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Bosch Ltd.

BSE: 500530 Sector: Auto
NSE: BOSCHLTD ISIN Code: INE323A01026
BSE LIVE 15:40 | 14 Dec 19883.70 -26.90
(-0.14%)
OPEN

19882.90

HIGH

19956.40

LOW

19450.00

NSE 15:41 | 14 Dec 19880.20 15.40
(0.08%)
OPEN

19832.00

HIGH

19970.05

LOW

19412.10

OPEN 19882.90
PREVIOUS CLOSE 19910.60
VOLUME 723
52-Week high 25245.20
52-Week low 18602.00
P/E 46.16
Mkt Cap.(Rs cr) 60,685
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19882.90
CLOSE 19910.60
VOLUME 723
52-Week high 25245.20
52-Week low 18602.00
P/E 46.16
Mkt Cap.(Rs cr) 60,685
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bosch Ltd. (BOSCHLTD) - Director Report

Company director report

The Directors have pleasure in presenting the SIXTY FIFTH Annual Report together withthe Audited Financial Statements for the Financial Year ended March 31 2017.

1. Financial Results

Attention of the members is drawn to the notification dated February 16 2015 issuedby the Ministry of Corporate Affairs relating to the Companies (Indian AccountingStandards) Rules 2015. Pursuant to the said notification the Company has adopted IndianAccounting Standards (Ind AS) with effect from the year under review. Consequently thefinancial statements for the previous year (FY 15-16) have been reinstated as per Ind ASto facilitate a like-to-like comparison.

(Rs. Million)

2016-17 2015-16*
Sale of products (including excise duty) 107500 100130
Of which Export Sales 8240 8712
Profit Before Tax (from Continuing Operations) 20944 20824
Provision for tax (6503) (5701)
Profit After Tax
from Continuing Operations 14441 15123
from Discontinued 2970 191
Operations
Total 17411 15314
Other comprehensive income - net of tax 1401 (825)
Total comprehensive income 18812 14489

* Re-stated on account of sale of the Starter Motors and Generators business witheffect from August 01 2016 and adoption of Ind AS.

The Company does not propose to transfer any amount to its Reserves for the year underreview.

2. Dividend

Pursuant to the requirements of the regulation 43A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has adopted a DividendDistribution Policy. This Policy is uploaded on the website and can be accessed athttp://www.boschindia.com/media/in/documents/our_company_1/shareholder_information_1/2017_2/Bosch_Limited_-_Dividend_Distribution_Policy.pdf This policy is enclosed as Annexure 'A'(Page No. 56) to this Report.

The Board of Directors declared a Special Dividend of INR 75 per equity shareaggregating to Mio INR 2755 including Dividend Distribution Tax on account ofconsideration received from sale of the Starter Motors and Generators business. TheSpecial Dividend was paid in the month of February 2017. In line with the DividendDistribution Policy the Board has recommended a Final Dividend of INR 90 per share forthe Financial Year 2016-17 aggregating to Mio INR 3306 including Dividend DistributionTax. The dividend payout ratio (excluding Special Dividend) is approximately 22.9 percentbased on the profits as per Ind AS. The Final Dividend is subject to the approval of theshareholders at the forthcoming Annual General Meeting.

3. Management Discussion and Analysis

In order to avoid duplication between the Directors’ Report and ManagementDiscussion and Analysis a composite summary of the Company’s performance and variousbusiness segments is given below:

3.1 Economic Scenario

3.1.1 Global Economy

The global GDP was in line with expectations at around 3.1 percent. Economic activityin advanced economies and emerging economies is projected to accelerate leading to aglobal GDP estimate of 3.4 percent in 2017. [Source: IMF] Among advanced economiesactivity rebounded strongly in the USA during the second half of 2016 and witnessed anincrease in employment numbers. The economic output remained below potential in a numberof other advanced economies including the European Union. In 2016 Japan witnessed ahigher than expected growth rate.

Long-term interest rates increased in advanced economies in the second half of 2016 ascentral banks started focusing on inflation. Crude oil and commodity prices recovered in2016 after touching a low on the back of strong infrastructure investment in China and onexpectations of fiscal easing in the USA.

3.1.2 Indian Economy

GDP growth is projected to be around 7 percent for 2016-17 as compared to 7.9 percentin 2015-16. It was an eventful year and some of the key events were passage of importantlegislations including GST demonetization ban by Supreme Court on sale of BS IIIvehicles etc.

Political stability provided a sound background for the Indian economy and interestrates gradually fell through the year as growth was supported by Government’s capexspending and efficiency improvements. But weakness in the banking sector signaled by thecontinuing trend of bad loans affected credit offtake. Uneven distribution of rainfall anda slight deficit could not boost agricultural output as expected.

Foreign investment in India continued to remain buoyant and capital flows ensured thatthe currency was stable. This was also aided by a moderate growth in exports. The effectsof demonetization and the subsequent remonetization are still not clear though the economyseems to have moved beyond this uncertainty. On the monetary policy front though therewere signs of growth slowing down the central bank moved away from an accommodativestance to a neutral stance because of its commitment to an inflation-targeting framework.

The broad indicators for the Indian economy like fiscal deficit current accountdeficit and inflation looks to be under control. However the pickup in growth momentum isyet to be witnessed on ground.

3.2 Industry Structure and Development

Automotive:

In 2016-17 Passenger Vehicle production grew by 11 percent driven by improved marketsentiments favorable fuel prices easy availability of finance continued economicrevival increased disposable income and new launches.

Heavy Commercial Vehicles (HCVs) production posted subdued growth of 2 percent impactedby lower fleet expansion demonetization and emission changeover.

The Light Commercial Vehicles (LCVs) market grew by 6 percent mainly driven byinfrastructure and e-Commerce growth along with increased rural demand.

The Tractor market grew by 21 percent favored by a good monsoon and positive farmersentiments. Three-wheelers production declined by 16 percent due to muted domestic demandand weakening export demand.

Vehicle Production Growth Rates:

+/(-) PY
Production Segment FY 11-12 FY 12-13 FY 13-14 FY 14-15 FY 15-16 FY 16-17
HCV 12% -26% -20% 26% 23% 2%
LCV 28% 5% -14% -10% 3% 6%
Car +UV 4% 3% -4% 6% 6% 11%
3 Wheeler 10% -4% -1% 14% -2% -16%
Tractor 15% -8% 22% -13% -8% 21%
TOTAL 9% -1% -3% 4% 4% 7%

Non-Automotive:

Considering the new positive thrust to the Indian infrastructure and manufacturingsectors and a slew of government initiatives like ‘Make in India’ and‘Skill India’ the power tool market witnessed a considerable growth. Howeverthe do-it-yourself (DIY) segment in power tool is yet to be developed. Unlike thedeveloped nations the DIY segment is still at a nascent stage in the emerging marketsincluding India.

