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Directors Report of Sharda Motor Industries Ltd.

Mar 31, 2023

Yourâs directors have pleasure in presenting the Thirty-Eighth 38^th Board Report on the business and operations of the Company together with the financial statements for the financial year ended on 31^st March, 2023.

Financial Summary

Rs. In Lakhs
Particular	Standalone		Consolidated
	Year Ended March 31, 2023	Year Ended March 31, 2022	Year Ended March 31, 2023	Year Ended March 31, 2022
Revenue from operations	2,69,993.58	2,25,531.32	2,69,993.58	2,25,531.32
Other Income	4,173.65	2,953.61	4,173.65	2,953.61
Total Revenue	2,74,167.23	2,28,484.93	2,74,167.23	2,28,484.93
Profit before Financial Charges, Depreciation	32,349.66	25,732.38	32,349.66	25,732.38
Less: Financial Costs	191.22	147.50	191.22	147.50
Profit before Depreciation, Exceptional Items & Taxes	32,158.44	25,584.88	32,158.44	25,584.88
A. Depreciation	4,627.19	4,065.09	4,627.19	4,065.09
B. Exceptional items	-	-	-	-
Taxation
- Current Tax	7,173.61	5,539.88	7,173.61	5,539.88
- Deferred Tax Charged/ (Released)	(184.89)	(169.58)	(184.89)	(169.58))
Profit for the year before share of profit/ (loss) of associates and joint venture	20,542.53	16,149.49	20,542.53	16,149.49
Share of profit/(loss) of associate (net of tax)	-	-	11.46	(17.85)
Share of profit/(loss) of Joint venture (net of tax)	-	-	279.41	(1,210.13)
Profit for the year	20,542.53	16,149.49	20,833.40	14,921.51
Other comprehensive income (net of tax)	85.88	64.78	85.88	64.78
Add: Profit brought forward from previous year	38,356.41	22,924.08	35,668.86	21,464.51
Profit available for appropriation	58,984.82	39,138.35	56,588.14	36,450.80
Appropriations
Dividend	2,423.13	781.94	2,423.13	781.94
Transferred to General Reserves	-	-	-	-
Balance carried forward to Balance Sheet	56,561.69	38,356.41	54,165.01	35,668.86
Paid-up equity share capital (Face value of Rs. 2/- each)	594.63	594.63	594.63	594.63

Operational Performance

Consolidated performance

During the year under review, the total revenue from operations and other income was Rs. 2,74,167.23 Lakhs as against Rs. 2,28,484.93 Lakhs of previous year. Profit before taxation was Rs. 27,822.12 Lakhs as against Rs. 20,291.81 Lakhs of previous year (i.e., Increased by approx. 37.10%) during the year whereas the finance cost has been increased to Rs. 191.22 Lakhs from Rs. 147.50 Lakhs. Net Profit after taxes of the Company has Increased by approx. 39.60% year on year basis.

Reserves

During the year under review, the Company has not transferred any amount to the reserves.

Change in the Nature of Business

During the year under review; the Company has not changed the nature of its Business.

Share Capital

There was no change in the share capital during the year under review.

Further, in pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and SEBI Notification no. SEBI/ LAD-NRO/GN/2022/66 dated January 24, 2022) and related circulars thereafter, the were no securities during the year under review, required to be transferred into demat suspense account or unclaimed suspense account and disclosure is not applicable for the period ended 31^st March, 2023

Subsidiary, Joint Arrangements and Associate Companies

During the year under review, no Company has become or ceased to be Subsidiary, JV or Associate the Company. The details of Subsidiary, Joint Venture and Associate Companies is as under :

Subsidiary Company

Uddipt Mobility Private Limited Associate Company

Relan Industries Finance Limited Joint Venture Company

Exhaust Technology Private Limited Financial Performance, percentage of Holding and other financial parameters for the FY 2022-23 of the Subsidiary, Associates and Joint Venture Companies are disclosed in the financial statements which form part of this annual report. A statement in form

AOC-1, containing the salient features of the financial statements of the joint venture and associate company is provided as Annexure I.

Dividend and Dividend Distribution Policy

Based on the financial performance of the Company, the Board of Directors of the Company at its Meeting held on 18^th May, 2023, has recommended a final dividend of Rs. 17.27/- per equity of face value of Rs. 2 each i.e. 864 percent on the paid-up share capital, for the FY 2022-23.

The Dividend Distribution Policy of the Company is available on the Companyâs website at: https://www. shardamotor.com/wp-content/uploads/2021/07/ DIVIDEND-DISTRIBUTION-POLICY.pdf

The said Policy shall provide the Shareholders understanding the Dividend aspect of the Company with the following parameters:

â¢ the circumstances under which the shareholders of the listed entities should or should not expect dividends;

â¢ the financial parameters that shall be considered while declaring dividend;

â¢ internal and external factors that shall be considered for declaration of dividend;

â¢ policy as to how the retained earnings shall be utilised; and

â¢ parameters that shall be adopted with regard to various classes of shares.

Directors and Key Managerial Personnel

The existing composition of the Board is fully in conformity with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) including any statutory modification(s) /amendment(s) thereof for the time being in force. The detail composition of Board Committees thereof is given the Corporate Governance Report forming part of this Board Report.

Further, all the Directors of the Company have given the declaration that they are not debarred from being appointed / re-appointed or continuing as Director of the Company by the virtue of any Order passed by the SEBI, Ministry of Corporate Affairs or any such Statutory Authority. All the Independent Directors meet/fulfills the criteria/conditions of Independence as prescribed under the Companies Act and Listing Regulations and are Independent of the Management of the Company.

The Company has received the declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made there under along with declaration for compliance with clause 16 of the Listing Regulations.

During the year under review, the shareholders of the Company at its 37^th Annual General Meeting have approved the following:

â¢ Smt. Sharda Relan, Director of the Company liable to retire by rotation was re-appointed as Non - Executive Director of the Company.

In pursuant to section 152 of the Companies Act, 2013, the Board of Directors of the Company at its Meeting held on 10^th August, 2023 has considered and recommended the re-appointment of Shri Nitin Vishnoi, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, considering that, being eligible he offered himself for re-appointment.

A brief profile of the above-mentioned director seeking re-appointment at the ensuing 38^th Annual General Meeting (38^th AGM) of the Company has been provided in the Explanatory Statement of the Notice of this AGM. In compliance with the provisions of the Companies Act, 2013, Listing Regulations and other applicable provisions, if any, the required consents/declarations showing the willingness and confirming that he is eligible and not disqualified from being appointed / re-appointed / continued as Director was duly received from him.

Further due to the sad demise of Shri Satinder Kumar Lambah, Non-Executive Independent Director on 30^th June, 2022, he ceases to be associated as âNonExecutive Independent Directorâ of the company, and Chairperson of the Stakeholdersâ Relationship Committee, Nomination & Remuneration Committee, and member of the Audit Committee, the Corporate Social Responsibility Committee and the Risk Management Committee of the Company. He has been associated with the Company since 2016 and have given remarkable contribution vide suggestions and recommendations given by them. We can testify to his sincerity, abilities, knowledge and professionalism.

All the Non-Executive Directors have extensive business experience and are considered by the Board to be independent in character and judgment of the management of the Company and free from any business or other relationship, which could

materially interfere with the exercise of their independent judgment and had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Shri Sriniwasan Narasimhan, Chief Financial Officer of the Company ceased to be associated with the Company w.e.f. 14^th November, 2022 and Shri Puru Aggarwal has been appointed as the President and Group Chief Financial Officer w.e.f. 14^th November, 2022.

During the year under review, except for the above-mentioned, there was no change in the Directorship & Key Managerial Personnel(s) of the Company.

Number of Meetings of the Board

The number of Board and committee meetings including the date of the meeting and attendance thereof by each director during the year is given in the Report on Corporate Governance that forms part of this Annual Report. The compliance of intervening gap between any two meetings was well within the purview of Companies Act, 2013 & SEBI Listing Regulations, read with Circulars/notifications/ amendments thereof as may be issued/notified by Ministry of Corporate Affairs & SEBI from time to time.

Board-Level Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and other applicable provisions, if any. The Board of Directors (âBoardâ) at its meeting held on 18^th May, 2023 carried out the performance evaluation of its own performance and that of its committees and individual directors.

A suggestive evaluation format (structured questionnaire) for the performance evaluation, based on the approved criteria, was provided to all the Directors for their evaluation and was also placed/presented before the members of the Board to give their comments therein for facilitating the performance evaluation of individual directors, the Board as a whole and its committees.

Based on the above, the performance of the Board was evaluated through the ratings given by each Director based on the structured questionnaire that was prepared after considering the approved criteria such as the Board composition and structure, effectiveness of board processes, contribution toward the development of the strategy etc.

The performance of the committees was also evaluated by the Board after seeking inputs/

ratings from the committee members on the basis of the approved criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board deliberated and found that the overall performance of individual directors and the Board as a whole and its committees were satisfactory.

The Board of Directors has reviewed the performance of the individual directors, including both independent and non-independent, on the basis of the evaluation criteria like qualification & experience, attendance of directors at Board and committee meetings, conflict of interest, effective participation, integrity, knowledge & competencies, domain knowledge, compliance with code of conduct, independent judgment, vision, and strategy etc.

In a separate meeting of independent directors, the performance of non-independent directors, the performance of the Board as a whole, and the performance of the Chairperson were evaluated taking into account the views of executive directors and non-executive directors. The same was discussed in the next board meeting held after the meeting of the independent directors held on 27^thMarch, 2023 at which the performance of the Board, its committees and individual directors was also discussed.

The Directors expressed their satisfaction with the evaluation process. The Board also noted that the Independent Directors fulfill the independence criteria as specified in the Listing Regulations and are Independent of the Management of the Company.

Nomination, Remuneration & Evaluation Policy

Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, the nomination and remuneration policy of the Company lays down the criteria for determining qualifications, competencies, positive attributes, and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, Key Managerial Personnel(s) (âKMPâ) and other employees is available on the Companyâs website at https://www.shardamotor.com/wp-content/uploads/2018/08/NRC-policy.pdf

Audit Committee

The audit committee comprises four members out of which three are independent directors including

Shri Kishan N Parikh, an Independent Director, who is the Chairperson of the Committee. Smt. Sharda Relan, Non-Executive Director of the Company is also a Member of the Committee. All the members of the committee have adequate financial & accounting knowledge and background. Detailed information regarding the number of committee meetings, terms of reference, etc. is provided in the Corporate Governance Report forming part of this annual report. All recommendations of the Audit Committee, whenever made, were accepted by the Board during the FY 2022-23

Auditors

Statutory Auditors & Auditors Reports

Pursuant to the provisions of Section 139 and other applicable provisions of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. S. R. Dinodia & Co., LLP, Chartered Accountants (Firm Registration No. 001478N/N500005) were appointed by the Members as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, from the conclusion of the 37^th Annual General Meeting of the Company held on 20^th September, 2022, till the conclusion of 42^nd Annual General Meeting of the Company to be held in the year 2027.

During the year under review, there was no incident related to fraud that was reported to the Audit Committee or Board of Directors under section 143(12) of the Companies Act, 2013 by the Statutory Auditors of the Company. Hence, no detail is required to be disclosed under Section 134(3)(ca) of the said Act. The Auditorsâ Reports (Standalone & Consolidated) to the Shareholders does not contain any qualification, reservation or adverse remarks. The notes on Financial Statement referred to in the Auditorsâ Report are self-explanatory and do not require any further comments.

