures compliance with all relevant statutory rules and regulations on a regular basis. Our employees are also proactive in adhering to safety protocols, reporting hazards, and participating in safety training to mitigate risks. We believe is promoting voluntary individual efforts at the work level in fostering a safety-conscious culture.

Our Organizational commitment to Safety, Occupational Health, and Environment is paramount andis equally vital, with regular audits and strict compliance ensuring adherence to industry standards and legal requirements we identify potential risks and implement corrective actions promptly as per guidelines.

Moreover, our focus on proactive and preventive measures is essential. As an organization we invest heavily in continuous training, safety drills, and the implementation of advanced safety technologies to anticipate and prevent accidents.

Additionally, we conduct statutory safety audits of our facilities as required by law and promote eco-friendly activities. As part of our ongoing commitment to improving the well-being of our employees, we regularly organize Medical Check-ups, encompassing both curative and preventive measures, to keep a strong check on any potential risk of Occupation health challenges. Furthermore, we educate our employees on Industrial Hygiene in the workplace, reinforcing our dedication to their safety and health.

By integrating these efforts into the company culture, both at the individual and organizational levels, we have created a safe, healthy, and environmentally responsible workplace.

SUSTAINABILITY INITIATIVE

In the year 2023-24, your Company maintained its steadfast commitment to environmental, social, and governance parameters. We strongly believe in sustainability, which we define as "Building enduring business by rejuvenating the environment and enabling stakeholders to grow." Throughout the year under review, we took several impactful actions across all aspects of our operations, focusing on three key pillars: Environment, Manpower, and Margins.

In terms of Manpower, we prioritized the well-being and development of our employees. We continued to invest in their training and skill enhancement, fostering a culture of learning and growth. Additionally, we emphasized diversity and inclusion, ensuring equal opportunities for all individuals within our organization. We also extended our efforts beyond our workforce by engaging with communities and supporting social initiatives.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS INDUCTIONS, RE-APPOINTMENT/RE-DESIGNATIONS, RETIREMENT & RESIGNATIONS

Mr. Rajiv Sharma (DIN: 07418337) completed his second and final term as an Independent Director of the Company and consequently ceased to be a Director of the Company effective from the close of business hours on February 2, 2024. The Board of Directors and the management of the Company express deep appreciation and gratitude to him for his extensive contribution towards the Company.

During the year Dr. Uttam Sahay (DIN: 08608518) was appointed as Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of 3 years with effect from January 31,2024 and Mr. Rajiv Sharma (DIN: 07418337) was appointed as Non-Executive Director of the Company, liable to retire by rotation, effective from February 3, 2024, vide Special Resolution and Ordinary Resolution respectively dated April 6, 2024 passed by postal ballot.

In terms of Section 152 of the Act, Ms. Namrata Jain (DIN: 07310940), Executive Director Finance, retires by rotation at the forthcoming Annual General Meeting ("AGM") and, being eligible, offers herself for reappointment.

Apart from the aforesaid, there were no changes in the Board of Directors.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Jagdish Lal Raheja resigned from post of Chief Financial Officer and Key Managerial Personnel ("KMP") of the Company effective from closure of business hours on April 4, 2023 and Mr. Kulvinder Singh, Finance Controller, having expertise in Finance and Taxation, was designated as KMP of the Company effective from May 26, 2023.

Further, Mrs. Namrata Jain (DIN- 07310940), in addition to being Executive Director Finance, was also designated as the Chief Financial Officer ("CFO") of the Company, effective from October 4, 2023.

As on the date of this report, your Company has following whole time KMP:

Mr. Rama Kant Sharma, Managing Director,

Mr. Gagan Kaushik, Company Secretary

Ms. Namrata Jain, Executive Director Finance and CFO and

Mr. Kulvinder Singh, Finance Controller

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the year under review. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct for the Directors and the Senior Management Personnel and also that they are not debarred from holding the office of Director pursuant to any order of SEBI or any such authority as well as they are independent of the management.

All the Independent Directors of the Company are registered in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''IICA''). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the eligible Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all independent directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise and are independent of the management. For further details, please refer to the Corporate Governance Report.

POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of Listing Regulations and the Act, the Company has formulated and adopted Nomination & Remuneration Policy.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or reenactments) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent.

During the financial year under review, no changes were carried out in the said Policy. The Nomination and Remuneration Policy is available on the website of the Company and can be accessed via. https:// salautomotive. in/policies/.

ANNUAL PERFORMANCE EVALUATION

Listing Regulations laying down the key functions of the Board, mandate that the Board shall monitor and review the Board Evaluation Process and also stipulate that the Nomination & Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors, Board of Directors, Committee and Individual Directors. Section 134 of the Act states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further, Schedule IV to the Act states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees through structured questionnaires covering various aspects of the functioning of Board and its Committees.

Some of the performance indicators based on which the evaluation takes place are - attendance in the meetings, quality of preparation/participation, ability to provide leadership and work as team player. In addition, few criteria for independent Directors include commitment to protecting/enhancing interests of all shareholders and contribution in implementation of best governance practices. Performance criteria for Whole-time Directors includes contribution to the growth of the Company, new ideas/planning and compliances with all policies of the Company. The Board of Directors had expressed their satisfaction to the overall evaluation process.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Act and the Listing Regulations, 1 (one) meeting of Independent Directors was held during the year i.e. on March 19, 2024 without the attendance of Executive Directors, Non Executive Non Independent Director and members of Management and in such meeting, inter alia:

(a) reviewed the performance of non-independent Directors and the Board of Directors as a whole;

(b) reviewed the performance of the chairperson of the Company, taking into account the views of executive directors and non-executive directors and

(c) assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

In addition, the Company encourages regular separate meetings of its Independent Directors to update them on all business-related issues and new initiatives. At such meetings, the Executive Directors, Non Executive Non Independent Director and other members of the Management make presentations on relevant issues.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met 6 (six) times during the financial year 2023-24. The gap between any two consecutive meetings of the Board of Directors of the Company did not exceed 120 days and details of the Board Meetings and the attendance of the Directors have been provided in the Corporate Governance Report that forms part of this Annual Report.

