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Endurance Technologies Ltd.

BSE: 540153 Sector: Auto
NSE: ENDURANCE ISIN Code: INE913H01037
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OPEN 1258.15
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VOLUME 612214
52-Week high 1338.30
52-Week low 535.00
P/E 71.36
Mkt Cap.(Rs cr) 17,175
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1258.15
CLOSE 1252.10
VOLUME 612214
52-Week high 1338.30
52-Week low 535.00
P/E 71.36
Mkt Cap.(Rs cr) 17,175
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Endurance Technologies Ltd. (ENDURANCE) - Director Report

Company director report

Dear Shareholders

The Directors of your Company take pleasure in presenting the Eighteenth Annual Reporton the business and operations of the Company together with financial statements for thefinancial year ended 31st March 2017.

Financial Results

` in million
Standalone

Financial Year

Financial Year

Consolidated Financial Year

Financial Year
Particulars

2016-17

2015-16

2016-17

2015-16
Revenue from operations 42660.05 40468.69 59742.03 56176.16
Total income 42947.19 40683.61 60222.92 56505.79
Gross profit before finance cost depreciation exceptional items and extraordinary expenses 4835.95 4598.52 7874.00 7124.56
Finance cost 178.57 329.74 322.49 489.56
Profit before depreciation exceptional items and extraordinary expenses 4657.38 4268.78 7551.51 6635.00
Depreciation and amortization 1668.57 1475.00 2905.06 2431.73
Profit before tax 2988.81 2793.78 4646.45 4203.27
Current tax expense 759.06 643.45 1337.17 1168.95
Deferred tax 14.78 63.88 6.18 29.82
Net profit for the year 2214.97 2086.45 3303.10 3004.50
Less: Profit attributable to Non-controlling interest - - - 10.87
Profit attributable to owners of the Company 2214.97 2086.45 3303.10 2993.63
Add: Profit brought forward from last year 10721.07 8927.13 11087.40 8602.63
Add: Capital subsidy received during the year - 3.00 - 3.00
Add: Re-measurements of defined benefit plans net of tax (17.83) 0.75 (17.01) 0.59
Acquisition of non-controlling interest in subsidiary - - - (216.19)
Appropriation:
Dividend on Equity Shares (52.75) (246.16) (52.75) (246.16)
Tax on Dividend (10.74) (50.10) (10.74) (50.10)
Balance carried forward in Balance Sheet 12854.72 10721.07 14310.00 11087.40

Dividend

Considering the Company's financial performance the Board of Directors haverecommended dividend of ` 2.50 per equity share of ` 10 each (25%) for the financial year2016-17 for consideration of the shareholders at the ensuing Annual General Meeting("AGM").

The dividend if approved by the shareholders will result in an outgo of ` 423.3million which includes tax on dividend aggregating to ` 71.6 million.

Company's Performance

The Company has adopted Indian Accounting Standards (Ind AS) w.e.f. 1stApril 2016 pursuant to the notification of Companies (Indian Accounting Standards) Rules2015 issued by the Ministry of Corporate Affairs. Previous year's figures have beenrestated and audited by M/s. Deloitte Haskins & Sells LLP Chartered Accountants(Firm's Registration No.117366W/W-100018).

During the financial year 2016-17 revenue from operations on standalone basis increasedto ` 42660 million as against

` 40469 million in the previous year – a growth of 5.4%. The profit after tax forthe current year is ` 2215 million as against ` 2086 million in the previous year –a growth of 6.2%.

On a consolidated basis Endurance Group achieved revenue of ` 59742 million comparedto ` 56176 million in the previous year – a growth of 6.3%. Profit after tax of thegroup for the year stood at ` 3303 million as against ` 3005 million in the previousyear – a growth of 9.9%.

Consolidated Financial Statements:

As per Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 ("Listing Regulations") and applicable provisions of theCompanies Act 2013 ("Act") read with the rules issued thereunder consolidatedfinancial statements of the Company for the financial year 2016-17 have been prepared incompliance with applicable accounting standards and on the basis of audited financialstatements of the Company its subsidiaries (including step-down subsidiaries) as approvedby the respective companies' Board of Directors.