Secretarial Auditors & Auditors Reports

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, is any, the Board of Directors has appointed M/s.VKC & Associates, Company Secretaries in practice, bearing CP. No. 4548 as Secretarial Auditor of the Company, to conduct Secretarial Auditor the Company for the FY 202223. The Secretarial Audit Report for the FY ended 31^st March, 2023, is annexed herewith marked as Annexure II to this Report.

Further, the Board of Directors of the Company at its Meeting held on 10th August, 2023, has

considered and approved the appointment of M/s. VKC & Associates, Company Secretaries in practice, bearing CP. No. 4548 as Secretarial Auditor of the Company for the FY 2023-24.

Cost Auditors & Cost Audit Report

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, and based on the recommendation of the audit committee, the Board of Directors of the Company has appointed M/s. Gurdeep Singh & Associates (holding M. No. 9967) as Cost Auditors of the Company for conducting the cost audit for the FY 2022-23, considering that the remuneration has also been approved by the members at the 37^thAnnual General Meeting. The Company has also received a letter from Cost Auditors of the Company to the effect that their, appointment is within the limits prescribed as per the Companies Act, 2013 and are not disqualified from being appointed as Cost Auditors of the Company.

Further, the Board of Directors of the Company at its Meeting held on 10th August, 2023, has considered and approved the appointment of M/s. Gurdeep Singh & Associates (holding M. No. 9967) as Cost Auditors of the Company for conducting the cost audit for the FY 2023-24 subject to the ratification of remuneration by the members that have been placed before the ensuing 38^th Annual General Meeting.

Further, on the recommendation of the Audit Committee, the Company has made and maintained all such accounts and cost records, as specified in section 148 of the Companies Act, 2013 read with sub-rule (5) of rule 8 of the Companies (Accounts) Rules, 2014.

Employees Stock Option Scheme

In view of retaining the talented and motivating the employees to perform better and improve shareholdersâ value of the Company, the Shareholders of the Company vide. shareholders resolution passed through postal ballot on July 8, 2022 has considered and approved the âSharda Motor Industries Limited Stock Option Scheme 2022â (âSchemeâ), therefore based on the approvals / recommendations of Board of Director & Nomination & Remuneration Committee of the Company (at their Meeting held on May 27, 2022), the Company is looking forward with the filing of Application seeking the in-principal approval. The brief outlines of the Scheme are as:

1. Persons eligible for Scheme: Employees of the Company working in India / Outside India

and shall be Tenure, Performance and the contribution of the Employee to the growth of the Company.

2. Total number of shares reserved under the scheme and under grant: The Nomination and Remuneration Committee may from time-to-time Grant Options to one or more Employee(s), which may include recurring Options to the same Employee. The aggregate number of Shares underlying an Option that may be granted under the Plan shall be decided by the Nomination and Remuneration Committee / shall not exceed 3,00,000 equity shares of face value of Rs. 2, each fully paid up, of the Company. The number of shared entitled the grant are 3,00,000 equity shares of face value of Rs. 2 each fully paid up, of the Company.

3. Pricing: The Exercise Price per Option shall be equal to the Market Price of the Shares on the Grant Date or at such discount to the Market Price as may be determined by the Nomination and Remuneration Committee subject to Applicable Laws.

4. Vesting Period under Scheme: Options granted under ESOP 2022 would vest after expiry of minimum of 1 (One) year but not later than maximum of 6 (Six) years from the Grant Date of such Options. The minimum Vesting Period of one year shall not apply to cases of separation from employment due to death or Permanent Disability.

5. The Exercise Period: Vested Options shall be maximum of 5 (Five) years from the date of Vesting of such Options.

From the date of approval of âSharda Motor Industries Limited Stock Option Scheme 2022â, till the end of FY 2022-23, âNo optionâ was granted therefore disclosure required under 12(9) of the Companies (Share Capital and Debentures) Rule 2014, not applicable.

Application / Any Proceeding under the Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has not made any Application and nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

Valuation

During the year under review, the Company has not performed any Valuation for one time settlement and for taking loan from the Banks or Financial Institutions. Therefore the details of Valuation and

its difference between amount of valuation are not applicable.

Corporate Social Responsibility

The Board of Directors of the Company has majorly identified/approved and complied with the following:

â¢ Identified the Ongoing Projects in which the Company shall undertake its CSR Activities / Obligation through âSharda CSR Foundation Trustâ for the FY 2022-23.

â¢ Opening of âSharda Motor Industries Limited -Unspent CSR Account FY 2022-23â.

â¢ Transferring Unspent CSR Amount that remains unspent for the FY 2022-23 for the utilization of funds over the identified Ongoing Project.

â¢ Devising of Annual Action Plan for carrying out the CSR activities for the FY 2023-24.

Further, the Company has transferred an amount of Rs. 214.06 Lakhs to âSharda Motor Industries Limited - Unspent CSR Account FY 2022-23, indeed to the accomplishment of the CSR Obligations as identified by the CSR Committee & Board of Directors as Ongoing Project i.e. Support Poor, Sharda - Green India Campaign, Sharda - Medicare, Sharda - Clean India Campaign & Sharda - Educate. The said amount shall be utilized in a period of three years for such activities as identified under the aforesaid Ongoing Projects for the FY 2022-23 for the benefit of the Society.

Details of the composition of the Committee, number of meetings, and attendance at the meetings are provided in the Corporate Governance Report forming part of this annual report. The revised Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.shardamotor.com/wp-content/ uploads/2016/07/Corporate-Social-Responsibility-Policy-1.pdf

In terms of Section 135 and rules made thereunder an annual report on CSR activities, expenditure, committee composition etc. is provided as Annexure III to the Directorâs report.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31^st March, 2023 is available on the Companyâs website under Section âAnnouncementâ of the enclosed link: https://www.shardamotor.com/investor-relations/ annual-report/

Particulars of Employees and Senior Management

The details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure-IV.

The statement containing details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure V.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed here with marked as Annexure VI to this Report.

Particulars of Loans, Guarantees or Investments

The particulars of Loans, guarantees, and investments under section 186 have been disclosed in the financial statements.

Particular of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in Form AOC - 2 are appended as Annexure-VII forming part of this report.

The policy on materiality of and dealing with related party transactions is available on the Companyâs website at https://www.shardamotor.com/investor-relations/.

Further, the transactions belonging to the promoter/promoter group holding 10 Percent or more shareholding in the Company are for Shri Ajay Relan, Promoter/ Managing Director of the Company is holding 58.42 Percent of Equity Shares in the Company. The above detail is also provided in the Related Party Disclosures in Note No. 38 of Notes to Financial Statements for the year ended 31^st March, 2023, forms part of this Annual Report.

Corporate Governance

We strive to attain high standards of corporate governance while dealing with all our stakeholders

and have complied with all the mandatory requirements relating to Corporate Governance as stipulated in Para C of Schedule V ofListing Regulation. The âReport on Corporate Governanceâ forms an integral part of this report and is set out as a separate section to this annual report. A certificate from S. R. Dinodia & Co., LLP, Chartered Accountants (Firm Registration No. 001478N/N500005), the Statutory Auditors of the Company, certifying compliance with the conditions of corporate governance stipulated in Para E of Schedule V of Listing Regulations is annexed with the report on corporate governance.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulation, is presented in a separate section forming part of this Annual Report.

Vigil Mechanism

The Company has a vigil mechanism for directors and employees to report their genuine concerns. Vigil Mechanism / Whistle Blower Policy is available on the Companyâs website at http://www. shardamotor.com/wp-content/uploads/2021/08/ Whistle-Blower- Policy.pdf

Public Deposits

During the year under review, the Company has not accepted any deposits from the public covered under chapter V of the Companies Act, 2013 and no amount was outstanding as on the date of Balance Sheet.

Material Changes and Commitments, if any, affecting the Financial Position of the Company

During the year under review, there were no material changes and commitments affecting the financial position of the Company.

The Details of Significant and Material orders passed by the Regulators or Courts or Tribunals

During the year under review, no material orders have been passed by the Regulators/Courts or Tribunals that can impact the going concern status and Companyâs operation in the future.

Risk Assessment, Risk Minimisation Procedure

In line with the new regulatory requirements, the Company has formally framed a Risk Assessment

and Risk Minimisation Procedure to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks. Details on the Companyâs risk management framework, risk evaluation, risk identification, etc. is provided in the Management Discussion and Analysis Report forming part of this report.

Risk Management Committee & Policy

The details regarding the constitution of the Risk Management Committee are provided in the Corporate Governance Report and the Risk Management Policy is available on the Companyâs website at https://www.shardamotor.com/wp-content/uploads/2021/07/Risk-Management-Policy-1.pdf. The said Policy shall provide the Shareholders with the understanding of Risk factors/parameters and its process of monitoring and mitigation.

Disclosure in terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to provide an environment, which is free of discrimination, intimidation and abuse. The Company believes that it is the responsibility of the organisation to protect the dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases.

The Company has put in place a âPolicy on redressal of Sexual Harassment at Work Placeâ as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âSexual Harassment Actâ). As per the policy, employees may report their complaint to the Redressal Committee / Internal Complaints Committee at all the units, constituted with duly compliance under the Sexual Harassment Act.

During the year review, no complaint was received / filed by any person and no complaint is pending to be resolved as at the end of the year.

Business Responsibility and Sustainability Report

In pursuant to the Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company has prepared its first Business Responsibility and Sustainability

Report detailing the various initiatives taken by the Company on the environment, social, governance and various other factors, which form an integral part of Annual Report as Annexure VIII.

Directorsâ Responsibility Statement

In terms of Section 134(3)(c) read with 134(5) of the Companies Act, 2013, it is hereby stated that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^stMarch, 2023 and of the profit and loss of the Company for the year ended on that date;

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

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

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

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

Internal Financial Control Systems and their Adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this annual report.

Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company during the year under review.

Impact of Covid-19 Pandemic

The World Health Organisation (WHO) on March 11, 2020, has declared the novel coronavirus (COVID-19)

outbreak a global pandemic. The COVID-19 pandemic has adversely affected the business and industrial activity and caused extraordinary economic disruption worldwide. The Company has been monitoring the situation closely and has taken proactive measures to comply with various directions / regulations / guidelines issued by the Government and local bodies, from time to time, to ensure safety of workforce across all its plants and offices.

The arrival of second wave of COVID-19 pandemic has led to the mass loss of lives creating havoc or panic considering which the Company extended the support to poor / several needful peoples by distributing food / edible at various locations.

The Company has always prioritised health, safety and well-being of its employees, their families, and other stakeholders. The Company has put in place a robust protocol for ensuring workplace safety including sanitisation and social distancing norms and shall continue to strengthen it further, based on the guidelines / directions of Government of India.

Acknowledgments

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilisation of the Companyâs resources for sustainable and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their dedication, hard work, commitment and collective team work, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its Customers and also extend their appreciation to Bankers, various departments of Central and State Government(s) and other stakeholders.

On behalf of the Board of Directors For Sharda Motor Industries Limited

Sharda Relan Ajay Relan

Co-Chairperson Managing Director

(DIN:00252181) (DIN:00257584)

Date : 10^th August, 2023 Place : New Delhi

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the Thirty three (33) Directorsâ Report on the business and operations of the Company together with the financial statements for the financial year ended on 31^st March, 2018.