While pockets of opportunities for growth in security technology industry exist thespace is getting competitive and price sensitive. With the advent of embedded applicationsin security products surveillance is now emerging as a tool for gathering businessintelligence. The addition of video analytics software to the surveillance solutions isenabling businesses to garner deeper insights into their existing operations.

As value for money continues to characterize the packaging market packaging solutionshave to be innovative and cost efficient. The packaging equipment industry continues toride on the growth of consumer demand aided by increasing disposable income with lowinflation. Despite a growing market for packaged items the packaging equipment industryis highly unorganized comprising several small players each accounting for a two to fiveper cent market share. With China and India together projected to account for 21 percentof the global packaging machinery demand by 2020 localization is slated to become a majordriver to capture the Indian Packaging market.

The renewable energy sector in India is growing rapidly indicating strong financialprospects. Investments in solar sector are expected to surpass coal by 2019-20 with USD35 billion committed by global players. At the end of the year under review India crossed12.2 GW of cumulative solar installations and still has a way to go to achieve theambitious target of 100 GW by 2022. Further India has plans to add 5 GW of rooftop solarand 10 GW from large-scale solar power projects in the current fiscal year. India has abright opportunity to reshape its energy mix. Social and economic growth are at the top ofthe Government’s agenda and new energy sources to serve this demand are increasinglycoming from renewable energy.

3.3 Business and segment wise performance

The overall performance of the Company witnessed a growth of 7.6 percent. Mobilitybusiness (Automotive) posted a growth of 5.9 percent while the Business beyond mobility(Non-Automotive) grew by 16.8 percent. Domestic mobility business witnessed an increase of7.4 percent largely because of rise in sale of diesel and gasoline products marginallyhigher than the automotive market growth of 7.0 percent.

The Company predominantly operates in manufacturing and trading of mobility solutionswhich constituted 85.5 percent of total sales for the Financial Year 2016-17. The Businessbeyond mobility comprising of Industrial Technology Consumer Goods and Energy andBuilding Technology had a share of 14.5 percent. Hence the operating segment consists of"Mobility Solutions" (Automotive Products) and "Business beyondmobility" (Others).

3.3.1 Operating Segment Mobility Solutions: -

Diesel Systems

The Diesel Systems division is a systems supplier of key powertrain components. Thedivision offers an extensive range of energy efficient eco-friendly diesel injectionsystems for applications ranging from passenger cars and all kinds of commercial vehiclesand agricultural equipments to large-scale industrial power-generation units. It focusesprimarily on the common-rail system which comprises of a high-pressure injection pumpthe rail and various injectors.

The Diesel Systems business grew by 1.9 percent over the previous year. Higher salesvolume of new generation Common Rail Systems (CRS) led to this increase. The DieselSystems business will continue to ride on new generation CRS in the majority of vehiclesegments for future growth. The growth in conventional products such as in-line pumps andconventional injectors may witness some slowdown with nation-wide implementation of BSIVwith effect from April 01 2017 and eventually decline with the country-wideimplementation of BSVI.

Automotive Aftermarket

The Automotive Aftermarket division offers a comprehensive range of spare parts forpassenger cars commercial vehicles and 2 Wheelers for the after sales market and repairsolutions including diagnostic and repair-shop solutions. The product portfolio consistsof Bosch original-equipment products as well as products and services developed andmanufactured in-house for the spare parts market i.e. Filters and Spark Plugs.

The Company’s Automotive Aftermarket division is the largest IndependentAftermarket (IAM) network in India. It witnessed a muted growth of 0.3 percent due totough liquidity conditions and the negative initial impact of "Demonetization".

Automotive Aftermarket completed first ever Go-to-Bosch Service (GO2BS) activity wheremany Bosch Diesel Service Customers were contacted in a span of 10 days resulting in anincrease in secondary sales. Mega GO2BS was completed in November 2016 in which about5000 customers were contacted and approximately 3782 contacts successfully established.

Gasoline Systems

The Gasoline Systems division develops and manufactures innovative technologies forinternal-combustion engines powered by gasoline as well as systems and components fortwo-wheelers. These include fuel supply systems fuel injection systems accelerated pedalmodules and sensors. In addition it also has a substantial portion of revenue fromtrading in certain kinds of sensors connectors and electric control units.

During the year under review Gasoline Systems grew by 21.0 percent over previous yearmainly on account of new launches resulting in increased market share in the passenger carmarket. New technological acquisitions made during the year will accelerate thedivision’s growth in the coming years.

The share of domestic sales in the total sales of the mobility solutions increased to92.7 percent from 91.6 percent in the previous year.

Business beyond Mobility

The Business beyond Mobility grew by 16.8 percent. It was driven predominantly bydomestic sales with a share of 89.5 percent while exports contributed 10.5 percent.

Industrial Technology - Packaging Technology

The Packaging Technology India is a provider of packaging solutions for the food andconfectionery industries. The range includes individual machines system solutionsincluding secondary packaging and a comprehensive service portfolio.

Packaging Technology division witnessed a growth of 11.3 percent. During the year underreview the Company successfully introduced its first lot of secondary packaging machines.The secondary packaging business has good market potential and its introduction can helpin gaining early mover advantage. Good orders were received for Horizontal Form Fill andSeal (HFFS) packaging machines during the year under review.

Consumer Goods - Power Tools

The Power Tools business comprising of Electric tools Accessories measuringinstruments and spare parts for Power Tools witnessed a decent growth of 11.6 percent in achallenging economy. The core business of tools achieved growth largely due to enhancedmass market access supported by channel expansion to Tier 3 and Tier 4 markets. Launch ofa new range of more affordable products designed to meet the needs of users in line withthe strategy of "ZERO DISTANCE TO USER" also supported the core tool business.E-commerce and the Hardware channels have also emerged as important contributors to theoverall business.

Energy and Building Technology (Security Technology Bosch Energy & BuildingSolutions and Thermo-technology)

Security Technology

The Security Technology division offers innovative products and solutions in the fieldof security and communications principally for commercial applications. The productportfolio encompasses video-surveillance intrusion-detection fire-detection andvoice-alarm systems as well as access-control and building management systems andprofessional audio and conference systems.