During the year the Board of Directors reviewed the affairs of the subsidiaries inaccordance with Section 129(3) of the Act. Consolidated financial statements together withthe auditor's report form part of this annual report.

Subsidiaries

During the year under review there were no new subsidiaries incorporated nor anycompany ceased to be a subsidiary of the Company. As at 31st March 2017 theCompany had following subsidiaries:

1. Endurance Overseas Srl Italy (Direct subsidiary);

2. Endurance Fondalmec SpA Italy (Indirect subsidiary);

3. Endurance FOA SpA Italy (Indirect subsidiary);

4. Endurance Engineering Srl Italy (Indirect subsidiary); and

5. Endurance Amann GmbH Germany (Direct subsidiary).

In terms of Section 129(3) of the Act a separate statement containing the salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 formspart of the Annual Report. A copy of the audited financial statements of each of thesubsidiary companies and English translation thereof will be kept for inspection by anyMember of the Company at its Registered and Corporate Office during business hours. Thesefinancial statements are also placed on the Company's websitewww.endurancegroup.com/investor/investor-relations. Copy of these financial statementsshall be made available to any Member of the Company on request.

Details of subsidiaries of the Company and their performance are covered in ManagementDiscussion and Analysis Report forming part of the Annual Report.

Conversion of Company to Public Limited Company

During the year under review the shareholders of the Company at their Extra-ordinaryGeneral Meeting ("EoGM") held on 18th May 2016 approved conversionof the Company into public limited by deleting the word ‘Private' and correspondingamendments in its Memorandum and Articles of Association as applicable to a public limitedcompany. The Company received a fresh certificate of incorporation dated 31stMay 2016 from the Registrar of Companies Maharashtra Mumbai effecting conversion of theCompany into public limited. Consequently the name of the Company changed to"Endurance Technologies Limited".

Share Capital

Restructuring of Authorised Capital:

Pursuant to the approval of the shareholders granted at the EoGM held on 18thMay 2016 the authorised share capital was restructured as follows: i. Consolidation anddivision of the equity share capital of the Company from 216250000 equity shares of `4each to 86500000 equity shares of `10 each; ii. Reclassification of existing redeemablepreference share capital into equity share capital; and iii. Increase in the authorisedshare capital from ` 885 million to `1650 million. Consequently the authorised sharecapital changed

from:

` 885000000 (Rupees Eight Hundred Eighty Five Million only) divided into 86500000equity shares of ` 10 each aggregating to ` 865000000 (Rupees Eight Hundred Sixty FiveMillion only) and 2000000 Redeemable Preference Shares of ` 10 each aggregating to `20000000 (Rupees Twenty Million only).

To

`1650000000 (Rupees One Thousand Six Hundred Fifty Million only) divided into165000000 equity shares of `10 each.

Issue of Bonus Shares:

During the year under review your Company issued bonus equity shares in the ratio of7:1 (seven bonus equity shares for every one equity share held). The shareholders in theEoGM held on 18th May 2016 approved issuance of bonus equity shares whichwere allotted on 29th May 2016 to the members who held equity shares on therecord date i.e. 25th May 2016 by capitalisation of capital redemptionreserve and securities premium account.

Change in the Paid-up Share Capital of the Company:

Consequent to the consolidation of equity share capital from face value of ` 4 pershare to ` 10 per share and issue of bonus shares in the ratio of 7:1 the issuedsubscribed and paid-up equity share capital increased from ` 175.83 million to `1406.63million.

The paid up equity share capital as on 31st March 2017 was `1406628480.

Initial Public Offering

During the year under review the Company offered its equity shares of ` 10 each("Equity Shares") for subscription by the public by way of Initial Public Offer("IPO"). The IPO was by way of an Offer for Sale of 19295968 Equity Shares byActis Components and System Investments Limited (Private Equity investor) and 5317056Equity Shares by Mr. Anurang Jain (Promoter).