FINANCIAL SUMMARY

(Rs. in Lakhs)

Particular	Standalone		Consolidated
	Year Ended 31^st March, 2018	Year Ended 31^st March, 2017	Year Ended 31^st March, 2018	Year Ended 31^st March, 2017
Revenue from operations	120,425.88	122,538.86	120,425.88	122,538.86
Other Income	1,780.30	1,385.78	1,699.30	1,304.78
Total Revenue	122,206.18	123,924.64	122,125.18	123,843.64
Profit before Financial Charges, Depreciation	21,205.65	32,718.21	21,124.64	32,637.22
Less : Financial Costs	213.00	759.57	213.00	759.57
Less : Excise duty	4,881.31	18,350.35	4881.31	18,350.35
Profit before Depreciation, Exceptional Items & Taxes	16,111.34	13,608.29	16,030.33	13,527.30
A. Depreciation	4,377.89	4,979.38	4,377.89	4,979.38
B. Exceptional items	58.73	915.27	58.73	915.27
Taxation
- Current Tax	4,088.59	2,677.43	4,088.59	2,677.43
- Deferred Tax Charged/ (Released)	(274.89)	(639.26)	(274.89)	(639.26)
Profit for the year before share of profit/(loss) of associates and joint ventures	7,861.02	5,675.47	7,780.02	5,594.48
Share of profit/(loss) of associates (net of tax)	-	-	879.32	374.59
Share of profit/(loss) of Joint venture (net of tax)	-	-	137.78	120.49
Profit for the year	7,861.02	5,675.47	8,797.12	6,089.56
Add: Profit brought forward from Previous year	6915.96	2135.11	8936.06	3764.25
Profit available for appropriation	14,776.98	7,810.58	17,733.18	9,853.81
APPROPRIATIONS
Proposed Dividend	371.64	371.64	371.64	371.64
Tax on Proposed Dividend	75.67	75.67	75.67	75.67
Interim Dividend	371.64	371.64	371.64	371.64
Tax on Interim Dividend	75.67	75.67	75.67	75.67
Transferred to General Reserves	-	-	-	-
Depreciation Adjustment as per Schedule II of Companies Act, 2013	-	-	-	23.14
Balance carried forward to Balance Sheet	13,882.36	6,915.96	16,838.61	8,936.06
Paid-up equity share capital (Face value of Rs. 10/each)	594.63	594.63	594.63	594.63

The Company has adopted Ind AS with effect from 1st April, 2017 with a transition date of 1st April, 2016. Accordingly the financial statements for the year ended 31st March, 2017 have been re-stated to conform to Ind AS. The reconciliations and descriptions of the effect of the transition from IGAAP to Ind AS have been provided in Note No. 41 (c) of the notes to accounts in the standalone and consolidated financial statements.

OPERATIONAL PERFORMANCE

During the year under review, the total revenue from operations and other income was 122,206.18 Lakhs as against Rs.1,23,924.64 Lakhs of previous year, whereas the net sale (i.e. before tax) was 115,544.57 Lakhs as against Rs.104,188.51 Lakhs of previous year, depicting a growth of 11% . Profit before taxation has increased from Rs. 7,713.64 Lakhs to Rs. 11,674.72 Lakhs (increased by approx 51%) during the year. Finance cost has been reduced to Rs. 213 Lakhs from Rs. 759.57 Lakhs. Net Profit after taxes of the company has increased by approx 39% year on year basis.

During the year under review, company has not changed the nature of business.

DIVIDEND

Your directors are pleased to recommend a final dividend of Rs 6.25/- per equity share i.e. 62.5% for the year ended 31st March, 2018 out of the current yearâs profits, in addition to the Interim Dividend of Rs. 6.25/- per equity share i.e. 62.5% already paid for the year, thus making a total Dividend to Rs.12.50/- per equity share i.e. 125% on the paid up equity shares Rs. 10/- each.

Final dividend of Rs.6.25/-per equity share i.e. 62.5%, if approved at the ensuing Annual General Meeting, shall be paid out of the profits of the Company to those share holders whose name appear in the Register of Members on 20th September, 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The existing composition of the Board is fully in conformity with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

Further, all the independent directors have given a declaration confirming that they meet the criteria of independence as prescribed under the Companies Act and Listing Regulations.

Pursuant to section 152 of the Companies Act, 2013, Shri Rohit Relan (DIN: 00257572) and Shri Bireswar Mitra (DIN: 06958002), directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting.

A brief profile of the above mentioned directors seeking appointment/re-appointment at the ensuing Annual General Meeting of the Company has been provided in the Notice of the said meeting.

Number of Board and committee meetings including the date of the meeting and attendance thereof by each director during the year is given in Report on Corporate Governance that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

BOARD LEVEL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, The Board of Directors (âBoardâ) at its meeting held on 26th May, 2018, carried out the performance evaluation of its own performance and that of its committees and individual directors.

The performance of the Board was evaluated after taking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, contribution towards development of the strategy etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board of directors, based on the recommendations of Nomination & Remuneration Committee, reviewed the performance of the individual directors, including both independent and non-independent, on the basis of the evaluation criteria like qualification & experience, attendance of directors at Board and committee meetings, conflict of interest, effective participation, integrity, knowledge & competencies, domain knowledge, compliance with code of conduct, independent judgment, vision and strategy etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairperson was evaluated taking into account the views of executive directors and non-executive directors. The same was discussed in the next board meeting held after the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was also discussed.

NOMINATION, REMUNERATION & EVALUATION POLICY

The Policy of the Company on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, is appended as Annexure I to this Report.

AUDIT COMMITTEE

Audit Committee comprises of three members out of which two are independent directors and one is executive director. Shri Kishan N Parikh, Independent Director, is the Chairperson of the Committee. All three members of committee have adequate financial & accounting knowledge and background. Detailed information regarding the number of committee meetings, terms of reference etc. are provided in the Corporate Governance Report forming part of this annual report. All recommendations of the Audit Committee, whenever made, were accepted by the Board during the financial year 2017-18.

AUDITORS

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. VKC & Associates, Company Secretaries in practice, bearing CP. No. 4548 as Secretarial Auditor of the Company, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors & Auditors Reports

Pursuant to the provisions of sections 139 and other applicable provisions of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Gupta Vigg & Co., Chartered Accountants (Firm Registration No. 001393N) were appointed by the Members as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, from the conclusion of the 32nd Annual General Meeting of the Company held on 30th August, 2017 till the conclusion of 37th Annual General Meeting of the Company to be held in year 2022.

Further the Statutory Auditors have confirmed that they are not disqualified from being continued as Statutory Auditors of the Company in terms of the provisions of Section 139(1), Section 141(2) and Section 141(3) of the Act and the other applicable provisions of the Companies (Audit and Auditors) Rules, 2014.

Pursuant to an amendment in Section 139 of the Companies Act, 2013, ratification of appointment of statutory Auditor is no more required at each Annual general Meeting (âAGMâ), accordingly the same has not been taken up at this AGM.

During the year under review there was no incident related to fraud which was reported to the Audit Committee or Board of Directors under section 143(12) of the Companies Act, 2013 by the Statutory Auditors of the Company. Hence, no detail is required to be disclosed under Section 134 (3) (ca) of the said Act. The Auditorsâ Reports (Standalone & Consolidated) to the Shareholders does not contain any qualification, reservation or adverse remarks. The notes on financial Statement referred to in the Auditorsâ Report are self-explanatory and do not require any further comments.

Cost Auditors & Cost Audit Report

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and based on the recommendation of audit committee, the Board of Directors of the Company has appointed M/s. Gurdeep Singh & Associates, Cost Accountants (holding M.No. 9967) as Cost Auditors of the Company for conducting the cost audit for the Financial Year 2018-19, subject to ratification of remuneration by the members in the ensuing Annual General Meeting. The Company has received a letter from Cost Auditors of the Company to the effect that there, appointment is within the limits prescribed as per the Companies Act, 2013 and are not disqualified from being appointed as Cost Auditors of the Company .

Further the Company has made and maintained all such accounts and cost records, as specified in section 148 of the Companies Act, 2013 read with sub rule (5) of rule 8 of the Companies (Accounts) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, your company undertook several projects and programmes based on the recommendation of the Corporate Social Responsibility Committee of the Company especially in the area of Education & Healthcare. Your Company is committed towards making a sustainable impact on the society through its CSR projects and programmes in the long term.

Company through its philanthropic arm, Sharda CSR Foundation Trust, has sponsored various projects like Blood Donation Camps, Toilet Construction in the poor rural sectors, Stationary donation and infrastructure development to the low income government schools, blanket distribution to the poor and needy people of slum communities. The Company is moving rapidly towards achieving its goal by increasing the pace of the activities at various levels.

CSR Committee of the Company has identified certain long term projects and programmes which will be focused in the coming years in the area of education & healthcare. These can be implemented through Sharda CSR Foundation Trust or any other implementing agency in the most effective way to reach the society at large.

Details of composition of Committee, no. of meetings, attendance at the meetings, are provided in the Corporate Governance Report forming part of this annual report. Corporate Social Responsibility Policy of the company is available on the website of the Company (www.shardamotor.com).

In terms of Section 135 and rules made thereunder an annual report on CSR activities, expenditure, committee composition etc. is provided as Annexure III to the Directorâs report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure IV to the Directorsâ report

PARTICULARS OF EMPLOYEES

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

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed herewith marked as Annexure VII to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, guarantees and investments under section 186 have been disclosed in the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in Form AOC - 2 are appended as Annexure VIII forming part of this report.

CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while dealing with all our stakeholders and have complied with all the mandatory requirements relating to Corporate Governance as stipulated in Para C of Schedule V of Listing Regulation. The âReport on Corporate Governanceâ forms an integral part of this report and is set out as separate section to this annual report. A certificate from M/s. Gupta Vigg & Co., Chartered Accountants, the statutory auditors of the Company, certifying compliance with the conditions of corporate governance stipulated in Para E of Schedule V of Listing Regulations is annexed with the report on corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

VIGIL MECHANISM

The Company has a vigil mechanism for directors and employees to report their genuine concerns. Vigil Mechanism / Whistle Blower policy is available on the Companyâs website www.shardamotor.com.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public covered under chapter V of the Companies Act, 2013 during the year under review and no amount was outstanding as on the date of Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments, which affect the financial position of the Company, have occurred between the end of the financial year under review and the date of this report.

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

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

However, during the financial year 2017-18, several interim orders have been passed by the Honâble National Company Law Tribunal, New Delhi (Honâble NCLT) in respect of petition was filed against the Company by Shri Rohit Relan, non-executive director of the Company along with his wife and sons, under section 241, 242 read with section 244 of the Companies Act, 2013. Honâble NCLT has reserved the final order till the date of this report.

Further during the year, the Company has filed a petition under Section 241, 242 and/ or other applicable provisions of the Companies Act, 2013 against Toyo Sharda India Pvt. Ltd. & Others, before the Honâble NCLT. Several Interim Orders have been passed by the Honâble NCLT in this regard; however no final order has been passed till the date of this report.

Copies of the above mentioned interim orders are available on the website of the Company www.shardamotor.com and also on the websites of the National Stock Exchange of India Limited and BSE Limited.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, there is no change in the status of subsidiary/ joint ventures/ associate companies. Financial performance of the Associate and Joint Venture Companies are disclosed in the financial statements forming part of this annual report. A statement in form AOC-1, containing the salient features of the financial statements of the joint ventures/ associate companies is provided as Annexure IX.

RISK ASSESSMENT AND RISK MINIMIZATION PROCEDURE

In line with the new regulatory requirements, the Company has formally framed a Risk Assessment and Risk Minimization Procedure to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks.