The Security Technology business achieved a growth of 23.0 percent driven by orders inthe Verticals of Transportation Energy and Commercial Industry. Trend-setting productslike the new range of IP

Cameras Wired Conference System Loudspeakers Video Fire Detection and Microphonesintroduced during the year were well received.

Bosch Energy & Building Solutions: -

The division’s revenues grew by 92.3 percent over the previous year with asignificant growth seen in Solar Photovoltaic (PV) and Energy Efficiency segments. TheSolar PV segment saw 100 percent increase in its installed capacity albeit on a low base.

The energy efficiency business has made its mark in the market with new solutions beingdeveloped for energy starved commercial and industrial sectors like healthcare dairy andtextiles while continuing to leverage on the brand capital built in the secondary steeland automotive sectors.

The Solar PV Projects business has continued to leverage on the high market growthrates acquiring projects in new and diverse customer segments ranging from educationalinstitutions to seaports including an additional 14MW capacity at the CochinInternational Airport. In December 2016 the division commissioned a land mark solar PVproject (4 MW) at the New Mangalore Port Trust reinforcing its commitment of deliveringworld-class designed and engineered solar PV projects in India. In addition to CAPEXmodel the division is also active in OPEX model projects based on customer requirements.

Thermo-technology

The Division’s product portfolio includes heaters solar thermal systems heatpumps and industrial boilers.

The year under review was tough for the division on account of intense competition fromChina.

This resulted in low growth of Solar Water heaters and boilers in India. The Companycontinues to explore other business opportunities including Air Conditioner business.

3.3.2 Revenue by geographical area

Domestic sales of the Company registered a growth of 8.6 percent. Share of domesticsales in the total sales increased by 1.0 percentage point to 92.3 percent from 91.3percent in the previous year. The Company’s exports bulk of which were to GermanyChina and Brazil fell by 5.4 percent. The share of exports in the total sales declined by1.0 percentage point to 7.7 percent over previous year.

3.4 Financial Performance and Condition

Sale of products

Sale of products grew by 7.4 percent over previous year and stood at Mio INR 107500.This growth is mainly driven by business beyond mobility which grew by 16.8 percent overprevious year.

Sale of services

Sale of services registered a growth of 17.2 percent over previous year mainlycontributed by increase in development receipts on customer projects.

Other operating revenue

Other operating revenue at Mio INR 2592 increased by 12.8 percent over the previousyear mainly contributed by increased rental income from leasing of office spaces to groupentities.

Other income

Other income increased by 2.3 percent over the previous year.

Income from net gain on financial assets measured at Fair Value through Profit and Loss(FVTPL) was at Mio INR 3172 for the year under review as against Mio INR 2450 inprevious year.

Income from interest on bank and inter-company deposits fell by 20.4 percent due tolower asset base and reduced interest rates.

Cost of materials consumed

The cost of materials consumed as a percentage of sales marginally improved to 48.3percent as compared to previous year of 48.7 percent through various cost reductionsprojects implemented by the Company to offset the price increase.

Personnel cost

Personnel cost as a percentage of sales declined to 12.2 percent compared to 12.8percent during the previous year. This was possible due to continuous productivityimprovement measures to offset inflationary increments.

The Company continues to focus on rationalizing its workforce based on its businessneeds in a fair manner while sustaining productivity and competence.

Depreciation and amortization

The depreciation charge for the year under review was Mio INR 4562 as against Mio INR3864 during the previous year ended on March 31 2016. The addition of fixed asset ismainly on account of expansion of new generation products at our facilities in Bidadi andother locations.

Provision for Tax

Income tax expenses for the year under review is higher by 14.1 percent due to deferredtax credit in the previous year.

Profit After Tax (PAT)

PAT for the Financial Year 2016-17 at Mio INR 14441 4.5 percent lower than previousyear due to higher tax expenses as above.

Other Comprehensive Income

The investment in equity securities is classified as financial assets through othercomprehensive income as per the requirements of Ind AS 109. The changes in fair value ofequity securities is recognized under other compressive income. Accordingly the impact ofMio INR 1401 during the year under review is mainly contributed by increase in fair valueof those investments.

Earnings per Share (EPS)

EPS (basic and diluted) of the Company (including discontinued operations) forFinancial Year 2016-17 was INR 560.9 per share.

Share capital

The Company has bought back 878160 Equity Shares during the year under review. As onMarch 31 2017 the Authorised Share Capital comprises of 38051460 Equity Shares of INR10 each. The issued subscribed and paid-up capital is Mio INR 305.21 divided into30520740 equity shares of INR 10 each.

Reserves & Surplus

Reserves & Surplus as on March 31 2017 stood at Mio INR 81729 which includesretained profit for the year under review of Mio INR 11335 after considering the outflowon account of special dividend of INR 75 per share.

Other Reserve

The increase in Other Reserve from Mio INR 4452 to Mio INR 5962 is contributed bychange in the fair value of equity instruments valued in line with Ind AS.

Shareholders’ fund

The total shareholder funds decreased to Mio INR 87996 as on March 31 2017 from MioINR 95349 as on March 31 2016. Reduction is mainly due to buy-back of shares offset byprofit for the year under review.

Fixed assets – capital expenditure

The gross fixed asset value as on March 31 2017 was Mio INR 13194 (tangible: Mio INR13194 and intangible: Nil) compared to Mio INR 11487 (tangible: Mio INR 11487 andintangible: Nil) as on March 31 2016.

The Company incurred a capital expenditure of Mio INR 6342 during the year underreview in addition to Mio INR 5982 invested during previous year.

Major investments were made towards development of new products and facilities inBidadi and Nashik. Net value of assets transferred on carving out of Starter Motors andGenerators business is Mio INR 311.

Investments

Surplus funds not required for immediate operational needs were invested prudently intax-effective low-risk instruments. The total investments (excluding investment inproperty) as on March 31 2017 was Mio INR 39090 as against Mio INR 44319 as on March31 2016.

Working capital Inventories

Inventory as on March 31 2017 decreased by 0.9 percent to Mio INR 11804 from Mio INR11915 as on March 31 2016 despite increase in sales reflecting reduction in inventorycoverage days.

Trade receivables

Despite increased turnover Trade receivables as on March 31 2017 decreased to Mio INR11862 as against Mio INR 13225 as on March 31 2016.