AUDIT COMMITTEE

Due to appointment of Mr. Rajiv Sharma (DIN: 07418337) as a Non-Executive Non Independent Director upon completion of the term as an Independent Director and appointment of Dr. Uttam Sahay as an Independent Director of the Company, the Audit Committee of the Company was reconstituted with effect from February 3, 2024, which now comprises of the following Directors viz. Mr. Kailash Nath Agarwal (Chairperson), Dr. Uttam Sahay (Member) and Mr. Rajiv Sharma (Member). The Company Secretary of the Company functions as the Secretary of the Committee. All the recommendations made by the Audit Committee during the year were accepted by the Board.

For further details about all the Committees of the Board of Directors of the Company, please refer the Corporate Governance Report which forms an integral part of this Annual Report.

SUBSIDIARY / ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the financial year under review, the Company did not have any subsidiary or joint venture or associate company in terms of the provisions of the Act and Listing Regulations. Hence, the Company is not required to prepare form AOC-1 with respect to performance of subsidiary or joint venture or associate company.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year, the Company transferred the unpaid/unclaimed dividend amounting to Rs. 76,783/- to the Investor Education and Protection Fund (IEPF) Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2024 on the website of the Company at https://salautomotive.in/unclaimed- dividend/.

Further, in terms Section 124(6) of the Act, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company transferred 989 equity shares to the Investor Education and Protection Fund, details of which are uploaded on the website of the Company at https://salautomotive.in/unclaimed-dividend.

Rightful claimants can lodge their claims for the dividend / share as per the applicable provisions under the IEPF Rules.

STATUTORY AUDITORS

M/s. Mangla Associates, Chartered Accountants (ICAI Firm Registration No.: 006796C), Statutory Auditors of the Company were re-appointed at the 47th AGM of the Company to hold the office as such for a period of 5 years from the conclusion of the AGM held in financial year 2022 until the conclusion of the 52nd AGM of the Company to be held in the financial year 2027.

AUDITORS'' REPORT

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s A. Arora and Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure A.

The Secretarial Audit Report is self- explanatory and does not contain any qualification, reservation, or adverse remark.

COST AUDITORS

The Cost Audit for financial year ended March 31,2024, was conducted by M/s. Aggarwal Vimal & Associates (FRN.000350).

The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Act related to Corporate Social Responsibility ("CSR") became applicable on the Company. CSR involves operating Company''s business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses and keeping with the Company''s core value of Good Corporate Citizenship, your Company is committed to display its social responsibility by taking various initiatives benefiting the society at large. These initiatives include organizing plantation of trees at various locations, awareness campaign on ill effects of tobacco, providing medicines, beds, and sheets to destitute people''s home. In alignment with vision of the Company, SAL Automotive Limited through its CSR initiatives, will continue to enhance value creation in the society through its services, conduct & initiatives, so as to promote sustained growth for the society.

The Board of Directors of the Company have formulated and adopted the CSR Policy of the Company in alignment of its vision of the Company, during the year under review.

The Company contributed an amount of INR 3.19 Lakhs in PM Care Fund as part of its CSR Obligation for FY 2023-24.

Since the amount to be spent by the Company as its CSR obligation as per Section 135(5) of the Act, for the FY 2023-24, is less than INR 50 Lakhs, the requirement for constitution of CSR Committee is not applicable on the Company and accordingly the functions of such Committee are being discharged by the Board of Directors of the Company.

The Board of Directors of the Company frame, monitor and execute the CSR activities of the Company in terms of its CSR Policy. The Board further defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Company''s philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. The Board also formulates CSR annual action plan in pursuance to its Policy. The CSR Policy of the Company is available on the Company''s website at https://salautomotive.in/policies/.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, containing all the requisite details, is set out as Annexure âDâ to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under the Listing Regulations, is presented in a separate section, forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report along with the Certificate on Corporate Governance as required under Listing Regulations.

INTERNAL FINANCIAL CONTROLS

The corporate governance polices guide the conduct of affairs of your company and clearly defines the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. All essential Standard Operating Procedures (SOP) are in place and are being intermittently reviewed and revised by senior management.

Under Internal Audit program, on quarterly basis an independent external auditor conducts audit of key areas as per the pre-scheduled audit cycle on the basis of defined RCMs (Risk Control Matrix) and accordingly submits report to the management and share with the audit committee for their review. Your Company has implemented vigorous internal financial controls to ensure accurate and reliable preparation of financial statements, custom-made to the size, scale, and complexity of our operations.

Upon cautious examination and evaluation conducted by the management, we are pleased to report that no reportable material weaknesses or significant deficiencies were identified in the design or functioning of our internal financial controls. We are using Oracle based ERP for recording of financial transactions and reporting, including inventory records, production records, HR related records, etc., by ensuring appropriate segregation of roles & responsibilities with duly approved authority matrix.

RISK MANAGEMENT

Your Company faces persistent pressure from the evolving market place that impacts important issues in risk management and impends margins. The Company emphasizes on those risks that threaten the achievement of business objectives over the short term to medium term. For the year under review, the Company does not anticipate any perilous risk which impends its existence.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of funds, and other matters or activity on account of which the interest of the Company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may

also report to the Chairman of the Audit Committee in appropriate cases.

DETAILS OF LOANS, INVESTMENTS, SECURITY AND GUARANTEES UNDER SECTION 186

The Company has not advanced any Loan, Guarantee, Security or made any Investment covered under the provisions of Section 186 of the Act during the financial year.