Details on the Companyâs risk management framework, risk evaluation, risk identification etc. is provided in the Management Discussion and Analysis Report forming part of this report.

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to provide an environment, which is free of discrimination, intimidation and abuse. The Company believes that it is the responsibility of the organisation to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases.

The Company has put in place a âPolicy on redressal of Sexual Harassment at Work Placeâ as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âSexual Harassment Actâ). During the year, the Company has conducted an awareness programme against the sexual harassment. As per the policy, any employee may report his / her complaint to the Redressal Committee / Internal Complaints Committee, constituted with duly compliance under the Sexual Harassment Act, for this purpose to their Manager or HR personnel. We affirm that adequate access has been provided to any complainant who wished to register a complaint under the policy, but no complaint was received during the year under review.

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134(3) (c) read with 134(5) of the Companies Act, 2013, it is hereby stated that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit and loss of the company for the year ended on that date;

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

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this annual report.

SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilization of the Companyâs resources for sustainable and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their total dedication, hard work, commitment and collective team work, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its customers, Your Directors also extend their appreciation to Bankers, Credit rating Agencies and various departments of Central and State Government(s).

Your Directors also would like to thank all the shareholders for their continued support & co-operation.

On behalf of the Board of Directors

For Sharda Motor Industries Limited

Sharda Relan Ajay Relan

Date : 3rd August, 2018 Co-Chairperson Managing Director

Place : New Delhi (DIN:00252181) (DIN:00257584)

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the Thirty Second (32^nd) Directorsâ Report on the business and operations of the Company together with the financial statements for the financial year ended on 31^st March, 2017.

FINANCIAL SUMMARY

(Rs. in Lakhs)

Particular	Standalone		Consolidated
	Year Ended 31^st March, 2017	Year Ended 31^st March, 2016	Year Ended 31^st March, 2017	Year Ended 31^st March, 2016
Revenue from operations	1,04,261.18	92,684.70	104,925.41	92,732.41
Other Income	1,119.78	1,405.12	1,038.21	1,326.88
Total Revenue	1,05,380.96	94,089.82	105,963.62	94,059.29
Profit before Financial Charges, Depreciation	14,223.93	11,036.54	14,333.14	10,968.37
Less : Financial Costs	726.51	1,213.19	726.84	1,213.19
Profit before Depreciation, Exceptional Items & Taxes	13,497.42	9,823.35	13,606.30	9,755.18
A. Depreciation	4,979.37	4,421.52	5,005.66	4,432.43
B. Exceptional items	915.27	357.43	915.27	359.25
Taxation
- Current Tax	2,939.79	1,730.00	2984.16	1732.55
- Deferred Tax Charged/ (Released)	(672.07)	(38.02)	(673.62)	(38.02)
- Adjustments for earlier years	(262.36)	(69.98)	(262.36)	(69.98)
Add: Current year profit from associates	-	-	331.50	191.84
Net Profit after Tax	5597.42	3422.40	5,968.69	3,530.79
Add: Profit brought forward from Previous year	1446.15	1,518.37	3,060.56	3,021.00
Profit available for appropriation	7043.57	4,940.77	9,029.25	6,551.79
APPROPRIATIONS
Proposed Dividend	-	371.64	-	371.64
Tax on Proposed Dividend	-	75.67	-	75.67
Interim Dividend	371.64	371.64	371.64	371.64
Tax on Interim Dividend	75.67	75.67	75.67	75.67
Transferred to General Reserves	-	2,600.00	-	2,600.00
Depreciation Adjustment as per Schedule II of Companies Act, 2013	-	-	-	-
Balance carried forward to Balance Sheet	6,596.26	1,446.15	8,581.94	3057.17
Paid-up equity share capital (Face value of Rs. 10/each)	594.63	594.63	594.63	594.63

OPERATIONAL PERFORMANCE

During the year under review, the total revenue from operations and other income was Rs. 1,05,380.96 Lakhs as against Rs. 94,089.82 Lakhs of previous year. Profit before taxation has increased from Rs. 5,044.40 Lakhs to Rs. 7,602.78 Lakhs during the year. Finance cost has been reduced to Rs. 726.51 Lakhs from Rs. 1,213.19 Lakhs. Net Profit after taxes of the company has increased by approx 64% year on year basis.

During the year under review, company has not changed the nature of business.

DIVIDEND

Your directors are pleased to recommend a final dividend of Rs. 6.25 per equity share for the year ended 31st March, 2017 out of the current year''s profits, in addition to the Interim Dividend of Rs. 6.25 per equity share i.e. 62.5% already paid for the year, thus making a total Dividend to Rs. 12.50/- per equity share i.e. 125% on the paid up equity shares Rs. 10/- each.

Final dividend of Rs. 6.25/- per equity share, if approved at the ensuing Annual General Meeting, shall be paid out of the profits of the Company to those share holders whose name appear in the Register of Members on 23^rd August, 2017.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The existing composition of the Board is fully in conformity with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

Shri N. D. Relan (DIN:00240280), Co-Chairperson of the Company, ceased to be a director of the Company due to his sad demise on 2^nd June, 2016. The Board places on record its deep appreciation for the enormous contributions made by him since inception of the Company. During the year under review, Smt. Sharda Relan (DIN:00252181), was appointed as whole-time director and Co-Chairperson of the Company w.e.f. 10^th August, 2016.

Pursuant to the Companies Act, 2013 and Listing Regulations, Shri Satinder Kumar Lambah (DIN:07425155) was appointed as an additional director designated as independent director of the Company on 05^th February, 2016 and subsequently his appointment as a Director (designated as independent director) was approved by shareholders at 31^st Annual General Meeting to hold office for a term of up to five consecutive years on the board of the company.

Further, all the independent directors have given a declaration confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Regulations.

Pursuant to section 152 of the Companies Act, 2013, Smt. Sharda Relan (DIN:00252181) and Shri R. P. Chowdhry (DIN:00337775), directors of the Company, are liable to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

During the year Shri Pradeep Rastogi, Chief Financial Officer of the company, has resigned from the office of Key Managerial Personnel (i.e CFO) w.e.f. 10^th August, 2016 and Shri Vivek Bhatia has been appointed as Chief Financial Officer at his place w.e.f. 10^th August, 2016.

A brief profile of the above mentioned directors seeking appointment/ re-appointment at the ensuing Annual General Meeting of the Company has been provided in the Notice of the said meeting.

BOARD LEVEL PERFORMANCE EVALUATION

The Board of directors has carried out an annual evaluation of its own performance and that of its committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Listing Regulations.

NOMINATION, REMUNERATION & EVALUATION POLICY

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, is appended as Annexure I to this Report.

AUDIT COMMITTEE

AUDITORS Secretarial Auditors

The Board has appointed M/s. VKC & Associates, earlier known as M/s. V. K. Chaudhary & Co., (Company Secretaries in practice holding CP. No 4548) to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended 31^st March, 2017 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors

M/s. S.R. Dinodia & Co. LLP, Chartered Accountants (Registration No. 01478N/N500005), Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting. The Company has received the consent from M/s. Gupta Vigg & Co., Chartered Accountants (Registration No. 001393N) and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Companies Act 2013 (âActâ) and rules made thereunder and that their appointment, if made, will be within the prescribed limits under the Act. Accordingly, the Audit Committee and the Board of directors have recommended the appointment of M/s. Gupta Vigg & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office from the ensuing Annual General Meeting till the conclusion of the 37^th Annual General Meeting on remuneration to be decided by the Board or Committee, subject to ratification by the shareholders at every Annual General Meeting. The first year of audit will be of the financial statement of the year ending 31^st March, 2018.

There was no incident related to fraud during the financial year, which was reported to the Audit Committee or Board of Directors under section 143(12) of the Companies Act 2013 by the Statutory Auditors of the Company. Auditors'' report is self-explanatory and therefore does not require further comments and explanation.

Cost Auditors

Based on the recommendation of audit committee, M/s. Gurdeep Singh & Associates, Cost Accountants (holding M.No. 9967, being eligible have been re-appointed by the Board as the Cost Auditors of the Company for the financial year 2017-18 subject to ratification of remuneration by the members in the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their re-appointment would be within the limits prescribed under Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of section 141 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

Your company is committed towards the goal of sustainable development for improving the education and health of under privileged children of the society. The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance the overall performance of the Company.

During the year under review, Corporate Social Responsibility Committee was re-constituted due to the sad demise of Shri N. D. Relan, Chairman of the Committee. Shri Ajay Relan & Shri Satinder Kumar Lambah were inducted as the new committee members and Smt. Sharda Relan was appointed the Chairperson of the Committee w.e.f. 10^th August, 2016. Details of composition of Committee, no. of meetings, attendance at the meetings, are provided in the Corporate Governance Report forming part of this annual report. Corporate Social Responsibility Policy of the company is available on the website of the Company (www.shardamotor.com).

Your Company has identified various projects and programs where it can possibly contribute under its CSR initiatives. During the financial year 2016 17, Sharda CSR Foundation Trust, philanthropic arm of the Company, has organized blood donation camps in all the units of the Company across India, aiming to fulfill its goals of better healthcare. The Company has also taken firm steps for the infrastructure development in government schools for improving the primary education in the urban and semi-urban parts of the Country, preferably where the company operates, and has started funding to them.

CSR expenditure of the Company during the current financial year has increased almost by fifty percent and will continue to grow as more programmes will be rolled down in the coming years and the Company will widen its area of coverage.

In terms of Section 135 and rules made there under an annual report on CSR activities, expenditure, committee composition etc. is provided as Annexure III to the Director''s report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure IV to the Directors'' report.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director to the median employeeâs remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure V.

The statement containing name and particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure VI.

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

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed herewith marked as Annexure VII to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, guarantees and investments under section 186 have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in Form AOC - 2 are appended as Annexure VIII forming part of this report.

CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while dealing with all our stakeholders. The âReport on Corporate Governanceâ forms an integral part of this report and is set out as separate section to this annual report. A certificate from M/s. S.R. Dinodia & Co. LLP, Chartered Accountants, the statutory auditors of the Company, certifying compliance with the conditions of corporate governance as stipulated under Listing Regulations is annexed with the report on corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

VIGIL MECHANISM

The Company has a vigil mechanism for directors and employees to report their genuine concerns. Vigil Mechanism/Whistle Blower policy is available on the Companyâs website www.shardamotor.com.

PUBLIC DEPOSITS

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments, which affect the financial position of the Company, have occurred between the end of the financial year under review and the date of this report.

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

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

However, during the financial year 2016-17, a petition has been filed against the Company by Shri Rohit Relan, non-executive director of the Company along with his wife and sons, in the National Company Law Tribunal, New Delhi (NCLT) under section 241, 242 read with section 244 of the Companies Act, 2013. No final order has been passed by the NCLT till the date of this report.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

RISK ASSESSMENT AND RISK MINIMIZATION PROCEDURE

Details on the Company''s risk management framework, risk evaluation, risk identification etc. is provided in the Management Discussion and Analysis Report forming part of this report.

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to provide an environment, which is free of discrimination, intimidation and abuse. The Company believes that it is the responsibility of the organization to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases.

The Company has put in place a âPolicy on redressal of Sexual Harassment at Work Place'' as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âSexual Harassment Actâ). During the year, the Company has conducted an awareness programme against the sexual harassment. As per the policy, any employee may report his / her complaint to the Redressal Committee formed for this purpose or their Manager or HR personnel. We affirm that adequate access has been provided to any complainant who wished to register a complaint under the policy, but no complaint was received during the year under review.