Cash and Bank balances

The total cash and bank balances as on March 31 2017 was Mio INR 17176 includingcash and cash equivalent of Mio INR 1312 compared to Mio INR 18315 including cash andcash equivalent of Mio INR 985 as on March 31 2016.

Ratio 2016-17 2015-16
Return On Capital Employed (ROCE) (percent) 20.1% 17.9%
Inventory Turnover ratio (in days) 40 45
Trade Receivable Turnover ratio (in days) 43 46
Current Ratio 1.9 2.0
Number of Days in Working Capital (days) 80 82
No. of Employees (average) 9704 10067

3.5 Human Resource Development and Industrial Relations

Human Resource Development

During the year under review Human Resources (HR) continued its transformationinitiatives in a volatile and uncertain business environment to cater to theorganizational requirements.

HR continued its catalyst role and enabled the process of change over to global toolsto focus on personnel planning for mid and long term.

The Company continued its efforts to foster and drive younger generation towards futureleadership. The Company was again recognized at the National competition for YoungManagers 2016 conducted by the All India Management Association with the Company baggingthe national level award.

The Company through its Integrated Talent

Management initiatives continued to enable learning networking and collaboration byemphasizing on cross entity movement between different Bosch legal entities enablingholistic development and encouraging integration across different entities / locations.

Industrial Relations (Employee Relations)

Industrial Relations in all plants generally remained cordial during the year underreview. Transitioning from ‘Industrial Relations’ to ‘EmployeeRelations’ a more focused approach on increased Employee Engagement and increasedcollaboration between various plants corporate departments and amongst all level ofemployees has been adopted.

During the year under review a mutually amicable agreement was concluded withex-temporary workmen at the Bengaluru Plant with support of the Government of Karnataka.

The Company during the first week of May 2017 successfully concluded the long-termsettlement with the Associates of the Jaipur Plant to take effect from June 01 2017 for aperiod of 4 years in an amicable and fair manner with support of the Government ofRajasthan.

As on the date of this report talks over the long term settlements are on-going at themanufacturing facilities situated at Bengaluru Nashik and Naganathapura. The Companycontinues to deal with the said matters in a fair and firm manner.

During the year under review several new initiatives such as Introduction of Grievancepolicy increase connect with Government and statutory bodies Engagement calendarCompliance checklist self-audits and cross audits etc. were taken.

3.6 Internal Audit and Internal Financial Controls

The Company has an Internal Audit function. The Internal Audit Department evaluates theefficacy and adequacy of internal control system its compliance with operating systemsand policies of the Company at all locations of the Company. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations and correctiveactions thereon are presented to the Audit Committee.

The Company has an effective and reliable internal financial control systemcommensurate with the nature of its business size and complexity of its operations. Theinternal financial control system provides for well-documented policies and proceduresthat are aligned with Bosch global standards and processes adhere to local statutoryrequirements for orderly and efficient conduct of business safeguarding of assetsdetection and prevention of frauds and errors adequacy and completeness of accountingrecords and timely preparation of reliable financial information. This also identifiesopportunities for improvement and ensure good practices imbibed in the processes thatdevelop and strengthen the Internal financial control systems and enhance the reliabilityof company’s financial statements.

The efficacy of the internal checks and control systems is validated by self-audits andverified by internal as well as statutory auditors.

The Audit Committee reviews the internal audit plan adequacy and effectiveness of theinternal control system significant audit observations and monitors the sustainability ofremedial measures. It also reviews functioning of the Whistle Blower mechanism and reviewsthe action taken on the cases reported.

3.7 Opportunities and Threats

The new government policies like smart cities will help the Company to offer solutionslike surveillance cameras power tools for infrastructure activities. Anticipatedscrappage policy which is being talked about will give boost for the auto industry whenenacted. Landmark GST legislation is expected to have long term positive effect after someinitial hiccups. The direct transition to BS VI from BS IV skipping BS V is challengingand has associated risks. India will be the first country to skip one level of emissionlegislation and will move from BS IV to BS VI in three years a time typically taken forone step.

Due to the strong local development and application team supported by the internationaldevelopment network the Company is ready to support OEMs for timely introduction of BS VIand is working closely with customers to define the strategy to achieve BS VI norms.

BS VI is also expected to change the market mix of diesel and petrol vehicles.

In general the demand in the automotive sector may slow down in case of slackness inthe implementation of infrastructure projects. Apart from the intensified competitionwhich puts pressure on selling prices any runaway increase in input costs may affect theprofitability of the Company.

As regards the Business beyond Mobility the Company’s presence across multiplebusinesses (industrial technology consumer goods and energy and building solutions)enables synergies for tapping the existing and prospective customer base with integratedsolutions.

3.8 Risks and Concerns

The Company follows a specific well-defined risk management process that is integratedwith operations for identification categorization and prioritization of operationalfinancial and strategic business risks. Across the organization there are teamsresponsible for the management and mitigation of risks.

The Risk Management Committee headed by Mr. Soumitra Bhattacharya Managing Directorreviews the effectiveness of the process at regular intervals.

Following are the major risks and mitigation measures:

1. Shift to BS VI: The jump from BS IV to BS VI in a short span of about 3 yearsthe pace of change and the short time duration for preparedness are challenging. Eventhough the Company is ready with BS VI compliant technology it is yet to be proven underIndian conditions (due to constraints such as availability of fuel for testing). Furtherthere could be an adverse financial impact due to BS VI products which are largely basedon imports and have low replacement requirements in the Aftermarket.

The Company is currently working on project acquisitions and measures are being put inplace to minimize the financial impact.

2. Competition: The Company operates in a highly competitive environment and somecustomers have started adopting de-risking strategies to maintain more than one source fora product. Further new competitors have entered the market with new or similar products.Spurious parts and cheap imitations continue to put pressure on existing market sharesprimarily for Automotive Aftermarket and Power Tools.

Respective business unit teams undertake a comprehensive competitor analysisperiodically to evaluate competitors’ strategies vis-a-vis our own products andservices and define our counter strategic and marketing plans.

3. Industrial Relations (IR): IR-related risks continue on account of surpluscapacity at our Diesel systems plants and uncertain result of settlement negotiations.They include possible risks arising from stoppage of production and/or leading tounpredictable cost structure and/or possible lay-off. As part of capability buildinginitiative the Company has conducted special trainings on Employee Relations and addingvalue to front line leadership development in the plant.

4. Heavily auto sector dependent: Around 85 percent of the business is dependent onthe auto sector. Performance of the Company therefore is highly dependent on thesector’s growth.