ANNUAL RETURN

The Annual Return in form MGT-7 of the Company as required under Section 92 of the Act, is available on the website of the Company at https://salautomotive.in.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party contracts/arrangements/transactions that were entered into during the financial year 2023-24 were on an arm''s length basis and were in the ordinary course of business. During that period, the Company did not enter into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There were no materially significant related party transactions made by the Company which may have a potential conflict of interest with its Promoters, Directors, Key Managerial Personnel, or other persons. All such Related Party T ransactions are placed before the Audit Committee for approval.

Accordingly, the disclosure of Related Party T ransactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

For further details, please refer to the notes (refer Note [2.36]) to the financial statements for the financial year 2023-24.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure B forming part of this Report.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) of the Act read with Rule 5(1), of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure C to this report. There was one employee who was in receipt of remuneration of not less than Rupees One Crore and Two Lakhs during the year ended March 31,2024 or not less than Rupees Eight Lakh and Fifty Thousand per month, during any part of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators/ Courts/ Tribunals during the financial year 2023-24 which would impact the going concern status of the Company and its future operations.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors'' Responsibility Statement, it is confirmed that:

- in the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed and there are no material departures from the same.

- the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date.

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the Directors have prepared the annual accounts of the Company on a going concern basis.

- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The policy and the Internal Complaints Committee is communicated all staff and is also available with HR Department.

No complaint of sexual harassment was received during the Financial Year 2023-24.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI).

MATERIAL CHANGES AND COMMITMENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes have occurred after the closure of financial year 2023-24 till the date of this report.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events happened on these items during the year under review:

a) Issue of sweat equity or stock options.

b) Changes in the nature of business activities.

c) Fraud reporting by the Statutory Auditor, Secretarial Auditor and Cost Auditor of the Company.

d) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

e) Difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

ACKNOWLEDGMENT

Your Directors also acknowledge with thanks the support given by the Government, bankers, shareholders, and investors at large and look forward to their continued support

FOR AND ON BEHALF OF THE BOARD RAJIV SHARMA

Place : Ghaziabad Chairman

Date : 9th August, 2024 DIN:07418337

Mar 31, 2018

TO THE MEMBERS

The Directors are pleased to present their 43rd Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS :

	Yearended 31^st March, 2018 (Rs. in Crores)	Year ended 31^st March, 2017 (Rs. in Crores)
Net Revenue from Operations	113.71	92.99
Other Income	0.93	0.99
Total Revenue	114.64	93.98
Profit before Depreciation, Finance Charges and	Tax 5.99	4.16
Finance Costs	0.13	0.02
Depreciation & Amortization Expense	0.90	0.75
Profit Before Tax	4.96	3.39
Tax Provision
- Current	1.46	1.12
- Deferred	0.09	(0.03)
Profit After Tax	3.41	2.30
Other Comprehensive Income	0.11	(0.02)
Total Comprehensive Income	3.52	2.28
Surplus - Opening Balance after adjustment for carrying value of assets	7.78	7.01
Surplus available for appropriation	11.30	9.29
Appropriations:
Proposed Dividend	0.96	0.84
Tax on Dividend	0.20	0.17
Transfer to General Reserve	-	0.50
Surplus - Closing Balance	10.14	7.78

REVIEW OF OPERATIONS

Our company is dependent on auto and agriculture sector which in turn is influenced by various factors like economic growth, monsoon, etc. impacting the purchasing power of the buyers of the automobiles. Demand is derived from original equipment manufacturers (OEM) as well as the replacement market. The agricultural implement segment too is predominantly dependent on monsoon among other factors

In line with industry growth, our company also posted a growth of 7% in seat mechanisms, 12% in tractor & LCV Seats and 103% in agriculture implements segment in FY 2017-18 as compared to FY 2016-17.

In the above backdrop, total net operating revenue for the financial year 2017-18 increased to Rs. 113.71 crores against the previous yearâs revenue of Rs. 92.99 crores. Profit before tax for the year has increased to Rs. 4.96 crores against previous year PBT of Rs. 3.39 crores, which is primarily on account of various cost saving initiatives taken by the management. Profit after tax for the year was Rs. 3.52 crores (previous year - Rs.2.28 crores) which gives an Earning per Share (EPS) of Rs. 14.66 (previous year - Rs. 9.51).

During the year under review, your Company has set up of new seat frame manufacturing facilities at Dharwad, Karnataka to serve its customers in the West and South Region. The plant started its operations on 24th January, 2018. Initially it will manufacture seat frames using robots and eventually manufacturing of seats & other products will also start.

DIVIDEND

Your Directors have recommended a dividend of Rs.4.50 per Equity Share of face value of Rs.10.00 each for the financial year 2017-18, against Rs 4.00 per Equity Share of face value of Rs. 10.00 each declared and paid in the previous year. The dividend would be payable to those Members whose names shall appear in the Register of Members as on Book Closure date. The dividend including dividend distribution tax, surcharge and education cess would absorb a sum of Rs. 1.30 crores (previous year - Rs. 1.15 crores). Further, the Board of your Company has decided not to transfer any amount to the General Reserves for the year under review.

FINANCE

The fund position of the Company stayed comfortable throughout the financial year 2017-18. As a result, after meeting routine capital expenditure and working capital requirements to support the operations, net interest income for the year was Rs.0.64 crore against Rs.0.65 crore for the previous year.

CURRENT YEARâS REVIEW

With optimistic forecast of good monsoon, the tractor industry is expected to maintain its growth trends. The automobile industry is also likely to grow with anticipated favorable market conditions. The Companyâs business is expected to move in line with industry trend and Company is also exploring new business opportunities to generate additional revenue.