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134(3) (c) read with 134(5) of the Companies Act, 2013, it is hereby stated that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2017 and of the profit and loss 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 have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this annual report.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilization of the Company''s resources for sustainable and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their total dedication, hard work, commitment and collective team work, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its customers i.e. M/s. Hyundai Motor India Ltd., M/s. Mahindra & Mahindra Ltd., Cummins Power Generation, M/s. Tata Motors Ltd., and M/s. Bharat Seats Ltd.

Your Directors also extend their appreciation to Yes Bank Limited, IDFC Bank, Citi Bank, CTBC Bank, State Bank of India and various departments of Central and State Government(s).

Your Directors also would like to thank all the shareholders for their continued support & co-operation.

On behalf of the Board of Directors

For Sharda Motor Industries Limited

Sharda Relan Ajay Relan

Date : 17^th July, 2017 Director Managing Director

Place : New Delhi (DIN:00252181) (DIN:00257584)

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirtieth (30th) Annual Report on the business and Operations of the Company together with the Audited Accounts for the year ended on 31st March 2015.

FINANCIAL RESULTS:

(Rs. In Lacs)

Year Ended 31st Year Ended 31st March 2015 March 2014

Revenue from operations 87454.21 81731.57

Other Income 980.36 1320.09

Total Revenue 88434.57 83051.66

Profit before Financial Charges & Depreciation 10183.57 8388.89

Less : Financial Costs 1539.72 1624.81

Profit before Depreciation & Taxes 8643.85 6764.08

A. Depreciation 5200.49 4555.21

B. Exceptional items - -

Taxation

- Current Tax 276.00 -

- Deferred Tax Charged/ (Released) (445.38) 700.80

- Adjustments for earlier years - 6.58

Net Profit after Tax 3612.74 1501.49

Add: Profit brought forward from Previous year 1758.54 1952.75

Profit available for appropriation 5371.28 3454.24

APPROPRIATIONS

Proposed Dividend 297.32 297.32

Tax on Proposed Dividend 60.87 50.53

Interim Dividend 297.32 297.32

Tax on Interim Dividend 59.45 50.53

Transferred to General Reserves 3000.00 1000.00

Depreciation Adjustment as per Schedule II of Companies Act, 2013 137.95 -

Balance carried forward to Balance Sheet 1518.37 1758.54

OPERATIONAL PERFORMANCE

During the year under review, the gross revenue from operations and other Income for the year was Rs. 88434.57 lacs as against Rs. 83051.66 lacs of previous year. The profit before taxation was Rs. 3443.36 lacs as against Rs. 2208.87 Lacs of previous year. The Accumulated Depreciation and Aggregate Fixed Assets Gross Block were Rs. 26691.04 lacs & Rs. 54599.36 lacs respectively as compared to Rs. 21532.96 lacs and Rs. 52107.94 lacs last year. During the year under review, financial charges had been reduced to Rs. 1539.72 lacs from Rs. 1624.81 lacs.

DIVIDEND

Your Directors are pleased to recommend a total dividend of Rs. 10 per Equity Share i.e. @ 100% on the paid-up Equity Share Capital of the Company for the year ended 31st March 2015, this includes an interim dividend of Rs. 5 per Equity Share i.e. @50% on the Paid-up Equity Share Capital of the Company paid during the year under review.

Final dividend of Rs. 5 per Equity Share, if approved at the ensuing Annual General Meeting, shall be paid out of the profit of the Company to those share holders whose name appear on Register of Member on 19th August' 2015. In respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

The Cash outflow on account of dividend including interim dividend on equity share capital will be Rs. 714.96 Lacs including dividend tax of Rs. 120.32 Lacs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The existing composition of the Company's Board is fully in conformity with the applicable provisions of the Companies Act 2013 and Listing Agreement. Your Company has Nine (9) Directors consisting of Three (3) Independent Directors, Three (3) Non-Executive Directors, Three (3) Whole time Executive Directors including Managing Director as on 31st March, 2015.

Shri Ajay Relan, Managing Director, Shri Pradeep Rastogi, President Legal & CFO and Shri Nitin Vishnoi, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and were already in office before the commencement of the Companies Act, 2013.

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have at least one Woman Director on its Board. Smt. Sharda Relan is the Woman Director on the Board who is the Non-Executive Director.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with stock exchange, Shri Kishan N. Parikh, Shri O. P Khaitan and Prof. Ashok Kumar Bhattacharya were appointed as Independent Directors at the Annual General Meeting of the Company held on 3rd September 2014. The terms and conditions of appointment of independent directors are as per the applicable laws.

Further, all the Independent Directors have declared and affirmed their compliance with the independence criteria as prescribed in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement in respect of their position as an "Independent Director" of the Company.

During the year under review Shri Bireswar Mitra (DIN 06958002), was appointed as an additional director w.e.f. 7th August' 2014 and on 3rd September' 2014, also designed as an Executive Director of the Company. Further in November' 2014, members of the Company had accorded their consent through postal ballot and appointed him as a rotational Director and also an Executive Director.

Shri Udayan Banerjee (DIN No 00339754) resigned as whole-time director with effect from 1st October' 2014. The Board places on record its appreciation for the services rendered by Shri Udayan Banerjee during his tenure with the Company.

In terms of Section 152 of the Companies Act, 2013, Shri R P Chowdhry (DIN: 00337775) and Smt. Sharda Relan (DIN: 00252181), Directors of the Company are liable to retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

A brief profile of the above-named Directors seeking reappointment at the ensuing Annual General Meeting of the Company has been provided in the notice of the Annual General Meeting.

The Board met five (5) times during the financial year, the detailed information on which is given in the Report on Corporate Governance that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

BOARD LEVEL PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance and that of its committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, contribution towards development of the strategy etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board in consultation with Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, contribution at the meetings and otherwise, independent judgment, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE, ETC.

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, is appended as Annexure I to this Report.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of the Companies Act, 2013 & Clause 49 of the Listing Agreement. The Audit Committee at present comprises one Non-Executive Director viz. Smt. Sharda Relan and two Independent Directors viz. Shri O.P. Khaitan (Committee's Chairman) and Shri Kishan N Parikh. All three members of Committee have adequate financial & accounting knowledge and background.

SECRETARIAL AUDIT

The Board has appointed M/s V. K. Chaudhary & Co. (Company Secretaries in practice holding CP. No 4548) to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDITORS & AUDITORS' REPORT

M/s. S.R. Dinodia & Co. LLP (Formerly Known as M/s S.R. Dinodia & Co.), Chartered Accountants (holding Registration No. 001478N/ N500005), Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting ("AGM") and being eligible, offers themselves for re-appointment, The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Companies Act 2013 ("Act") and rules made thereunder and that their appointment, if made, will be within the prescribed limits under the Act. Accordingly the Audit Committee and the Board of Directors has recommended the re-appointment of M/s. S.R. Dinodia & Co. LLP (Formerly Known as M/s S.R. Dinodia & Co.), Chartered Accountants as the Statutory Auditors of the Company to hold office from the ensuing AGM till the conclusion of the next AGM on remuneration to be decided by the Board or Committee thereof to the shareholders for approval.

Auditors' report is self-explanatory and therefore does not require further comments and explanation.

COST AUDITORS

The Company appointed M/s Gurdeep Singh & Associates as Cost Auditors for the financial year 2014-15, though it was not applicable for that year. Based on the recommendation of Audit Committee, M/s Gurdeep Singh & Associates( holding M No. 9967), Cost Accountants, 3238, Ranjit Nagar, Near Metro Station, Patel Nagar, New Delhi-110008, India, being eligible have been appointed by the Board as the Cost Auditors of the Company for the Financial Year 2015-16 subject to ratification of remuneration by the Members. The Company has received a letter from them to the effect that their reappointment would be within the limits prescribed under Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of section 141 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility Committee was constituted on 22nd May, 2014 comprising of Shri N.D. Relan as Chairman, Smt. Sharda Relan and Shri Kishan N Parikh, as members of the Committee. The Committee met once during the year on 10th February' 2015 to inter-alia finalize the Corporate Social Responsibility Policy ("CSR Policy").

The terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, attendance of the Directors are given separately in the attached Corporate Governance Report.

The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. In structuring its approach to the various aspects of Corporate Social Responsibility, the Company takes into account the guidelines and statements issued by various regulatory bodies.

As per the requirements of Section 135 of the Companies Act, 2013, the Company was required to spend at least two per cent of its average net profits of immediate three preceding financial years, in pursuance of its Corporate Social Responsibility (CSR) Policy. Accordingly, the Company had to spend a minimum of Rs. 59.44 Lacs during the current financial year towards CSR activities. During the current year, the Company has adopted a strategy whereby certain long term programmes will be undertaken by the Company for the social and economic welfare. As the process of evaluating and identifying specific programme is in progress, no amount was spent on CSR during the year ended 31st March 2015. The annual report on CSR activities is appended as Annexure III to the Directors' report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure IV to the Directors' report.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure V.

The statement containing name and particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure VI.

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

The particulars of Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed herewith marked as Annexure VII to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), in prescribed in Form AOC-2, is appended as Annexure VIII.

CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while interacting with all our stakeholders. The "Report on Corporate Governance" forms an integral part of this report and is set out as Annexure IX to this report. The certificate of M/s. S.R. Dinodia & Co. LLP (Formerly Known as M/s S.R. Dinodia & Co.), Chartered Accountants, the statutory auditors of the Company certifying compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement is annexed with the report on corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement is appended as Annexure X to this Report.

VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. Vigil Mechanism is available on the Company's website www.shardamotor.com.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review and has nil fixed deposits outstanding. INDUSTRIAL RELATIONS

During the period under review, the Company maintained healthy, cordial and harmonious industrial relations at all levels.

Your Directors wish to place on record their appreciation of the co-operation, valuable contributions, enthusiasm and unstinting efforts made by the employees of the Company at all levels in the organization and they have ensured the accomplishment of excellent results and achievement by the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

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

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, a Joint Venture company with Name and style of "Toyo Sharda (India) Private Limited" has been incorporated in terms of Joint Venture Agreement with Toyo Seat Co. Ltd., Japan.

RISK ASSESSMENT AND RISK MINIMIZATION PROCEDURE

In line with the new regulatory requirements, the Company has formally framed a Risk Assessment and Risk Minimization Procedure to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks.

Details on the Company's risk management framework, risk evaluation, risk identification etc. is provided in the Mangement Discussion and Analysis Report forming part of this report.

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. The Company believes that it is the responsibility of the organisation to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases.

The Company has put in place a 'Policy on redressal of Sexual Harassment at Work Place' as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act"). As per the policy, any employee may report his / her complaint to the Redressal Committee formed for this purpose or their Manager or HR personnel. We affirm that adequate access has been provided to any complainant who wished to register a complaint under the policy, but no complaint was registered during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3) (c) read with 134(5) of the Companies Act, 2013, it is hereby stated that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2015 and of the profit and loss of the company for the year ended on that date;

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

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

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

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

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilization of the Company's resources for sustainable and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their total dedication, hard work, commitment and collective team work, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its customers i.e. M/s Hyundai Motor India Ltd., M/s Mahindra & Mahindra Ltd., M/ s. Tata Motors Ltd., M/s. Samsung Electronics India Ltd. and M/s. Bharat Seats Ltd.