5. Regulatory Framework: The recent Supreme Court order banning sale andregistration of BS-III vehicles with effect from April 01 2017 impacted the automotiveindustry. Such uncertain regulatory environment is a challenge to the mid and long termbusiness plans of the industry. The Company has proactively taken steps to mitigate therisk in a socio-environmentally responsible manner.

6. Economy:

Global Geopolitical Scenario: The Company is operating in a global environment andcontinues to be mildly impacted by geopolitical changes such as Brexit and US elections.

GST: While GST is a welcome change seamless implementation of GST in the country atleast in the beginning could be a risk. It is expected to have a short-term negativeimpact during the rollout but a long-term positive impact. The Company has set up a strongtask force to oversee and ensure a smooth transition to GST implementation.

3.9 Outlook

The trickle-down effect of the positive sentiment seen in macro-economic indicators andfinancial markets is yet to be seen prominently in the real economy. With the stableGovernment in place and reforms like GST being implemented India could achieve a 7percent plus GDP growth rate in 2017-18.

The Company expects a moderate growth in the automotive industry in 2017-18 with acontinued strong upward trend in passenger cars and muted growth in HCV. This is supportedby improved market sentiments pickup in economic indicators pent-up demand new launchesand political stability.

The Non-Automotive segment is expected to perform well due to India’s robusteconomic growth rising household incomes and increase in consumer spending. The Companyplans to expand its market share through revamping its distribution strategy and furtherdeveloping the retail and e-tail channels in the consumer business.

The Company will continue to invest to meet the demands of the market.

4. Manufacturing Facilities

4.1 Bengaluru (Karnataka)

The Bengaluru plant with an eminent history of six decades presently houses themanufacturing of Multi-cylinder pumps & Single-cylinder pumps. The Plant following asystematic approach of ‘Continuous Improvement’ is in the process oftransforming itself from ‘Fit for Future’ to ‘We Shape the Future’its new vision statement.

Relocation from Bengaluru to Bidadi which started in February 2015 has been one ofthe major strategic actions for the year under review and will continue in the currentyear. The Plant has adopted a focused and proactive approach to meet the customer demandson account of change in emission norms from BS III to BS IV and thereafter to BS VI. Therelocation to the Bidadi facilities is expected to be completed by early 2019.

4.2 Bidadi (Karnataka)

The Bidadi Plant which manufactures Common Rail Pumps and components strives toremain lean and agile by improvising on productivity using Industry 4.0 solutions anenabler of manufacturing excellence. The Plant undertook various CSR activities likeHealth camp for women and children School renovation RO-drinking water facility in andaround its location along with Bidadi Industrial Association which were well appreciated.

During the year under review the plant successfully installed and commissioned a 3.5MW solar power plant resulting in carbon dioxide reduction by 10 tons/day.

4.3 Nashik (Maharashtra)

The Nashik Plant which manufactures diesel injectors and components achieved aproduction milestone of 20th million Common Rail Injector in 2016. During the year underreview the Plant successfully ramped up CR 2-20 body production to cater to the exportdemand of CKD. Further investments were made for capacity expansion of new generationproducts and installation of new coating equipment.

As an eco-friendly measure 10 MW capacity Solar Power Plant has been installedresulting in carbon dioxide reduction by 32 tons/day.

4.4 Jaipur (Rajasthan)

The Jaipur Plant produces Distributor (VE) Mechanical and Electronic Diesel ControlPumps which are used in Light and Heavy Commercial Vehicles Sports and Multi-UtilityVehicles (MUV) and tractors. Manufacturing of Conventional Injectors (NHA) which are usedin Light and Heavy Commercial Vehicles Locomotives Tractors and Gensets is beingrelocated from the Nashik Plant to Jaipur.

Growth in the domestic LCV and MUV markets resulted in good turnover despite slightcontraction in OE volumes due to demonetization in last quarter of 2016. The BS III to BSIV Emission Norm changeover with effect from April 01 2017 resulted in higher demands forVE pumps towards the end of the last quarter of the year under review. The Plantsuccessfully met the customer demands and achieved Zero obsolescence of pumps with 100percent delivery fulfillment.

During the year under review the plant implemented various cost-reduction measuresacross the value chain.

4.5 Naganathapura (Karnataka)

The Naganathapura Plant produces Spark Plugs a product produced by the Bosch group forover a century. The year under review witnessed an increase in the turnover mainly due tohigher demand from OE and Independent Aftermarket segments.

Focusing on improving cost competitiveness productivity improvement projects wereimplemented along with safety and quality improvement programs.

4.6 Verna (Goa)

During the year under review Verna plant opened account in secondary packaging productline with the first sale of Baling Machine (GSV 4800). The Plant with focused approachcontinued its efforts to innovate and develop new products. Verna plant also celebratedsuccessful 20 years of Bosch Packaging Technology in India with an ‘in-houseshow’ which was a well-attended and appreciated event.

4.7 Gangaikondan (Tamil Nadu)

Situated at Tirunelveli Tamil Nadu with a 6200 sq. meters of built up area thestate-of-the-art

Gangaikondan plant is the only Gasoline Systems plant in India catering to the needs ofgrowing Gasoline automobile market (both four and two wheelers) in India.

The Plant mainly produces Power Train Sensor products Air Management products Fuelsupply products Fuel Injection products for Gasoline vehicles. Effective utilization ofproduction lines ensures that the Plant is ready to face higher demands.

The Plant has installed 40KW solar energy panels to harness solar power and reducedependency on conventional electric supply.

4.8 Chennai (Tamil Nadu)

The Power Tools facility admeasuring approximately 8500 sq. meters is located atIndospace Industrial Park Orgadam Tamil Nadu. At present the facility caters mainly tothe Indian and SAARC markets. It primarily manufactures Small Angle grinders Large Anglegrinders Marble cutters Blowers Drills and two-kg Hammers along with their motors.

5. Information Technology (IT)

For GST preparedness IT projects were rolled out for making the Regional SAP systemGST compliant. Pre-readiness check and necessary upgrades have been completed in July2016. Further upgradations are being made to the Regional SAP system to meet the GSTgo-live date.

6. Change Initiatives

6.1 Continuous Improvement Process (CIP)

Considering the potential for further improvement in CIP practices at the Company tofoster a culture of process orientation and problem solving a project was undertaken fordefining CIP road map by end 2018 and for its structured deployment and review by SeniorLeadership. This project has supported in considerable improvement in various KeyPerformance Indicators (KPIs) e.g. Number of Implemented Suggestions per Employee Savingsfrom CIP Activities Number of CIP Workshops No. of VSDIA (Value Stream Design inIndirect Areas) Projects Key CIP Competencies Processing Time per Suggestion etc. withinvolvement of associates across.