OFFER FOR SALE BY PROMOTER AND SEBI ORDER ON MPS COMPLIANCE

As members are aware, b4S solutions Private Limited (âb4Sâ or âthe promoterâ) acquired the entire equity stake of 71.19% held by Mahindra & Mahindra Limited (âM&Mâ), one of the then promoters of the Company (âthe Sellerâ), by entering into Share Purchase Agreement with M&M on 16th October 2015. b4S subsequently also acquired the entire equity stake of 2.99% held by the then other promoter, Punjab State Industrial Development Corporation (PSIDC). Thereafter, pursuant to SEBI (SAST) Regulations, 2011, b4S made an open offer to the shareholders of the Company. The entire process completed on 1st February 2016 and b4Sâs total equity holding in the Company stood at 88.28%. To comply with the requirements applicable regulations to restore public shareholding in the Company to a minimum of 25%, the promoter divested 3,18,445 equity shares to the public via Seven (7) offers for sale during the period December 2016 to November 2017 which has brought down the promoterâs shareholding in the Company to 75% as on March 31, 2018. Meanwhile on July 19, 2017 SEBI also passed an interim order to prohibits Company, Directors, and Promoter from buying, selling, or otherwise dealing in securities of the Company, either directly or indirectly, due to non-compliant to Minimum public shareholding (MPS) requirement. After dilution of Shareholding to 75% via OFS as mentioned above, the company achieved Minimum Public Shareholding as on 23rd November, 2017. On February 14, 2018, SEBI passed a final order stating that there is no violation on part of Company/ Promoter considering enough to warrant any other enforcement action against the Company or its Directors. Further, SEBI found this matter to be disposed of without any further enforcement action.

SHARE CAPITAL

The Issued and Paid-up Share Capital of the Company remained unchanged during the year and stood at Rs.2.40 crores at the end of the financial year 2017-18.

There were no instances of issue of shares with differential voting right, buy back of shares or bonus issues of shares during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not extended any loans, given guarantees or provided securities and made investment pursuant to Section 186 of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Companyâs performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

INDUSTRIAL RELATIONS

Industrial relations were cordial throughout the year under review.

SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

Your Company is committed towards excellence in Safety, Occupational Health and Environment. This is also to ensure sustainable business growth. The Company has a well-established Safety, Occupational and Environmental Policy which inter alia ensures safety of employees, plant, equipment and public at large by ensuring compliance with all statutory rules and regulations on regular basis. Your Company also imparts training to its employees as per the predefined training calendar, carries out statutory safety audits of its facilities as per legal requirement and promotes eco-friendly activities. In reiteration of its commitment to improve the well being of the employees, Medical Check-ups, both curative and preventive have been organized regularly, including educating the employees on Industrial Hygiene at the work place. The Companyâs Plant is ISO 14001: 2015 and OHSAS 18001 : 2007 certified.

CORPORATE SOCIAL RESPONSIBILITY

Keeping with the Companyâs core value of Good Corporate Citizenship, your Company is committed to display its social responsibility by taking various initiatives benefiting the society at large. These initiatives include organizing plantation of trees at various locations, awareness campaign on ill effects of tobacco, providing medicines, beds, and sheets to destitute peopleâs home etc.

During the year under review, the Company was not covered under the provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously taking various initiatives to reduce the consumption of electricity and water. During the year energy audit was conducted and initiatives has been planned for energy savings.

DIRECTORS

In terms of Section 152 of the Companies Act, 2013, Mrs. Namrata Jain shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

All the Independent Directors of the Company have submitted declaration under Section 149(7) of the Companies Act, 2013 that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

EVALUATION OF THE BOARD

Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a system has been put in place to carry out performance evaluation of the Board, its Committees and individual Directors. Criteria for performance evaluation are covered in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee (NRC), framed policies on appointment of Directors and Senior Management and their remuneration. The remuneration policy is covered in the Corporate Governance Report.

DIRECTORSâ MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four meetings of Board and four meetings of the Audit Committee were convened and held. The details are covered in the Corporate Governance report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Independent Directors of the Company meet at least once in every financial year without the presence of Non-Independent Directors, Executive Directors and any other management personnel. The meeting(s) is conducted in an informal manner to enable the Independent Directors to discuss matter pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, assess the quality, quantity and timeliness of flow of information between the Companyâs management and the Board that is necessary for the Board to effectively and reasonably perform their duties. During the year, one meeting of Independent Directors was held.

DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors in terms of Section 134(5) of the Companies Act, 2013 state that:

a) in the preparation of Annual Accounts, for the financial year 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b) in the selection of the accounting policies, consulted the Statutory Auditors and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for 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, which are adequate and operating effectively;

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

AUDIT COMMITTEE

The Audit Committee comprises of the following Directors viz. Mr. Jai Bhagwan Kapil (Chairman of the Committee), Mr. Rajiv Sharma and Mr. Jeevan Mahaldar. Except Mr. Jeevan Mahaldar, all the members are Independent Directors. The Company Secretary of the Company is the Secretary of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

KEY MANAGERIAL PERSONNEL

Mr. Rama Kant Sharma, Managing Director, Mr. Jeevan Mahaldar, Executive Director, Mr. Gagan Kaushik, Company Secretary, and Mr. Jagdish Lal Raheja, Chief Financial Officer are the Key Managerial Personnel (KMP) of the Company as per Companies Act, 2013.

There was no change in KMPs during FY 2017-18.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has laid down adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in their operating effectiveness was observed. Pursuant to the requirement of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is having risk management framework covering identification, evaluation, and control measures to mitigate the identified business risk.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The detail of the policy is explained in the Corporate Governance Report and the policy is also posted on the website of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year 2017-18 were in the ordinary course of the business and were on armâs length basis. There were no materially significant related party transactions made by the Company which may have a potential conflict of the interest with its Promoters, Directors, Key Managerial Personnel or other persons. All such Related Party Transactions are placed before the Audit Committee for approval, wherever applicable. The policy on materiality of and dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is http://swarajautomotive.com/policies/ . Details of related parties and transactions with them during the year are covered at Note 2.36 of the Annual Accounts.

AUDITORS

M/s Mangla Associates, Chartered Accountants (FRN: 006796C), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM) subject to ratification of their appointment by the Members at every AGM held after the ensuing AGM.

The Audit Report issued by the Auditors of the Company forms part of the Annual Report and does not contain any qualification, reservation or adverse remark.