The Equity Shares in the IPO were offered at a price of ` 472 per share. The Companylisted its Equity Shares on BSE Limited and National Stock Exchange of India Limited on 19thOctober 2016.

Post IPO 17.5% of the shareholding is held by public and balance 82.5% is held by thePromoter and Promoter group.

Utilisation of IPO Proceeds:

As the Company's IPO was by way of an Offer for Sale by shareholders the Company didnot receive any proceeds from the IPO and the proceeds were paid to the shareholders.

Directors and Key Managerial Personnel

Appointment of Mr. Massimo Venuti

During the year under review Mr. Massimo Venuti (DIN: 06889772) who was appointed asdirector of the Company effective 6th June 2014 tendered his resignation fromthe directorship of the Company effective 9th June 2016 owing to certainpersonal reasons of transient nature.

In terms of the provisions of Section 161 of the Act Mr. Massimo Venuti was appointedas an Additional Director of the Company on 2nd December 2016 and holds officeupto the date of the forthcoming AGM.

The Company has received notice from Members proposing the candidature of Mr. Venutifor appointment as director of the Company and accordingly the matter has been proposedfor consideration of the shareholders at the ensuing AGM.

Information as required under Regulation 36(3) of the Listing Regulations for hisappointment is provided in the Notice of Eighteenth AGM.

Appointment of women directors and independent directors

During the year under review in terms of Sections 149 and 152 of the Act the Board ofDirectors at its meeting held on 10th June 2016 appointed Ms. Anjali Sethand Mrs. Falguni Nayar as Additional Non-Executive Independent Directors for a period offive years commencing from 10th June 2016. Their appointment as Non-ExecutiveIndependent Directors was approved by the shareholders in the Seventeenth AGM of theCompany held on 3rd August 2016.

In terms of Section 149(6) of the Act following persons who were already holdingdirectorships of the Company were appointed as independent directors of the Company by theBoard at its meeting held on 10th June 2016 for a period of five years: i.Mr. Partho Datta; ii. Mr. Soumendra Basu; and iii. Mr. Roberto Testore.

Their appointment as independent directors was approved by the shareholders in theSeventeenth AGM held on 3rd August 2016.

Brief profile of the directors appointed during the year under review is given below.

Ms. Anjali Seth

Ms. Anjali Seth (DIN:05234352) is an eminent professional lawyer having more thanthirty years' experience. She is on the Board of Adlabs Entertainment Limited Caprihans(India) Limited Kalpataru Limited and Kalpataru Power Transmission Limited amongst othercompanies.

She has advised and provided consultancy services to top banks and financialinstitutions including on M&As PE investments and other legal matters. Ms. Seth hasworked with International Finance Corporation and gained global experience in projectfinancing client negotiations liaison with the Ministry of Finance Reserve Bank ofIndia and other statutory and regulatory authorities interface with external solicitorsand counsels interaction with head quarters on World Bank Group specific legal frame-workand advising on local laws and regulations.

Mrs. Falguni Nayar

Mrs. Falguni Nayar (DIN: 00003633) is an entrepreneur founder and Chief ExecutiveOfficer of FSN Ecommerce Ventures Pvt. Ltd. At present she serves on Board of a number ofcompanies including Tata Motors Limited ACC Limited Dabur India Limited L&TInfrastructure Finance Limited and Kotak Securities Limited.

Mrs. Nayar holds Post Graduate Diploma in Management from Indian Institute ofManagement Ahmedabad. She holds rich and varied experience of over 30 years. She startedher career as a Manager and Consultant at A F Ferguson & Co. Thereafter she wasassociated with Kotak Mahindra Finance Ltd. Kotak Securities Ltd. and Kotak InvestmentBank for over nineteen years as an Investment banker with the last six years as ManagingDirector and Chief Executive Officer of Kotak Investment Bank. She also served as aCorporate Advisor to Temasek Holdings Advisors India Pvt. Ltd. Thereafter she foundedNykaa.com which was awarded as a The Most Innovative E-Commerce Company' at the eTalesAwards – 2015.