6.2 Bosch Production System (BPS)

To augment the BPS Vision "Competitive Products from Agile and SustainableWaste-free Supply Chain" BPS principles have been deployed to interface ‘Source– Make – Deliver’. Using the ‘Pull principle’ improvements havebeen on "People Process and Products". During the year under review theCompany focused on "Lead from the Front" for Plant Managers through mentoring byBosch BPS Experts. These initiatives led to streamlining of the process in the Valuestream and has yielded sustained results like increase in productivity first pass yieldand reduction in throughput time and inventories.

7. Business Excellence

Striving for Excellence is one of the ‘Strategic focal points’ in our missionstatement ‘We are Bosch’. The thrust on Business Excellence is predominantlyvisible in the Diesel Systems business locations in India.

As excellence is a comparative and improvement oriented journey many initiatives havebeen taken up to bring in a culture of ‘Outside-in’ with aspects of learninggood practices and benchmarking with other organizations in a structured way. Agility as atheme is one of the key focal points for this year at Diesel Systems division in order totransform ourselves towards an ‘Agile Organization’. Agility is being fosteredat individual team and division levels. With visible success in Diesel Systems divisionsBusiness excellence concepts are now being used across other divisions.

8. Awards and Recognition

During the year under review the Company won several awards for excellence. Few suchawards are:

Award for Business Excellence 2016 – Jaipur Plant

Practices Competition Award – Bengaluru Plant

Excellent Energy Efficient Unit - Nashik Plant

Talent - Bengaluru Plant

Limited Vendor Conference 2016

Mahindra Limited

Greaves

India

SML Isuzu Limited

India

Engines Limited

9. Directors and Key Managerial Personnel

9.1 Director Retiring by Rotation

Mr. Peter Tyroller retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers himself for re-election at the said Meeting of the Company.

9.2 Changes in the Board and Key Managerial Personnel

9.2.1 Board

Dr. Steffen Berns who was re-appointed as the Managing Director of the Company for aperiod of 2 years at the 64th Annual General Meeting resigned as Director and ManagingDirector with effect from close of business hours on December 31 2016 upon assumingresponsibility as President – Car Multimedia business with Robert Bosch Germany. TheBoard places on record its sincere appreciation for contribution made and leadershipprovided by Dr. Berns during his tenure as the Managing Director of the Company.

Consequent to Dr. Berns returning to Germany Mr. Soumitra Bhattacharya who wasre-appointed as Joint Managing Director for the period January 01 2017 to June 30 2020was re-designated as Managing Director for the said term.

Pursuant to changes at the Senior Management level Dr. Andreas Wolf was appointed asJoint Managing Director for the period January 01 2017 to February 28 2019.

Mr. Jan Oliver Rhrl who joined the Company as ExecutiveVice-President (Engineering) & Regional President (Diesel Systems) was appointed asAlternate Director to Mr. Peter Tyroller in place of Dr. Andreas Wolf. Mr. Rhrl by virtue of being in employment of the Company has beenplaced in position of a Whole-time Director. The Board of Directors therefore approvedhis appointment as Whole-time Director from February 11 2017 to December 31 2020subject to the approval of Central Government and shareholders.

Approval of the members for the aforementioned re-designation and appointments is beingsought at the forthcoming 65th Annual General Meeting. Brief profiles of Mr. PeterTyroller Mr. Soumitra Bhattacharya Dr. Andreas Wolf and Mr. Jan Oliver Rhrl forms a part of the Notice convening the 65th Annual GeneralMeeting.

9.2.2 Key Managerial Personnel

The Board of Directors on recommendation of the Nomination and Remuneration Committeeappointed Mr. S Karthik as Joint Chief Financial Officer (Joint CFO) of the Company witheffect from February 11 2017.

Consequent to his appointment as the Joint CFO Mr. S Karthik relinquished his positionas the Company Secretary and Compliance Officer.

Mr. R Vijay was appointed as the Company Secretary of the Company with effect fromFebruary 11 2017

As on the date of this report the following are the Key Managerial Personnel of theCompany:

Mr. Soumitra Bhattacharya (Managing Director & Chief Financial Officer)

Dr. Andreas Wolf (Joint Managing Director)

Mr. Jan Oliver Rhrl [Executive Vice-President(Engineering) & Regional President (Diesel Systems) & Alternate Director]

Mr. S Karthik (Joint Chief Financial Officer)

Mr. R Vijay (Company Secretary)

9.3 Independent Directors

The Independent Directors have given a declaration to the Company that they meet thecriteria of independence prescribed under section 149(6) of the Companies Act 2013 (theAct) and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations).

9.3.1. Familiarization Programme for Independent Directors

For details of the familiarization programme for Independent Directors please refer tothe Corporate Governance Report.

9.4 Performance Evaluation of Directors

In line with the provisions of the Act and the Listing Regulations the Board hascarried out an annual performance evaluation of its own perfomance its Committees andindividual Directors.

For details of the performance evaluation including evaluation criteria for IndependentDirectors please refer the Corporate Governance Report.

10. Board Meetings

During the year under review six meetings of the Board of Directors were held. Theparticulars of the meetings and attendance thereat are mentioned in the CorporateGovernance Report.

11. Corporate Social Responsibility (CSR) Committee and Initiatives

Consequent to resignation of Dr. Steffen Berns from directorship of the Company theCSR Committee was reconstituted by inducting Dr. Andreas Wolf as a member in place of Dr.Steffen Berns. As on the date of this report the CSR Committee comprises of four members.Mr. Prasad Chandran Independent Director is the Chairman of the Committee. The othermembers are Mr. Bhaskar Bhat Independent Director; Mr. Soumitra Bhattacharya ManagingDirector and Dr. Andreas Wolf Joint Managing Director. The CSR Committee oversees theCompany’s CSR initiatives.

The Board of Directors has adopted a CSR policy in line with the provisions of theCompanies Act 2013. The CSR policy inter-alia deals with the objectives of theCompany’s CSR initiatives its guiding principles thrust areas responsibilities ofthe CSR Committee implementation plan and reporting framework.

Some of the key initiatives during the year under review were as under: (i) HealthHygiene and Education in Government schools: Medical camps follow-up and treatmentincluding surgeries for school children hands on training in science life skillcomputer/English education and Infrastructure development in schools.