COST AUDITORS

Pursuant to Section 148(3) of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors on the recommendation of Audit Committee has appointed M/s Aggarwal Vimal & Associates, Cost Accountants (FRN: 000350), as the Cost Auditors of the Company for the financial year ending on 31st March, 2018. M/s Aggarwal Vimal & Associates have confirmed that their appointment, if approved, will be within the limits of Section 141 (3)(g) of the Companies Act, 2013 and have also certified that they are free from disqualification specified under Section 141(3) of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditors certifying their independence and armâs length relationship with the Company. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s Aggarwal Vimal & Associates, Cost Accountants is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s A. Arora & Co., Company Secretaries in practice (CP No. 993) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Promoter, in compliance of SEBI Circular CIR/CFD/CMD/14/2015 dated November 30, 2015 , via offer for sale, sold their 13.28% shareholding as detailed above and meet the MPS criteria 75% as on 31st March 2018.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards,i.e. SS-1 and SS-2, relating to âMeetings of the Board ofDirectorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Company has not made any loans/advances, and investment in its own shares, associates, etc. during the year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure B.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of the above activities stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D. There was no employee who was in receipt of remuneration of not less than Rs. 1,02,00,000 during the year ended 31st March, 2017 or not less than Rs. 8,50,000 per month during any part of the year.

GENERAL

The Managing Director and the Executive Director are not receiving any commission neither from the Company nor from its Holding Company.

The Company has no subsidiary/ Associate / Joint Venture Company in accordance with the provisions of the Companies act, 2013.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events happened on these items during the year under review:

a. issue of equity shares with differential voting rights or sweat equity or stock options.

b. significant or material orders passed by the Regulators / Courts / Tribunal which impact the going concern status of the Company and its future operations.

c. Material changes in commitments affecting the financial position of the company.

d. Changes in the nature of business activities.

e. voting rights which are not directly exercise by the employees in respect of shares for the subscription/ purchase for which loan was given by the Company (as there is no scheme pursuant to which such person can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

f. Fraud reporting by the auditors.

ACKNOWLEDGMENT

Your Directors would like to thank various Government Authorities and Banks for the cooperation extended by them and also take this opportunity to express their deep sense of appreciation to all the stakeholders of the Company for the support provided by them during the year. The Directors also place on record the appreciation to all the employees of the Company for the efforts put in by them.

FOR AND ON BEHALF OF THE BOARD

Place : Ghaziabad J.B. KAPIL

Date : 11th May, 2018 Chairman

Mar 31, 2017

The Directors are pleased to present their 42nd Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2017.

FINANCIAL RESULTS :

	Year ended 31^st March, 2017	Year ended 31^st March, 2016 (Rs. in Crores)
Net Revenue from Operations	92.99	95.64
Other Income	0.99	0.84
Total Revenue	93.98	96.48
Profit before Depreciation, Finance Charges and Tax	4.16	3.88
Finance Costs	0.02	0.02
Depreciation & Amortization Expense	0.75	0.80
Profit for the year	3.39	3.06
Prior period adjustments	(0.04)	(0.08)
Profit Before Tax	3.35	2.98
Tax Provision
- Current	1.10	1.06
- Deferred	0.02	(0.12)
Profit After Tax	2.23	2.04
Surplus - Opening Balance after adjustment for carrying value of assets	5.58	5.05
Surplus available for appropriation	7.80	7.09
Appropriations:
Proposed Dividend	-	0.84
Tax on Dividend	-	0.17
Transfer to General Reserve	-	0.50
Surplus - Closing Balance	7.80	5.58

REVIEW OF OPERATIONS

The auto ancillary sector is heavily dependent on the auto sector which in turn is influenced by various factors like economic growth, monsoon, etc. impacting the purchasing power of the buyers of the automobiles. Demand swings in any of the segments (cars, tractors, commercial vehicles) have an impact on auto ancillary demand. Demand is derived from original equipment manufacturers (OEM) as well as the replacement market. The agri-implement segment too is predominantly dependent on monsoon among other factors.

Despite competitive market conditions and factors like demonetization which affected the economy of the country as well as automobile industry, the Companyâs tractor and commercial vehicle seat segment ha s registered growth of 25% during the year 2016-17. However, there has been a de-growth in car seat mechanisms segment and the agri-implement segment by 15% and 33% respectively during the year.

In the above backdrop, total net operating revenue for the financial year 2016-17 reduced to Rs. 92.99 crores against the previous year''s revenue of Rs. 95.64 crores. However, Profit before tax for the year has increased to Rs. 3.35 crores against previous year PBT of Rs. 2.98 crores, which is primarily on account of various cost saving initiatives taken by the management. Profit after tax for the year was Rs. 2.23 crores (previous year - Rs.2.04 crores) which gives an Earnings per Share (EPS) of Rs. 9.31 (previous year - Rs. 8.48).

During the year under review, your Company has launched Tractor tailor and building up its own dealer network for sale. The Board of Directors has also approved in its meeting held on 12th May, 2017, setting up of new seat frame manufacturing facilities at Dharwad, Karnataka to serve its clients in the West and South Region. The plant will start its operations in the last quarter of 2017-18. Initially it will manufacture seat frames only and eventually seats & other products manufacturing will also start at this plant.

DIVIDEND

Your Directors have recommended a dividend of Rs.4.00 per Equity Share of face value of Rs.10.00 each for the financial year 2016-17, against Rs 3.50 per Equity Share of face value of Rs. 10.00 each declared and paid in the previous year. The dividend would be payable to those Members whose names shall appear in the Register of Members as on Book Closure date. The dividend including dividend distribution tax, surcharge and education cess would absorb a sum of Rs. 1.15 crores (previous year - Rs. 1.01 crores). Further, the Board of your Company has decided not to transfer any amount to the General Reserves for the year under review.