Mrs. Nayar has received the FICCI Ladies Organization (FLO) award for top womanachiever in the field of banking in 2008 and has also been recognized amongst Top Women inbusiness by Business Today in 2009 & 2011.

Mr. Partho Datta

Mr. Partho Datta (DIN: 00040345) is a Chartered Accountant by qualification and hasalso attended the Advanced Management Program of the Harvard Business School.

He holds over three decades of corporate experience and has been involved with industryassociations at both national and regional levels.

He began his career with Dunlop India Limited and later joined the erstwhile IndianAluminium Company Limited (Indal). He has also worked in the erstwhile Alcan AluminiumLimited the parent company of Indal in Canada. He served as Treasurer Chief FinancialOfficer and then Director - Finance in Indal. During his tenure at Indal the companyreceived several awards for business performance and presentation of accounts.

In 1998 he joined the Murugappa Group Chennai as the head of Group Finance and amember of the supervisory board of the group. Murugappa Group won the prestigious WorldFamily Business award of the IMD during his tenure and also saw significant advances incorporate governance and professionalisation.

Mr. Datta was a non-executive special advisor to the Satyam Computer Services LimitedBoard after the Central Government appointed a new group of Directors in January 2009.

At present Mr. Datta is also on the Boards of HDFC Bank Limited IRIS BusinessServices Limited Peerless Funds Management Co Limited and The Peerless General Finance& Investment Co Limited.

Mr. Soumendra Basu

Mr. Soumendra Mohan Basu (DIN: 01125409) holds an Honours Degree in English fromPresidency College Kolkata. He has undergone a formal accreditation program in coachingwith Right Management.

Mr. Basu holds more than 36 years of experience in banking sector. He has worked withthree premier banking institutions - State Bank of India ANZ Grindlays Bank and StandardChartered Bank.

In ANZ Grindlays Bank he held senior positions across the Corporate and ConsumerBanking businesses and in functions such as strategy process re-engineering andoperations. Following the acquisition of ANZ Grindlays by Standard Chartered Bank in 2000he became COO-India Region and was responsible for the management of around 1900 staffacross multiple locations and functions. He also led the integration of IT and Operationsof both the Banks. He was instrumental in the establishment of Scope International. Heserved as Director of both Scope International and Standard Chartered Finance Ltd. Duringhis tenure in India he was also a member of Standard Chartered Bank's India ManagementCommittee. In 2003 he moved to Singapore in a global role with the Wholesale Bank ofStandard Chartered managing the Credit Risk Control function and the Basel Program.

Thereafter he joined Manpower India a 100% subsidiary of Manpower Inc. a fortune 500Company and a Global leader in human resources and staffing solutions. While in Manpowerfor three years he laid the foundation for making Manpower India a leading and dominantrecruitment services firm in India. He played a leading role in the formation of jointventure with ABC Consultants. During this period Right Management a Manpower Companystarted the process of acquiring Grow Talent India Pvt. Ltd. He served on the Board ofRight Grow Talent India Pvt. Ltd. during the phase of transition.

He is presently an independent consultant in the areas of organization human resourcesand corporate affairs as Managing Partner of DGA Consulting.

He is a director on the Boards of India Carbon Limited Peerless Funds Management Co.Limited and Bengal Peerless Housing Development Company Limited.

Mr. Roberto Testore

Mr. Roberto Testore (DIN: 01935704) has graduated in mechanical engineering fromTurin Polytechnic University.

He holds more than three decades of experience in automobile industry.

He began his career in the automobile sector joining FIAT in 1976 and held positionsin production and organisation. Thereafter he joined the IFI-owned Group Unimorando asVice President of the Industrial Operations; during this period he executed therestructuring of the whole group. In 1986 he joined COMAU where he held differentpositions till 1994 when he was appointed CEO of COMAU SpA and COMAU Finanziaria S.p.A.During this period COMAU became the world leader company operating in industrialautomation.