(ii) Vocational training focused on employable skills: Short term skill development andtraining programme for school dropouts; and (iii) Neighbourhood projects as per the localneeds identified by Company’s Plants: Setting up Reverse Osmosis Plant in villagesnear Jaipur Check dams near Nashik; Kitchen setup near Jigani Bengaluru etc.

Details of the CSR Committee meetings and attendance of the member thereat forms partof the Corporate Governance Report.

Annual Report on Corporate Social Responsibility Activities of the Company is enclosedas Annexure - ‘B’ (Page No. 58) to this report.

12. Audit Committee

The Audit Committee comprises of five members. Mrs. Renu S Karnad IndependentDirector is the Chairperson of the Committee. The other members are Mr. V. K.Viswanathan Non-Executive & Non-Independent Director Mr. Bernhard Steinruecke Mr.Prasad Chandran and Mr. Bhaskar Bhat Independent Directors.

During the year under review the Board accepted all the recommendations of the AuditCommittee.

Details of the roles & responsibilities particulars of meeting and attendancethereat are mentioned in the Corporate Governance Report.

13. Subsidiary and Associate Companies

13.1 Subsidiary Company

MICO Trading Private Limited (MTPL)

The Company has only one subsidiary viz. MICO Trading Private Limited. The financialperformance of MTPL is as under:-

(Amount in TINR)
Particulars 2016-17 2015-16*
Total Revenue 75.8 86.2
Profit/(Loss) Before Tax 6.8 (19.6)
Profit/(Loss) After Tax 4.7 (19.6)

*Re-stated on account of adoption of Ind AS.

The Directors’ Report along with the Audited

Statement of Accounts of MTPL has been uploaded on the website of the Company atwww.boschindia. com under the "Shareholder Information" section.

13.2 Associate Company

Newtech Filter India Private Limited (NTFI)

The Company has one Associate Company viz. Newtech Filter India Private Limited. TheCompany holds 25 percent and Robert Bosch Investment Nederland BV holds 75 percent of thepaid-up share capital of NTFI.

NTFI is the manufacturer of automotive filters selling their products to the Companywhich further sells the same to end customers. Aftermarket contributed to 73 percent ofthe product sales while 27 percent were attributed to OEM and OES channels in 2016-17.

The turnover and results of NTFI are as follows:

(Mio INR)
Particulars 2016-17 2015-16 % Growth
Turnover 694 778 11.5
Profit / (Loss) Before Tax 17 14 NA
PBT % on Turnover 2.4 1.8 NA

1. The numbers given above are for April to March period. For 2015-16 numbers are forthe 15 month period from January 01.01.15 to 31.03.16 2. Percentage growth in 2016-17 isover 2015-16 on a prorata basis.

A separate statement containing the salient features of the financial statement of theaforementioned Subsidiary and Associate is enclosed as Annexure ‘C’ (Page No.62) to this Report.

14. Remuneration Policy

The Nomination and Remuneration Policy inter-alia provides for criteria andqualifications for appointment of Director Key Managerial Personnel and SeniorManagement Board diversity remuneration to directors key managerial personnel etc. Thepolicy is enclosed as Annexure ‘D’ (Page No. 63) to this Report. The policy canalso be accessed at the following link: http://www.boschindia.com/media/in/documents/our_company_1/shareholder_information_1/2015/ Nomination_and_Remuneration_Policy.pdf

15. Particulars of Employees

Disclosures pertaining to remuneration of employees and other details as requiredunder Section 197(12) of the Act and rules framed thereunder is enclosed as Annexure‘E’ (Page No. 66) to this Report.

The information in respect of employees of the Company required pursuant to Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedwill be provided on request. In terms of Section 136 of the Act the Reports and Accountsare being sent to the Members and others entitled thereto excluding the aforementionedparticulars of employees which is available for inspection by the Members at theRegistered Office of the Company during business hours on any working day. Any memberdesirous of obtaining a copy of the same may write to the Company atinvestor@in.bosch.com.

16. Corporate Governance

A report on Corporate Governance in terms of the requirements of the ListingRegulations and a certificate from the Practicing Company Secretary forms part of thisAnnual Report (Page No. 193).

17. Risk Management

The Company has a well-defined Risk Management policy. The policy has been developedafter taking cognizance of the relevant statutory guidelines Bosch Guidelines on riskmanagement empirical evidences stakeholder's feedback forecast and expert judgment.

The policy inter-alia provides for the following:

1. Risk Management framework;

2. In-built pro-active processes within the Risk

Management Manual for reporting evaluating and resolving risks;

3. Identifying and assessing risks associated with various business decisions beforethey materialize. Take informed decisions at all levels of the organization in line withthe Company’s risk appetite;

4. Ensuring protection of shareholders' stake by establishing an integrated RiskManagement Framework for identifying assessing mitigating monitoring evaluating andreporting all risks;

5. Strengthening Risk Management through constant learning and improvement;

6. Adoption and implementation of risk mitigation measures at every level in order toachieve long-term goals effectively and sustainably;

7. Regularly review Risk Tolerance levels of the Company as they may vary with changein the Company’s strategy; and

8. Ensuring sustainable business growth with stability.

In the opinion of the Board there are no risks that may threaten the existence of theCompany.

18. Whistle Blower Policy

The Company has a Whistle Blower Policy which provides a vigil mechanism for dealingwith instances of fraud and mismanagement.

Details of the Whistle Blower Policy have been mentioned in the Corporate GovernanceReport. The Whistle Blower Policy has also been uploaded on the website of the Company andcan be accessed at the following link: http://www.boschindia.com/media/in/documents/our_company_1/shareholder_ information_1/2014/Whistle_blower_policy.pdf

19. Business Responsibility Report

In terms of the requirements of Regulation 34(2)(f) of the Listing Regulations areport on Business Responsibility in the format prescribed by Securities and ExchangeBoard of India forms a part of this Annual Report (Page No. 205).

20. Related Party Transactions

The Audit Committee accords omnibus approval to Related Party Transactions which areforeseen and repetitive in nature. The Audit Committee reviews on a quarterly basis thedetails of the Related Party Transaction entered pursuant to the aforementioned omnibusapproval. Additionally the Company obtains a half yearly certificate from a CharteredAccountant in Practice confirming that the related party transactions during the saidperiod were in ordinary course of business repetitive in nature and satisfy theArm’s length principles.