FINANCE

The fund position of the Company stayed comfortable throughout the financial year 2016-17. As a result, after meeting routine capital expenditure and working capital requirements to support the operations, net interest income for the year was Rs.0.65 crore against Rs.0.59 crore for the previous year.

CURRENT YEAR''S REVIEW

With optimistic forecast of good monsoon the tractor industry is expected to maintain its growth trends. The automobile industry is also likely to grow with anticipated favourable market conditions. The Company''s business is expected to move in line with industry trend and Company is also exploring new business opportunities to generate additional revenue.

OFFER FOR SALE BY PROMOTER

As members are aware, b4S solutions Private Limited ("b4S" or "the promoter") acquired the entire equity stake of 71.19% held by Mahindra & Mahindra Limited ("M&M"), one of the then promoters of the Company ("the Seller"), by entering into Share Purchase Agreement with M&M on 16th October 2015. b4S subsequently also acquired the entire equity stake of 2.99% held by the then other promoter, Punjab State Industrial Development Corporation (PSIDC). Thereafter, pursuant to SEBI (SAST) Regulations, 2011, b4S made an open offer to the shareholders of the Company. The entire process completed on 1st February 2016 and b4S''s total equity holding in the Company stood at 88.28%. To comply with the requirements applicable regulations to restore public shareholding in the Company to a minimum of 25%, the promoter divested 158,359 equity shares to the public via three offers for sale during the period December 2016 and January 2017 which has brought down the promoter''s shareholding in the Company to 81.68% as on March 31, 2017. The promoter propose to meet its obligation to divest the remaining 6.68% of its shareholding in near future.

SHARE CAPITAL

The Issued and Paid-up Share Capital of the Company remained unchanged during the year and stood at Rs.2.40 crores at the end of the financial year 2016-17.

There were no instances of issue of shares with differential voting right, buy back of shares or bonus issues of shares during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not extended any loans, given guarantees or provided securities and made investment pursuant to Section 186 of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

INDUSTRIAL RELATIONS

Industrial relations were cordial throughout the year under review.

SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

Your Company is committed towards excellence in Safety, Occupational Health and Environment. This is also to ensure sustainable business growth. The Company has a well-established Safety, Occupational and Environmental Policy which inter alia ensures safety of employees, plant, equipment and public at large by ensuring compliance with all statutory rules and regulations on regular basis. Your Company also imparts training to its employees as per the predefined training calendar, carries out statutory safety audits of its facilities as per legal requirement and promotes eco-friendly activities. In reiteration of its commitment to improve the well being of the employees, Medical Check-ups, both curative and preventive have been organized regularly, including educating the employees on Industrial Hygiene at the work place. The Company''s Plant is ISO 14001 : 2004 and OHSAS 18001 : 2007 certified.

CORPORATE SOCIAL RESPONSIBILITY

Keeping with the Company''s core value of Good Corporate Citizenship, your Company is committed to display its social responsibility by taking various initiatives benefiting the society at large. These initiatives include organizing plantation of trees at various locations, awareness campaign on ill effects of tobacco, organizing medicines, beds and sheets to destitute people''s home etc.

During the year under review, the Company was not covered under the provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility.

SUSTAINABILITY INITIATIVE

DIRECTORS

In terms of Section 152 of the Companies Act, 2013, Mr. Jamil Ahmad shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

EVALUATION OF THE BOARD

REMUNERATION POLICY

DIRECTORS'' MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four meetings of Board and Four meetings of the Audit Committee were convened and held. The details are covered in the Corporate Governance report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Independent Directors of the Company meet at least once in every financial year without the presence of Non-Independent Directors, Executive Directors and any other management personnel. The meeting(s) is conducted in an informal manner to enable the Independent Directors to discuss matter pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, assess the quality, quantity and timeliness of flow of information between the Company''s management and the Board that is necessary for the Board to effectively and reasonably perform their duties. During the year, one meeting of Independent Directors was held.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors in terms of Section 134(5) of the Companies Act, 2013 state that:

a) in the preparation of Annual Accounts, for the financial year 31 st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b) in the selection of the accounting policies, consulted the Statutory Auditors and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for the year ended on that date;

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, which are adequate and operating effectively;

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

AUDIT COMMITTEE

KEY MANAGERIAL PERSONNEL

Mr. Rama Kant Sharma, Managing Director, Mr. Jeevan Mahaldar, Executive Director, Mr. Gagan Kaushik, Company Secretary, and Mr. Jagdish Lal, Chief Financial Officer are the Key Managerial Personnel (KMP) of the Company as per Companies Act, 2013.

There was no change in KMPs during FY 2016-17.

INTERNAL FINANCIAL CONTROL SYSTEMS

VIGIL MECHANISM / WHISTLE BLOWER POLICY

RELATED PA RTY TRA NSA CTIONS

All related party transactions that were entered during the financial year 2016-17 were in the ordinary course of the business and were on arm''s length basis. There were no materially significant related party transactions made by the Company which may have a potential conflict of the interest with its Promoters, Directors, Key Managerial Personnel or other persons. All such Related Party Transactions are placed before the Audit Committee for approval, wherever applicable. The policy on materiality of and dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is http://swarajautomotive.com/policies/ . Details of related parties and transactions with them during the year are covered at Note 2.28 of the Annual Accounts.

AUDITORS

M/s J.S. Chopra & Associates, Chartered Accountants (FRN:008849N), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting.

Pursuant to Section 139 of the Companies Act, 2013, the Board of Directors on the recommendation of Audit Committee has appointed M/s Mangla Associates, Chartered Accountants (ICAI Registration No. 006796C), as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting (AGM), until the conclusion of the fifth consecutive AGM of the Company (subject to ratification of their appointment by the Members at every AGM held after the ensuing AGM).

M/s Mangla Associates have confirmed that their appointment, if approved, will be within the limits of Section 141 (3)(g) of the Companies Act, 2013 and have also certified that they are free from disqualification specified under Section 141(3) of the Companies Act, 2013. The Members are requested to appoint Auditors and fix their remuneration.