Your Directors also extend their appreciation to Yes Bank Limited, HDFC Bank, Citi Bank, ICICI Bank Limited, State Bank of India, Punjab National Bank and various Departments of Central and State Government(s).

Your Directors also would like to thank all the shareholders for their continued support & Co-operation.

On behalf of the Board of Directors For SHARDA MOTOR INDUSTRIES LTD.

Place : New Delhi N. D. Relan Ajay Relan Dated : 26th May' 2015 Co-Chairman Managing Director (DIN: 00240280) (DIN: 00257584)

Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Twenty- Ninth Annual Report together with the Audited Accounts for the year ended 31st March'' 2014.

1. FINANCIAL RESULTS: (Rs. In Lacs) Year Ended Year Ended 31.03.2014 31.03.2013

Revenue from operations 81832.88 89833.33

Other Income 1320.09 699.53

Total Revenue 83152.97 90532.86

Profit before Financial Charges, Depreciation 8388.89 9380.93

Less : Financial Costs 1624.81 1093.28

Profit before Depreciation & Taxes 6764.08 8287.65

A. Depreciation 4555.21 576.18

B. Exceptional items - 357.43

C. Taxation Â Current Tax - 1270.00 Â Deferred Tax Charged/ (Released) 700.80 483.24 Â Adjustments for earlier years 6.58 5.82

Net Profit after Tax 1501.49 2594.98

Add: Profit brought forward from Previous year 1952.75 1548.87

Profit available for appropriation 3454.24 4143.85 APPROPRIATIONS

Proposed Dividend 297.32 297.32

Tax on Proposed Dividend 50.53 48.23

Interim Dividend 297.32 297.32

Tax on Interim Dividend 50.53 48.23

Transferred to General Reserves 1000.00 1500.00

Balance carried forward to Balance Sheet 1758.54 1952.75

2. OPERATIONS During the year under review, the gross revenue from operations and other income for the year was Rs. 83152.97 lacs as against Rs. 90532.86 lacs of previous year. The Profit before fnance charges, depreciation and taxation is Rs. 8388.89 Lacs for the financial year under review as against 9380.93 lacs of previous year. The Profit after tax was Rs. 1501.49 lacs as compared to Rs. 2594.98 lacs last year.

3. DIVIDEND

Your Directors are pleased to recommend a total dividend of Rs. 10 per Equity Share i.e. @ 100% on the paid-up Equity Share Capital of the Company for the year ended 31st March 2014, this includes an interim dividend of Rs. 5 per Equity Share i.e. @50% on the Paid-up Equity Share Capital of the Company paid during the year under review.

Final dividend of Rs. 5 per Equity Share, if approved at the ensuing Annual General Meeting, shall be paid out of the Profit of the Company to those share holders whose name appear on Register of Member on 3rd September 2014.

The Cash outflow on account of dividend including interim dividends on equity share capital will be Rs 695.70 Lacs including dividend tax of Rs 101.06 Lacs.

4. DIRECTORS

The newly enacted Companies Act, 2013 and the Revised Clause 49 of Listing Agreements, inter alia, prescribed certain Specific procedures for selection, manner of appointment, roles, functions, duties, remuneration and reappointment of Independent Directors (IDs),

The existing composition of the Company''s board is fully in conformity with the applicable provisions of the Act 2013, and revised

Clause 49 of the Listing Agreement having the following directors as non-executive IDs, namely Shri K N Parikh, Shri O.P Khaitan and Prof. Ashok Kumar Bhattacharya.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term upto five consecutive years on the Board and eligible for re-appointment for the second term on passing special resolutions by the Company. During the period, they will not be liable to ''retire by rotation'' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013.

It is, therefore, proposed to appoint them as IDs for a consecutive period of five years at the AGM. necessary declarations have been obtained from them, as envisaged under the Act 2013. Both the Nomination and Remuneration Committee and the Board also ensured that their appointments as IDs are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the Board, so as to enable the Board to discharge its functions and duties effectively.

In terms of the provisions of sub-Section (6) read with explanation to Section 152 of the Act 2013, two-third of the total number of directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third is liable to retire by rotation at every annual general meeting.

Shri N.D. Relan (holding DIN 00240280) and Shri Rohit Relan (holding DIN 00257572) Directors of the Company, is therefore, liable to retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolutions for their appointment / re-appointment are being placed for approval of the members at the AGM.

The Board, therefore, recommends their appointment /re-appointment as directors of the Company.

5. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 regarding employees is given in Annexure-A forming part of the Directors'' Report.

6. CONSERVATION OF ENERGY

Your Company is not covered by the Schedule of Industries which are required to furnish information in Form ''A'' under Section 217(1)(e) of the Companies Act,1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988.

7. TECHNOLOGY ABSORPTION

The detailed information in this regard is mentioned in Form-''B'' of The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 annexed hereto (Annexure-B).

8. CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has complied with the corporate governance code as stipulated under the Listing Agreement with Stock Exchange.

A separate report of the Directors on Corporate Governance is enclosed (Annexure-C) which forms part of this Annual Report.

A certifcate from CEO and CFO of the Company has been received by the Board certifying the compliances as stipulated in Clause 49 (V) of the Listing Agreement and is annexed as a part of this Annual Report.

The requisite certifcate from Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under the Listing Agreement with the Stock Exchange as a part of Directors'' Report is annexed as Annexure Â ''D''.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information in respect of foreign exchange earnings and outgo is annexed hereto as Annexure-B and forms an integral part of this Report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(I) In the preparation of the annual accounts for the under report, the applicable accounting standards have been followed

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

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

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

12. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the Public during the year under review and has nil fixed deposits outstanding.

13. STOCK EXCHANGE INFORMATION

The Equity Shares of the Company continue to remain listed on the Bombay Stock Exchange Limited and the annual listing fees for the financial year 2014-15, has been paid.

The equity shares of the Company has been Delisted from Delhi Stock Exchange with effect from 28th April, 2014.

14. INDUSTRIAL RELATIONS

During the period under review, the Company maintained healthy, cordial and harmonious industrial relations at all levels.

Your Directors wish to place on record their appreciation of the co-operation, valuable contributions, enthusiasm and unstinting efforts made by the employees of the Company at all levels in the organization and they have ensured the accomplishment of excellent results and achievement by the Company.

15. AUDITORS

M/s S.R. Dinodia & Co. LLP (Formerly Known as M/s S.R. Dinodia & Co.), Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their re-appointment if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. S. R. Dinodia & Co. LLP (Formerly Known as M/s S.R. Dinodia & Co.), Chartered Accountants as the Statutory Auditors of the Company.

16. AUDITORS'' REPORT

The observations of Auditors in their report read with the relevant Notes to Financial Statement are self-explanatory and therefore do not require further explanation.

17. COST AUDITORS

The Board of Director of the Company appointed M/s. Gurdeep Singh Associates, cost Accountants, as cost auditors of the Company for the year ended 31st March'' 2014. The audit reports of the cost accounts of the Company for the year ended 31st March'' 2014 will be submitted to Central Government in due course.

18. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956 (read with Corresponding and Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

19. ACKNOWLEDGEMENTS

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilization of the Company''s resources for sustainable and Profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their total dedication, hard work, commitment and collective team work, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its customers i.e. Hyundai Motor India Ltd., Mahindra & Mahindra Ltd., M/s. Samsung Electronics India Ltd., M/s. Tata Motors Ltd. and M/s. Bharat Seats Ltd.

Your Directors also extend their appreciation to Yes Bank Limited, ICICI Bank Limited, State Bank of India, Punjab National Bank, CITI Bank, HDFC Bank, and various Departments of Central and State Governments.

Your Directors also would like to thank all the shareholders for their continued support & Co-operation.

On behalf of the Board of Directors For SHARDA MOTOR INDUSTRIES LTD.

N. D. Relan Ajay Relan Co-Chairman Managing Director (DIN: 00240280) (DIN: 00257584) Place : New Delhi Dated : 22nd May, 2014

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Twenty-Eight Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Year Ended Year Ended 31.03.2013 31.03.2012

Revenue from operations 89833.33 75142.19

Other Income 699.53 581.50

Total Revenue 90532.86 75,723.69

Profit before Financial Charges, Depreciation, Exceptional items & Taxes 9380.93 7,066.87

Less: Financial Costs 1093.28 933.10

Profit before Depreciation, Exceptional items & Taxes 8287.65 6133.77

A. Depreciation 3576.18 3,126.00

B. Exceptional items 357.43

C. Taxation

Current Tax 1270.00 450.00

Deferred Tax Charged/(Released) 483.24 (199.54)

Adjustments for earlier years 5.82 (3.78)

Net Profit after Tax 2594.98 2761.09

Add: Profit brought forward from Previous year 1548.87 1478.88

Profit available for appropriation 4143.85 4239.97

APPROPRIATIONS

Proposed Dividend 297.32 297.32

Tax on Proposed Dividend 48.23 48.23

Interim Dividend 297.32 297.32

Tax on Interim Dividend 48.23 48.23

Transferred to General Reserves 1500.00 2000.00

Balance carried forward to Balance Sheet 1952.75 1548.87

2. OPERATIONS

During the year under review, the revenue from operations and other income is Rs. 90532.86 lacs as against Rs. 75,723.69 lacs showing an increase of 19.56.% over the previous year''s total revenue. The profit before finance charges, depreciation and taxation is Rs. 9380.93 Lacs for the financial year under review as against 7066.87 lacs for the previous year showing the increase of 32.76 %. Net Profit after Tax is down by 6% due to the higher tax liabilities during the year under review.

3. DIVIDEND

Your Directors are pleased to recommend a total dividend of Rs. 10 per Equity Share i.e. @ 100% on the paid-up Equity Share Capital of the Company for the year ended 31st March 2013, this includes an interim dividend of Rs. 5 per Equity Share i.e. @50% on the Paid-up Equity Share Capital of the Company paid during the year under review.

Final dividend of Rs. 5 per Equity Share, if approved at the ensuing Annual General Meeting, shall be paid out of the profit of the Company to those share holders whose name appear on Register of Member on 2nd September 2013.

The Cash outflow on account of dividend including interim dividends on equity share capital will be Rs 691.10 Lacs including dividend tax of Rs 96.46 Lacs.

4. CRISIL RATING

Your company continued to enjoy "CRISILA1" (pronounced "CRISILA" one) rating forthe captioned Debt Programme instruments, This rating considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk

5. DIRECTORS

During the year under review Shri G.L. Tandon cease to be director of the Company, due to his sad demise. The Board place on record it''s sincere appreciation for the contributions made by him during his tenure on the Board. During the year Shri Lekh Raj Channa was appointed as director of the company, he express his inability to continue as a Director of the Company due to his ill health and resigned w.e.f 30th March, 2013.

The Board has approved the re-appointment of Shri N.D. Relan as a Whole Time Director of the Company, subject to the shareholders'' approval, for a further period of five year with effect from 1 st July 2013.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Smt. Sharda Relan, Shri R. P. Chowdhry and Shri Udayan Banerjee, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting. In terms of clause 49 of the Listing Agreements with the Stock Exchanges, the details of the Directors to be re-appointed are being provided in the Notice of the Annual General Meeting.

6. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 regarding employees is given in Annexure-A forming part of the Directors'' Report.

7. CONSERVATION OF ENERGY

Your Company is not covered by the Schedule of Industries which are required to furnish information in Form ''A under Section 217(1)(e) of the Companies Act,1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

8. TECHNOLOGY ABSORPTION

The detailed information in this regard is provided in Form-''B'' of The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 annexed hereto (Annexure-B).

9. CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has complied with the corporate governance code as stipulated under the Listing Agreements with Stock Exchanges.

A separate report of the Directors on Corporate Governance is enclosed (Annexure-C) which forms part of this Annual Report.

A certificate from CEO and CFO of the Company has been received by the Board certifying the compliances as stipulated in Clause 49 (V) of the Listing Agreements and is annexed as a part of this Annual Report.

The requisite certificate from Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements is annexed to the Report on Corporate Governance.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under the Listing Agreements with the Stock Exchanges as a part of Directors'' Report is annexed as Annexure - ''D''.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO

Astatement containing necessary information in respect of foreign exchange earnings and outgo is annexed hereto asAnnexure-B and forms an integral part of this Report.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(I) In the preparation of the annual accounts for the under report, the applicable accounting standards have been followed

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

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

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

13. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the Public during the year under review and has nil fixed deposits outstanding.

14. STOCK EXCHANGE INFORMATION

The Equity Shares of the Company continue to remain listed on the Delhi Stock Exchange Limited and the annual listing fees for the financial year 2013-14, has been paid. Your directors are pleased to inform that the shares of your companies has got listed on Bombay Stock Exchange on 22nd May, 2013.

15. INDUSTRIAL RELATIONS

During the period under review, the Company maintained healthy, cordial and harmonious industrial relations at all levels.

Your Directors wish to place on record their appreciation of the co-operation, valuable contributions, enthusiasm and unstinting efforts made by the employees of the Company at all levels in the organization and they have ensured the accomplishment of excellent results and achievement by the Company.

16. AUDITORS

M/s S. R. Dinodia & Co. Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their re-appointment if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. S. R. Dinodia & Co. Chartered Accountants as the Statutory Auditors of the Company.

17. AUDITORS''REPORT

The observations of Auditors in their report read with the relevant Notes to Financial Statement are self-explanatory and therefore do not require further explanation.

18. COST AUDITORS

The Board of Director of the Company appointed M/s. Gurdeep Singh Associates, Cost Accountants, as cost auditors of the Company for the year ended 31st March, 2013. The audit reports of the cost audit report of the Company for the year ended 31st March, 2013 will be submitted to Central Government in due course.

19. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provisions of Section 274(1 )(g) of the Companies Act, 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreements.

20. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its customers i.e. Hyundai Motor India Ltd., Mahinda & Mahindra Ltd., M/ s. Tata Motors Ltd., Carrier Air-conditioning and Refrigeration Ltd., M/s. Bharat Seats Ltd. and M/s. Samsung Electronics India Ltd.

Your Directors also extend their appreciation to Yes Bank Limited, ICICI Bank Limited, State Bank of India, Punjab National Bank, Citi Bank, HDFC Bank and various Departments of Central and State Governments.

Your Directors thank all the shareholders for their continued support & Co-operation.

On behalf of the Board of Directors

For SHARDA MOTOR INDUSTRIES LTD.

Place : New Delhi N. D. Relan Ajay Relan

Dated : 28th May, 2013 Co-Chairman Managing Director

Mar 31, 2012

To the Members,

The Directors have pleasure in presenting the Twenty-Seventh Annual Report together with the Audited Accounts for the year ended 31st March'' 2012.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Revenue from operations 75,142.19 70,020.54

Other Income 581.50 386.79

Total Revenue 75,723.69 70,407.33

Profit before Financial Charges, Depreciation 7,066.88 6058.04

Less : Financial Costs 933.10 816.73

Profit before Depreciation & Taxes 6133.78 5241.31

A. Depreciation 3,126.00 2,418.21

B. Taxation

- Current Tax 450.00 231.00

- Deferred Tax Charged/ (Released) (199.54) 495.42

- Adjustments for earlier years (3.79) (0.10)

Net Profit after Tax 2761.09 2,096.78

Add: Profit brought forward from Previous year 1,478.88 1,575.50

Profit available for appropriation 4,239.97 3,672.28

APPROPRIATIONS

Proposed Dividend 297.32 297.32

Tax on Proposed Dividend 48.23 49.38

Interim Dividend 297.32 297.32

Tax on Interim Dividend 48.23 49.38

Transferred to General Reserves 2,000.00 1,500.00

Balance carried forward to Balance Sheet 1,548.87 1,478.88

2. OPERATIONS

During the year under review, the gross revenue from operations and other income for the year was Rs. 75,723.69 lacs as against Rs. 70,407.33 lacs showing a increase of 6.72% over the previous year''s gross revenue. The profit before finance charges, depreciation and taxation is Rs. 7,066.88 lacs for the financial year under review as against Rs. 6,058.04 lacs for the previous year showing the increase of 16.65 %. The profit after tax increase by 31.68 % to Rs. 2,761.09 lacs as compared to Rs. 2,096.78 lacs, last year.

3. DIVIDEND

In January, 2012, your Company had paid an interim dividend of Rs.5.00 per share. Your Directors has further recommended a final Dividend of Rs.5.00 per Equity Share @ 50% on the paid-up Equity Share Capital of the Company for the year ended 31st March'' 2012.

The Final Dividend, if approved at the forthcoming Annual General Meeting, shall be paid out of the profits of the Company to those shareholders whose names appear on 12th September, 2012. Thus, the total dividend for the year 2011-12 would be Rs.10.00 per equity share.

The Cash outflow on account of dividend including interim dividends on equity share capital will be Rs.691.10 Lakhs including dividend tax of Rs.96.46 Lakhs.

4. CRISIL RATING

CRISIL has, after due consideration, reaffirmed the "CRISIL A1" (pronounced "CRISIL A one) rating for the captioned Debt Programme. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk.

5. SUBSIDIARY

Your Company has one wholly owned subsidiary viz M/s Sharda Sejong Auto Components (India) Ltd. The Audited Accounts of the subsidiary for the year ended 31st March, 2012 are attached in accordance with Section 212 of the Companies Act, 1956.

Consolidated accounts of its subsidiary and associate for the year under review have also been drawn in accordance with the requirement of Accounting Standard 21 and 23 of ICAI annexed herewith for your review.

However, the scheme of amalgamation of the Company With Sharda Sejong Auto Component (India) Limited (SSACIL) has already been approved by Board of Directors at their meeting held on 24th October'' 2011 and subsequently by the members of the Company through the court convened meeting held on 18th February'' 2012 and further the Hon''ble High Court of Delhi has also approved the said Scheme of Amalgamation on 25th July, 2012 with such term and conditions as laid down in the Scheme of Amalgamation.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri N. D. Relan, Professor Ashok Kumar Bhattacharya and Shri Rohit Relan Directors of the Company retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting. In terms of clause 49 of the Listing Agreement with the Stock Exchange, the details of the Directors to be re-appointed are being provided in the Notice of the Annual General Meeting.

7. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 regarding employees is given in Annexure-A forming part of the Directors'' Report.

8. CONSERVATION OF ENERGY

Your Company is not covered by the Schedule of Industries which are required to furnish information in Form ''A'' under Section 217(1)(e) of the Companies Act,1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988.

9. TECHNOLOGY ABSORPTION

The detailed information in this regard is mentioned in Form-''B'' of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 annexed hereto (Annexure-B).

10. CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has complied with the corporate governance code as stipulated under the Listing Agreement with Stock Exchange.

A separate report of the Directors on Corporate Governance is enclosed (Annexure-C) which forms part of this Annual Report.

A certificate from CEO and CFO of the Company has been received by the Board certifying the compliances as stipulated in Clause 49 (V) of the Listing Agreement and is annexed as a part of this Annual Report.

The requisite certificate from Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under the Listing Agreement with the Stock Exchange as a part of Directors'' Report is annexed as Annexure-''D''.

12. FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information in respect of foreign exchange earnings and outgo is annexed hereto as Annexure-B and forms an integral part of this Report.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(I) In the preparation of the annual accounts for the under report, the applicable accounting standards have been followed;

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

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

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

14. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the Public during the year under review and has nil fixed deposits outstanding.

15. STOCK EXCHANGE INFORMATION

The Equity Shares of the Company continue to remain listed on the Delhi Stock Exchange Limited and the annual listing fees for the financial year 2012-13, has been paid.

16. INDUSTRIAL RELATIONS

During the period under review, the Company maintained healthy, cordial and harmonious industrial relations at all levels.

Your Directors wish to place on record their appreciation of the co-operation, valuable contributions, enthusiasm and unstinting efforts made by the employees of the Company at all levels in the organization and they have ensured the accomplishment of excellent results and achievement by the Company.

17. AUDITORS

M/s S. R. Dinodia & Co. Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their re-appointment if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. S. R. Dinodia & Co. Chartered Accountants as the Statutory Auditors of the Company.

18. AUDITORS'' REPORT

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

19. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

20. ACKNOWLEDGEMENTS

The Directors acknowledge their deep appreciation to employees at all levels for their total dedication, hard work, commitment and collective team work, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its customers i.e. Hyundai Motor India Ltd., Mahinda & Mahindra Ltd., M/s. Samsung Electronics India Ltd., M/s. Tata Motors Ltd., Carrier Airconditioning & Refrigeration Ltd. and M/s. Bharat Seats Ltd.

Your Directors also extend their appreciation to Yes Bank Limited, ICICI Bank Limited, State Bank of India, Punjab National Bank, Citi Bank, HDFC Bank, ABN Amro Bank and various Departments of Central and State Governments.

Your Directors also would like to thank all the shareholders for their continued support & Co-operation.

By Order of the Board

For SHARDA MOTOR INDUSTRIES LTD.

Place : New Delhi N. D. Relan

Dated : 27th July, 2012 Chairman

Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the Twenty-Sixth Annual Report together with the Audited Accounts for the year ended 31st March'' 2011.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Year Ended Year Ended 31.03.2011 31.03.2010

Turnover and Inter-unit Transfers 98,280.29 54,811.49

Less: Inter-unit Transfer 17,033.20 3,512.65

Turnover 81,247.09 51,298.84

Profit before Other Income, Depreciation & Financial Charges 5,527.72 5,033.90

Add: Other Income 523.45 423.17

Profit before Depreciation, Financial Charges & Taxes 6,051.17 5,457.07

Less:

a) Depreciation 2,418.21 1,492.05

b) Financial Charges 808.18 825.17

c) Taxation

- Current Tax 232.61 861.33

- Deferred Tax 495.42 165.95

- Adjustments for earlier years - (3.05)

Net Profit after Tax 2,096.75 2,115.62

Add: Profit brought forward from Previous year 1,575.50 2,155.58

Profit available for appropriation 3,672.25 4,271.20

APPROPRIATIONS

Proposed Dividend 297.32 297.32

Tax on Proposed Dividend 49.38 50.53

Interim Dividend 297.32 297.32

Tax on Interim Dividend 49.38 50.53

Transferred to General Reserves 1,500.00 2,000.00

Balance carried forward to Balance Sheet 1,478.85 1,575.50

2. OPERATIONS

During the year under review your Company achieved yet another milestone as "Turnover and Inter-Unit Transfers" touched an all time high of Rs.982.80 Crores as against Rs. 548.11 Crores for the previous Financial Year registering an increase of 79.31 % over the previous year''s turnover.