Consequent to the approval of the shareholders for sale of the Starter Motors andGenerators business (SG Business) of the Company the said business was transferred toRobert Bosch Starter Motors Generators India Private Limited with effect from August 012016.

The details of Related Party Transactions under Section 188(1) of the Act required tobe disclosed under Form AOC - 2 pursuant to Section 134(3) of the Act is enclosed asAnnexure 'F' (Page No. 68).

The Company has framed a policy on determining materiality of Related Party Transactionand dealing with Related Party Transaction. The said policy has been uploaded on thewebsite of the Company and can be accessed at the following link:http://www.boschindia.com/media/in/documents/our_company_1/shareholder_information_1/2014/ RPT_Policy.pdf

21. Energy Conservation Technology Absorption Foreign Exchange Earnings & Outgo

The report in respect of conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 of the Act read with Rule 8 ofCompanies (Accounts) Rules 2014 as amended is enclosed as Annexure ‘G’ (PageNo. 70) to this Report.

22. Auditors

22.1 Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act 2013 the term ofoffice of Price Waterhouse & Co Bangalore LLP ("PWC") will end at theconclusion of the forthcoming Annual General Meeting. The Board places on record itsappreciation for services rendered by PWC as Statutory Auditors of the Company.

The Board has recommended appointment of M/s. Deloitte Haskins & Sells LLP (FirmRegistration No. 117366W/W-100018) (DHS LLP) as Statutory Auditors of the Company. Theaforementioned appointment is subject to approval of the shareholders at the forthcomingAnnual General Meeting. Accordingly resolution for appointment of DHS LLP as StatutoryAuditors of the Company for a period of 5 consecutive years from the conclusion of the65th (forthcoming) Annual General Meeting till the conclusion of the 70th Annual GeneralMeeting to audit the Financial Statements of the Company from Financial Year 2017-18 isproposed for approval of the members at the forthcoming AGM.

The Auditors’ Report on the Standalone as well as Consolidated FinancialStatements for the Financial Year 2016-17 is unmodified i.e. it does not contain anyqualification reservation or adverse remark.

22.2 Cost Audit & Cost Auditors

The Board of Directors on recommendation of the Audit Committee appointed M/s. RaoMurthy & Associates Cost Accountants Bengaluru (Registration No.000065) as CostAuditors to audit the cost accounts of the Company for the Financial Year 2017-18 in termsof the provisions of Section 148 of the Companies Act 2013. As per the requirements ofthe said section remuneration payable to the Cost Auditors is required to be ratified bythe shareholders at the General Meeting. Accordingly resolution ratifying theremuneration payable to M/s. Rao Murthy & Associates forms a part of the Notice datedMay 25 2017 convening the 65th Annual General Meeting.

22.3 Secretarial Auditor

The Company appointed Mr. Sachin Bhagwat

Practicing Company Secretary to conduct Secretarial Audit as per the provisions of theAct for the Financial Year 2016-17. The report of the Secretarial Audit is enclosed asAnnexure ‘H’ (Page No. 72) to this report.

There were no qualifications reservations or adverse remarks in the Report of theSecretarial Auditor.

22.4 Reporting of Fraud

There have been no instances of fraud reported by the aforesaid Auditors under Section143(12) of the Act and Rules framed thereunder either to the Company or to the CentralGovernment.

23. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors reportthat:

(a) in the preparation of the annual accounts the applicable accounting standards werefollowed along with proper explanation relating to material departures;

(b) they have selected and consistently applied accounting policies and have madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and theprofit of the Company for that period;

(c) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities

(d) the annual accounts have been prepared on a ‘going concern’ basis

(e) proper internal financial controls are in place and that they are adequate and areoperating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

24. Details of Loans Guarantee and Investments

Details of loans guarantee and investments covered under section 186 of the Act aregiven in the Notes to the Financial Statements.

25. Deposits

During the year under review there were no deposits as per the provisions of CompaniesAct 2013.

26. Material Changes and Commitments

There were no material changes and commitments between the end of the year under reviewand the date of this report which could have an impact on the Company’s operation inthe future or its status as a "going concern".

27. Significant and Material Orders passed by the Regulators or Courts

Company’s manufacturing facility at Jaipur was closed for a day in the month ofOctober 2016 consequent to notice of closure by Rajasthan State Pollution Control Board(RSPCB). Based on the representation made by the Company RPSCB revoked their closureorder.

Karnataka State Pollution Control Board (KSPCB) had vide Public Notification dated May05 2017 directed closure of all industrial units in the catchment area of the BellandurLake Bengaluru. As an abundant caution operations at the facility of the Companysituated at Adugodi Bengaluru were temporarily halted for a day. Based on theclarification by KSPCB regarding non-applicablity of the said public notice to theCompany’s Adugodi facility operations were resumed with effect from May 08 2017.

There was no financial impact on account of temporary closure of the facilitiessituated at Jaipur and Adugodi Bengaluru pursuant to the above orders.

Further there were no significant or material orders passed by the Regulators orCourts impacting the going concern status and Company’s operations in future.

28. Buyback

During the year under review the Company has bought back 878160 Equity Shares of facevalue of INR 10 each representing 2.796 percent of the pre-buyback paid up share capitalof the Company for an aggregate consideration of Mio INR 20197 (representing 24.99percent of the paid up share capital and free reserves). Robert Bosch GmbH the holdingcompany also participated in the Buyback. The Post Issue capital of the Company is MioINR 305.21 consisting of 30520740 Equity Shares of INR 10 each. The present shareholdingpattern is as under:

Particulars No. of shares % of the paid-up share capital
Promoter and Promoter Group 21512705 70.49
Others/Public 9008035 29.51

29. Extract of Annual Return

In terms of the requirements of Section 134(3)(a) of the Act an Extract of AnnualReturn as provided under Section 92(3) of the Act is enclosed as Annexure ‘I’(Page No. 74) to this Report.

30. Acknowledgements

The Directors express their gratitude to the various Central and State GovernmentDepartments for their continued cooperation extended to the Company. The Directors alsothank all customers dealers suppliers banks members and business partners for theexcellent support received from them. The Directors would also like to acknowledge theexceptional contribution and commitment of the employees of the Company during the yearunder review.

31. Cautionary Statement

Statements in the Board’s Report and the

Management Discussion & Analysis describing the Company’s objectiveexpectations or forecasts may be forward looking within the meaning of applicable laws andregulations. Actual results may differ materially from those expressed in the statement.

For and on behalf of the Board of Directors

V. K. Viswanathan

DIN: 01782934

Chairman

Date: May 25 2017