The Audit Report issued by the Auditors of the Company forms part of the Annual Report and does not contain any qualification, reservation or adverse remark.

COST AUDITORS

Pursuant to Section 148(3) of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors on the recommendation of Audit Committee has appointed M/s Aggarwal Vimal & Associates, Cost Accountants (FRN: 000350), as the Cost Auditors of the Company for the financial year ending on 31st March, 2018. M/s Aggarwal Vimal & Associates have confirmed that their appointment, if approved, will be within the limits of Section 141 (3)(g) of the Companies Act, 2013 and have also certified that they are free from disqualification specified under Section 141(3) of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditors certifying their independence and arm''s length relationship with the Company. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s Aggarwal Vimal & Associates, Cost Accountants is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s A. Arora & Co., Company Secretaries in practice (CP No. 993) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, except Minimum Public Shareholding criteria under Regulation 38 of SEBI (Listing Obligations and Disclosure requirements) Regulations 2015. The Promoter, in compliance of SEBI Circular CIR/CFD/CMD/14/2015 dated November 30, 2015 , via offer for sale, sold their 6.60% shareholding as detailed above. Further, The Promotor propose to meet its obligation to divest the remaining 6.68% of its shareholding in near future.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Company has not made any loans/advances, and investment in its own shares, associates, etc. during the year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure B.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS OF EMPLOYEES

GENERAL

The Managing Director and the Executive Director are not receiving any commission neither from the Company nor from its Holding Company.

The Company has no subsidiary/Associate/Joint Venture Company in accordance with the provisions of the Companies act, 2013.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events happened on these items during the year under review:

a. issue of equity shares with deferential voting rights or sweat equity or stock options.

b. significant or material orders passed by the Regulators / Courts/ Tribunal which impact the going concern status of the Company and its future operations.

c. Material changes in commitments affecting the financial position of the company.

d. Changes in the nature of business activities

f. Fraud reporting by the auditors.

ACKNOWLEDGMENT

FOR AND ON BEHALF OF THE BOARD

Place : Ghaziabad J.B. KAPIL

Date : 12th May, 2017 Chairman

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 40th Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS :

(Rs. in Crores)

Year ended Year ended 31st March, 31st March, 2015 2014

Net Revenue from Operations 93.83 80.64

Other Income 0.78 0.62

Total Revenue 94.61 81.26

Profit before Depreciation, Finance Charges and Tax 4.51 4.62

Finance Costs 0.01 0.02

Depreciation & Amortization Expense 0.96 1.06

Profit for the year 3.54 3.54

Prior period adjustments ( ) 0.03 ( ) 0.01

Profit Before Tax 3.57 3.55

Tax Provision

- Current 1.35 1.15

- Deferred (0.19) (0.01)

- Short tax provision of earlier years - 0.06

Profit After Tax 2.41 2.35

Surplus - Opening Balance after adjustment for 4.15 3.85 carrying value of assets

Surplus available for appropriation 6.56 6.20

Appropriations:

Proposed Dividend 0.84 0.84

Tax on Dividend 0.17 0.14

Transfer to General Reserve 0.50 0.50

Surplus - Closing Balance 5.05 4.72

REVIEW OF OPERATIONS

Members may kindly note that fiscal 2015 was a challenging year as both automobile industry and tractor industry, with which your Company's business is mainly linked, experienced tough market conditions. The domestic tractor industry, after remaining almost flat during the first half, witnessed a significant decline in the second half of the year under review. This industry trends has impacted tractor seats business of your Company. However, with some signs of improvement in passenger vehicles - car segment and increased off takes by the new customer introduced in the last quarter of pervious year, the seat mechanism business has recorded overall improvement over last year. During the year, the Company also registered growth in the business from agri implements.

In view of the above facts, total net revenue for the financial year 2014-15 stood at Rs.94.61 crores against the previous year's revenue of Rs.81.26 crores. On the aforesaid revenue, profit before tax at Rs.3.57 crores remained almost at previous year's level of Rs.3.55 crores primarily due to change in the product mix. Profit after tax for the year was Rs.2.41 crores (previous year - Rs.2.35 crores). These post tax earnings translated into an Earning Per Share (EPS) of Rs.10.07 (previous year - Rs.9.79).

DIVIDEND

Your Directors have recommended a dividend of Rs.3.50 per Equity Share of face value of Rs.10.00 each for the financial year 2014-15, same as declared and paid in the previous year. The dividend would be payable to those Members whose names shall appear in the Register of Members as on Book Closure date. The dividend including dividend distribution tax, surcharge and education cess would absorb a sum of Rs.1.01 crores (previous year - Rs.0.98 crore).

FINANCE

The fund position of the Company stayed comfortable throughout the financial year 2014-15. As a result, after meeting routine capital expenditure and working capital requirements to support the operations, net interest income for the year was Rs.0.59 crore against Rs.0.50 crore for the previous year.

SHARE CAPITAL

The Company has neither issued any shares with differential voting rights nor granted stock options or sweat equity during the year under review. The Issued and Paid-up Share Capital of the Company remained unchanged during the year and stood at Rs.2.40 crores at the end of the financial year 2014-15.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not extended any loans, given guarantees or provided securities and made investment pursuant to Section 186 of the Companies Act, 2013.

INDUSTRIAL RELATIONS

Industrial relations were cordial throughout the year under review. The Company has entered into a new four year wage agreement with the workers.

SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

Your Company is committed towards excellence in Safety, Occupational Health and Environment. This is also to ensure sustainable business growth. The Company has a well-established Safety, Occupational and Environmental Policy which inter alia ensures safety of public, employees, plant and equipment by ensuring compliance with all statutory rules and regulations on regular basis. Your Company also imparts training to its employees as per the predefined training calendar, carries out statutory safety audits of its facilities as per legal requirement and promotes eco-friendly activities. In reiteration of its commitment to improve the well being of the employees, Medical Check-ups, both curative and preventive have been organized regularly, including educating the employees on Industrial Hygiene at the work place. The Company's Plant is ISO 14001 : 2004 and OHSAS 18001 : 2007 certified.