Since, the current year results include the figure pertaining to Sipcot Unit situated at G-20, Sipcot Industrial Park, Kancheepuram, Chennai due to cancellation of transfer of business vide cancellation deed dated November 20, 2009. All assets and liabilities pertaining to Sipcot Unit hitherto hived off to wholly owned subsidiary M/s Sharda Sejong Auto Components India Ltd. have returned back to the company at their respective book values as on commencement of business on 1st April, 2010. Hence current year''s figures are not comparable with previous year''s figures

3. DIVIDEND

In January, 2011, your Company had paid an interim dividend of Rs.5.00 per share. Your Directors has further recommended a final Dividend of Rs.5.00 per Equity Share @ 50% on the paid-up Equity Share Capital of the Company for the year ended 31st March'' 2011.

The Final Dividend, if approved at the forthcoming Annual General Meeting, shall be paid out of the profits of the Company to those shareholders whose names appear on 8th August, 2011. Thus, the total dividend for the year 2010-11 would be Rs.10.00 per equity share.

The Cash outflow on account of dividend including interim dividends on equity share capital will be Rs.693.39 Lakhs including dividend tax of Rs.98.76 Lakhs.

4. SUBSIDIARY

Your Company has one wholly owned subsidiary viz M/s Sharda Sejong Auto Components (India) Ltd. The Audited Accounts of the subsidiary for the year ended 31 March'' 2011 are attached in accordance with Section 212 of the Companies Act, 1956.

Consolidated accounts of its subsidiary and associate for the year under review have also been drawn in accordance with the requirement of Accounting Standard 21 and 23 of ICAI annexed herewith for your review.

5. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri O. P. Khaitan, Shri Kishan N Parikh and Shri R. P. Chowdhry (determined by lot), Directors of the Company retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting. In terms of clause 49 of the Listing Agreement with the Stock Exchange, the details of the Directors to be re-appointed are being provided in the Notice of the Annual General Meeting.

Shri Ajay Relan, was reappointed as the Managing Director of the Company for a period of five years with effect from 1st September, 2006 to 31st August, 2011 by the Shareholders. The Board of Directors recommends his reappointment as Managing Director of the Company for a further period of five years with effect from 01st September, 2011

6. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 regarding employees is given in Annexure-A forming part of the Directors'' Report.

7. CONSERVATION OF ENERGY

Your Company is not covered by the Schedule of Industries which are required to furnish information in Form ''A'' under Section 217(1)(e) of the Companies Act,1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988.

8. TECHNOLOGY ABSORPTION

The detailed information in this regard is mentioned in Form-''B'' of The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 annexed hereto (Annexure-B).

9. CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has complied with the corporate governance code as stipulated under the Listing Agreement with Stock Exchange.

A separate report of the Directors on Corporate Governance is enclosed (Annexure-C) which forms part of this Annual Report.

A certificate from CEO and CFO of the Company has been received by the Board certifying the compliances as stipulated in Clause 49 (V) of the Listing Agreement and is annexed as a part of this Annual Report.

The requisite certificate from Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under the Listing Agreement with the Stock Exchange as a part of Directors'' Report is annexed as Annexure - ''D''.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information in respect of foreign exchange earnings and outgo is annexed hereto as Annexure-B and forms an integral part of this Report.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(I) In the preparation of the annual accounts for the under report, the applicable accounting standards have been followed;

(II) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

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

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

13. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the Public during the year under review and has nil fixed deposits outstanding.

14. STOCK EXCHANGE INFORMATION

The Equity Shares of the Company continue to remain listed on the Delhi Stock Exchange Limited and the annual listing fees for the financial year 2011-12, has been paid.

15. INDUSTRIAL RELATIONS

During the period under review, the Company maintained healthy, cordial and harmonious industrial relations at all levels.

Your Directors wish to place on record their appreciation of the co-operation, valuable contributions, enthusiasm and unstinting efforts made by the employees of the Company at all levels in the organization and they have ensured the accomplishment of excellent results and achievement by the Company.

16. AUDITORS

M/s S. R. Dinodia & Co. Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their re-appointment if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

The Audit Committee and the Board of Directors have recommended the re-appointment of M/s. S. R. Dinodia & Co. Chartered Accountants as the Statutory Auditors of the Company.

17. AUDITORS'' REPORT

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

18. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

19. ACKNOWLEDGEMENTS

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilization of the Company''s resources for sustainable and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their total dedication, hard work, commitment and collective team work, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its customers i.e. Hyundai Motor India Ltd., Mahinda & Mahindra Ltd., M/s. Samsung Electronics India Ltd., M/ s. Tata Motors Ltd. and M/s. Bharat Seats Ltd.

Your Directors also extend their appreciation to Yes Bank Limited, ICICI Bank Limited, State Bank of India, Citi Bank, HDFC Bank, ABN Amro Bank and various Departments of Central and State Governments.

Your Directors also would like to thank all the shareholders for their continued support & Co-operation.

By Order of the Board

For SHARDA MOTOR INDUSTRIES LTD.

Place : New Delhi N. D. Relan

Dated : 6th May'' 2011 Chairman

Mar 31, 2010

To the Members,

The Directors have pleasure in presenting the Twenty-Fifth Annual Report together with the Audited Accounts for the year ended 31st March'' 2010.

1. FINANCIAL RESULTS: (Rs. in Lacs)

Year Ended Year Ended 31.03.2010 31.03.2009

Turnover and Inter-unit Transfers 54811.49 43334.37

Less: Inter-unit Transfer 3512.65 4007.57

Turnover 51298.84 39326.80

Profit before Other Income, Depreciation & Financial Charges 5033.90 2310.61

Add: Other Income 423.17 301.73

Profit before Depreciation, Financial Charges & Taxes 5457.07 2612.34

Less:

a) Depreciation 1492.05 1263.22

b) Financial Charges 825.17 295.37

c) Taxation

- Current Tax 861.33 237.20

- Fringe Benefit Tax - 24.00

- Deferred Tax 165.95 37.44

- Adjustments for earlier years (3.05) (14.40)

Add: Profit on sale of Exceptional item -

Net Profit after Tax 2115.62 769.51

Add: Profit brought forward from Previous year 2155.58 3081.77

Profit available for appropriation 4271.20 3851.28

APPROPRIATIONS

Proposed Dividend 297.32 297.32

Tax on Proposed Dividend 50.53 50.53

Interim Dividend 297.32 297.32

Tax on Interim Dividend 50.53 50.53

Transferred to General Reserves 2000.00 1000.00

Balance carried forward to Balance Sheet 1575.50 2155.58

2. OPERATIONS

During the year under review your Company achieved yet another milestone. Turnover and inter-unit transfers touched an all time high of Rs. 548.11 Crores as against Rs.433.34 Crores for the previous Financial Year registering an increase of 26.48%.

3. DIVIDEND

Your Company had paid an interim dividend of Rs.5.00 per share during the year. Your Directors have further recommended a final Dividend of Rs. 5.00 per Equity Share @ 50% on the paid-up Equity Share Capital of the Company for the year ended 31st March'' 2010.

The Final Dividend, if approved at the forthcoming Annual General Meeting, shall be paid out of the profits of the Company to those shareholders whose names appear on the register of members on 18th August, 2010. Thus, the total dividend for the year 2009-10 would be Rs.10.00 per equity share.

The Cash outflow on account of dividend including interim dividends on equity share capital will be Rs.695.69 Lakhs including dividend tax of Rs.101.06 Lakhs.

4. SUBSIDIARY

Your Company has only one wholly owned subsidiary viz M/s Sharda Sejong Auto Components (India) Ltd. The Audited Accounts of the subsidiary for the year ended 31 March'' 2010 are attached in accordance with Section 212 of the Companies Act, 1956.

Consolidated accounts of its subsidiary and associates for the year under review have also been drawn in accordance with the requirement of Accounting Standard 21 and 23 of ICAI annexed herewith for your review.

5. DIRECTORS

Your Board of Directors with heavy heart and deep sorrow inform you the sad demise of Shri S. P. Marwaha, on 14th September'' 2009. Late Shri Marwaha was associated with your company since its inception and continued to serve on the Board of the company since then. The Board of Directors expresses its deep condolence for the departed soul and places on record its appreciation for the valuable services and guidance provided by him during his tenure.

During the year, Professor Ashok Kumar Bhattacharya was appointed as Additional Director w.e.f. 28th October, 2009. He holds office as such upto the date of the forthcoming Annual General Meeting. The Company has received notice in writing pursuant to Section 257 of the Companies Act, 1956, proposing his candidature for appointment as Director subject to retirement by rotation, at the ensuing Annual General Meeting and the Board of Directors also recommended for his appointment.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Smt. Sharda Relan, Shri G. L. Tandon and Shri Udayan Banerjee, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting. In terms of clause 49 of the Listing Agreement with the Stock Exchange, the details of the Directors to be re-appointed are being provided in the Notice of the Annual General Meeting.

6. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 regarding employees is given in Annexure-A forming part of the Directors'' Report.

7. CONSERVATION OF ENERGY

Your Company is not covered by the Schedule of Industries which are required to furnish information in Form ''A'' under Section 217(1)(e) of the Companies Act,1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988.

8. TECHNOLOGY ABSORPTION

The detailed information in this regard is mentioned in Form-''B'' of The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 annexed hereto (Annexure-B).

9. CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has complied with the corporate governance code as stipulated under the Listing Agreement with Stock Exchange.

A separate report of the Directors on Corporate Governance is enclosed (Annexure-C) which forms part of this Annual Report.

A certificate from CEO and CFO of the company has been received by the Board certifying the compliances as stipulated in Clause 49 (V) of the Listing Agreement and is annexed as a part of this Annual Report.

The requisite certificate from Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under the Listing Agreement with the Stock Exchange as a part of Directors'' Report is annexed as Annexure - ''D''.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information in respect of foreign exchange earnings and outgo is annexed hereto as Annexure-B and forms an integral part of this Report.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(I) In the preparation of the annual accounts for the under report, the applicable accounting standards have been followed;

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

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

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

13. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the Public during the year under review and has nil fixed deposits outstanding.

14. STOCK EXCHANGE INFORMATION

The Equity Shares of the Company continue to remain listed on the Delhi Stock Exchange Limited and the annual listing fees for the financial year 2010-11, has been paid.

15. INDUSTRIAL RELATIONS

During the period under review, the Company maintained healthy, cordial and harmonious industrial relations at all levels.

Your Directors wish to place on record their appreciation of the co-operation, valuable contributions, enthusiasm and unstinting efforts made by the employees of the Company at all levels in the organization and they have ensured the accomplishment of excellent results and achievement by the Company.

16. AUDITORS

M/s S. R. Dinodia & Co. Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their re-appointment if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. S. R. Dinodia & Co. Chartered Accountants as the Statutory Auditors of the Company.

17. AUDITORS'' REPORT

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

18. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

19. ACKNOWLEDGEMENTS

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilization of the Company''s resources for sustainable and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their total dedication, hard work, commitment and collective team work, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its customers i.e. Hyundai Motor India Ltd., Mahinda & Mahindra Ltd., Samsung Electronics India Ltd., Tata Motors Ltd., Carrier Air Conditioning and Refrigeration Ltd. and Bharat Seats Ltd.

Your Directors also extend their appreciation to Yes Bank, Canara Bank, ICICI Bank, State Bank of India, Citi Bank, HDFC Bank, ABN Amro Bank and various Departments of Central and State Governments.

Your Directors also would like to thank all the shareholders for their continued support & Co-operation.

For and On behalf of Board

For SHARDA MOTOR INDUSTRIES LTD.

PLACE : NEW DELHI N. D. Relan

DATED: 22nd May, 2010 Chairman

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