In 1996 he joined FIAT Auto S.p.A. as Chief Executive Officer. During these years thecompany won the European "Car of the Year" award twice and in the meantime FIATbecame the leading brand in Brazil and began manufacturing and selling cars in ChinaIndia South Africa and Egypt. He has also held senior positions in Trenitalia S.p.A. theCompany that manages the railway operations inside the Group Ferrovie dello Stato SpA.From 2004 to 2006 Trenitalia was reorganized through various evolutions in order to facethe deregulation of the Railway Transport.

Amongst other Companies where Mr. Testore holds directorships he is presently ManagingDirector of Pantheon IT Srl Chairman of Pantheon Italia Srl Sole Administrator ofRisorgimento Srl and is also Chief Operating Officer of Sofinter SpA and AC Boiler SpA.

Resignation of Mr. Asanka Rodrigo

During the year under review Mr. Asanka Rodrigo (DIN: 03010463) resigned fromdirectorship of the Company on 20th October 2016. Mr. Rodrigo was a nominee ofActis Components and System Investments Limited ("Actis") and was appointed onthe Board of the Company pursuant to the Shareholders' Agreement dated 19thDecember 2011 executed between the Company Actis and Company's other shareholdersafter Actis became a shareholder of the Company in 2011. His resignation was in terms ofthe said Shareholders' Agreement whereby the agreement terminated upon listing of theCompany's equity shares on the stock exchanges.

Retirement of directors by rotation

In terms of Section 152 of the Act Mr. Ramesh Gehaney (DIN: 02697676) Director andChief Operating Officer shall retire by rotation at the ensuing AGM and being eligiblehas offered himself for re-appointment. Information as required under Regulation 36(3) ofthe Listing Regulations is provided in the Notice of Eighteenth AGM.

Key Managerial Personnel

During the year under review consequent upon conversion of status to ‘publiccompany' and in terms of the provisions of Section 203 of the Act the Board of Directorsat its meeting held on 10th June 2016 appointed the following officials as‘Key Managerial Personnel' of the Company: i. Mr. Anurang Jain Managing Director;ii. Mr. Ramesh Gehaney Director and Chief Operating Officer (Whole Time Director);iii. Mr. Satrajit Ray Director and Group Chief Financial Officer (Chief FinancialOfficer); and iv. Mr. Sunil Lalai Company Secretary and Vice President – Legal (CompanySecretary).

Number of Meetings of the Board

During the year under review six Board meetings were held and detailed information onthe same is given in the Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act the Directors based on the representationreceived from the management confirm that: (i) in the preparation of the annual accountsfor the year ended 31st March 2017 the applicable accounting standards havebeen followed along with proper explanation relating to material departures; (ii) thedirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year 2016-17 and of theprofit and loss of the Company for that period; (iii) the directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (iv) the directors have prepared the annualaccounts on a going concern basis; (v) the directors have laid down internal financialcontrols to be followed by the Company and such internal financial controls are adequateand operating effectively; and (vi) the directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.

Declaration by Independent Directors

In terms of Section 149(7) of the Act the Independent Directors of the Company havesubmitted their declaration confirming compliance with the criteria of independence asstipulated under Section 149(6) of the Act.

Directors' Remuneration Policy and Criteria for matters under Section 178

As stipulated under Section 178 of the Act and based on the recommendation of theNomination and Remuneration Committee the Board has approved a Nomination andRemuneration Policy of the Company. The Policy documents the mechanism for appointmentcessation evaluation and remuneration of the Directors Key Managerial Personnel andSenior Management of the Company. Information on the Policy and details of the criteriafor determining qualifications positive attributes and other matters in terms of Section178 of the Act are provided in the Corporate Governance Report.

Performance Evaluation of the Board Its Committees and Directors

Annual performance evaluation of the Board its Committees and individual directors forthe financial year ended 31st March 2017 was conducted by: i. the independentdirectors at their meeting held on 18th April 2017; ii. the Nomination andRemuneration Committee of the Company at its meeting held on 19th April 2017;and iii. the Board at its meeting held on 19th April 2017.

Information and other details on annual performance assessment is given in theCorporate Governance Report.