CORPORATE SOCIAL RESPONSIBILITY

Keeping with the Company's core value of Good Corporate Citizenship, your Company is committed to display its social responsibility by taking various initiatives benefiting the society at large. These initiatives include organizing plantation of trees at various locations, awareness campaign on ill effects of tobacco, organizing medicines, beds and sheets to destitute people's home etc.

During the year under review, the Company was not covered under the provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously taking various initiatives to reduce the consumption of electricity and water.

DIRECTORS

Shri S.C.Bhargava, consequent to not seeking the re-appointment, ceased to be Director of the Company with effect from the last Annual General Meeting of the Company held on 31st July, 2014. Consequent to their resignations, Shri Sanjeev Goyle and Shri G.Rathinam ceased to be Directors of the Company with effect from 13th June, 2014 and 29th January, 2015 respectively. Your Board has placed on record its deep appreciation of the contributions of Shri Bhargava, Shri Goyle and Shri Rathinam as Directors of the Company.

As shared in the last year's Directors' Report, consequent upon their resignations, Dr. Pawan Goenka and Shri V.S.Parthasarathy ceased to be Directors of the Company with effect from 9th April, 2014 and 29th April, 2014 respectively and Shri S.Durgashankar joined the Company's Board with effect from 18th June, 2014. Further, Members also approved the appointment of Shri Hardeep Singh and Smt. Neera Saggi as Independent Directors under the Companies Act, 2013 for a period of 5 years, not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Consequent to the desire expressed by Shri Rajesh Jejurikar to step down from the Chairmanship of the Company, the Board of Directors in their meeting held on 29th January, 2015 has appointed Shri Hardeep Singh as Chairman of the Company in place of Shri Jejurikar.

In terms of Section 152 of the Companies Act, 2013, Shri A.K.Mahajan shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee (NRC), framed policies on appointment of Directors and Senior Management and their remuneration. The NRC reviews and assesses Board composition and recommends the appointment of new Directors as and when required. In evaluating the suitability of individual Board member, the NRC takes into account the criteria as laid down in the policy. Based on recommendation of the NRC, the Board evaluates the candidature and decides on the selection of the appropriate member. The NRC identify persons who are qualified to become Executive Director(s) and who may be appointed in senior management team. The NRC also decides the basis for determining the compensation, both Fixed and Variable, to the Non-Executive Directors, including Independent Directors, whether as commission or otherwise. The remuneration to Executive Director(s), if any, is recommended by NRC to the Board. The remuneration consists of both fixed compensation and variable compensation as approved by the Board within the overall limits specified in the Shareholders resolution.

DIRECTORS' MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors in terms of Section 134(3)(c) of the Companies Act, 2013 state that:

a) in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b) in the selection of the accounting policies, consulted the Statutory Auditors and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for 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, which are adequate and operating effectively;

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

AUDIT COMMITTEE

The Audit Committee comprises Shri Hardeep Singh (Chairman) and Shri Rajesh Jejurikar and Smt. Neera Saggi as other members. All the recommendations made by the Audit Committee were accepted by the Board.

KEY MANAGERIAL PERSONNEL

Shri Arun Arora, Manager, Shri Rajesh K Kapila, Company Secretary and Shri Kulvinder S Dhiman, Chief Financial Officer of the Company are the Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013. While Shri Kapila was already in the office as Company Secretary before the commencement of the Companies Act, 2013, the Board appointed Shri Arun Arora as Manager and Shri Kulvinder S Dhiman as Chief Financial Officer with effect from 29th April, 2014. Further, the Members also approved the appointment of Shri Arun Arora as Manager of the Company for a period of 5 years.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has laid down adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no material weakness in their operating effectiveness was observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The policy is posted on the website of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year 2014-15 were in the ordinary course of the business and were on arm's length basis. There were no materially significant related party transactions made by the Company which may have a potential conflict of the interest with its Promoters, Directors, Key Managerial Personnel or other persons. All such Related Party Transactions are placed before the Audit Committee for approval, wherever applicable. Details of related parties and transactions with them are covered at Note 2.27 of the Annual Accounts.

AUDITORS

M/s J.S. Chopra & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Members are requested to appoint Auditors and fix their remuneration.

The Audit Report issued by the Auditors of the Company forms part of the Annual Report and does not contain any qualification, reservation or adverse remark.

COST AUDITORS

Pursuant to Section 148(3) of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors on the recommendation of Audit Committee has appointed M/s Aggarwal Vimal & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year ending on 31st March, 2016. M/s Aggarwal Vimal & Associates have confirmed that their appointment, if approved, will be within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from disqualification specified under Section 141(3) of the Companies Act, 2013.

The Cost Audit Report for the financial year ended 31st March, 2014 was filed within the due date on 24th September, 2014.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s A.Arora & Co., a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure B.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of the above activities stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C.

DE-RECOGNITION OF DELHI STOCK EXCHANGE

Members are aware that the Company's equity shares were listed exclusively at Delhi Stock Exchange (DSE). However, the Securities and Exchange Board of India (SEBI) vide its order dated 19th November, 2014 had withdrawn the recognition of DSE. In the back drop of these developments, the Company is taking initiatives to get its equity shares listed at one of the nationwide stock exchange.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

ACKNOWLEDGMENT

Your Directors would like to thank various Government Authorities and Banks for the cooperation extended by them and also take this opportunity to express their deep sense of appreciation to all the stakeholders of the Company for the support provided by them during the year. The Directors also place on record the appreciation to all the employees of the Company for the efforts put in by them.

FOR AND ON BEHALF OF THE BOARD

Place : Mumbai HARDEEP SINGH Date : 27th April, 2015 Chairman

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