Information on Board Meeting Procedure and attendance during the Financial Year 2016-17

The Board meetings of the Company are conducted as per the provisions of the ActListing Regulations and applicable Secretarial Standards. Information as mentioned in theAct and Schedule II to the Listing Regulations and all other material information as maybe decided by the management is placed for consideration of the Board. Details on thematters to be discussed along with relevant supporting documents data and otherinformation is also furnished in the form of detailed agenda to the Board and theCommittees concerned to enable directors take critical decisions and accordingly advisethe management.

Details regarding information furnished to the Board members number of Committee andBoard meetings held during the year along with attendance record of each director has beendisclosed in the Corporate Governance Report of the Company.

Risk Management

The Company has a Board approved Risk Management Policy which has been drawn up withthe objective to identify evaluate assess and prioritise risks to which the Company isexposed to and defines a mechanism to mitigate such identified risks.

Effective April 2016 the risk management framework of the Company has also beenformalised. The framework inter alia encompasses risks that are specific to theCompany considering general industry and perceived market risks; thresholds against theidentified risks wherever feasible and an appropriate review monitoring and reportingmechanism. The framework lays down the functions/ departments responsible for mitigationof the risks identified. Based on the mechanism laid down in the framework a statusreport is presented by each function biannually and critical matters are reviewed by theAudit Committee and the Board.

Credit Rating

During the year under review the credit rating of the Company's short term and longterm debt was maintained by CRISIL at ‘CRISIL AA-/Stable' for long term loan and‘CRISIL A1+' for short term loan.

In April 2017 ICRA rated the Company's long term and short term borrowing at‘ICRA AA (Positive)' and ‘ICRA A1+' respectively.

Internal Financial Controls

Your Company has an adequate internal financial control mechanism wherein all policiesand procedures have been adopted with the objective of ensuring: i) orderly and efficientcontrol of business; ii) adherence to Company's policies; iii) safeguarding of assets; iv)prevention and detection of frauds and errors; v) accuracy and completeness of accountingrecords; and vi) timely preparation of reliable financial information.

The Company has an internal control framework which includes policies standardoperating procedures and schedule of authority which are developed and documented. Itfollows a structured mechanism of function-specific reviews and risk reporting by theManagement Committee of the Company and critical matters are brought to the attention ofthe Audit Committee and the Board.

Further the Company has an in-house Internal Audit (IA) team lead by the ChiefInternal Auditor who reports to the Audit Committee. The scope of work accountabilityresponsibility reporting and authority of the IA Department is defined in the InternalAudit Charter which is reviewed by the Audit Committee annually.

The IA team draws up an internal audit plan in advance for a financial year which isapproved by the Audit Committee and progress thereof is reviewed by the Committee at itsquarterly meetings. In order to ensure objectivity and independence of the auditmechanism internal audit of processes at specific plants are outsourced. The IA teamconducts audits of the processes followed by plants and corporate functions specificallyemphasising on adherence to Standard Operating Procedures (SOPs) controls and internalguidelines issued by the management.

Observations of the audit are shared with the respective plant and function heads alongwith recommended corrective measures. Implementation of the recommendations are monitoredby the IA team.

Report on audit findings and corrective measures taken by the respective processowners is reviewed periodically by the senior management team of the Company comprisingthe Managing Director the Director and Group Chief Financial Officer and the Director andChief Operating Officer. Significant observations and status of implementation ofrecommendations of the IA team are presented to the Audit Committee. The Committee reviewsthe report and advises on improvising the systems and processes where necessary.

The Company's internal control mechanism is commensurate with the scale of itsoperations thereby ensuring compliance of the Act and Listing Regulations.

Corporate Governance

In terms of the Listing Regulations Corporate Governance Report including GeneralShareholders' information along with the report on Management Discussion and Analysisforms part of the Annual Report of the Company for the financial year 2016-17.

The Managing Director and the Director and Group Chief Financial Officer have certifiedto the Board with regard to financial statements and other matters as required underRegulation 17(8) read with Schedule II to the Listing Regulations.

Code of Conduct for Prevention of Insider Trading and Fair Disclosure of UnpublishedPrice Sensitive Information

In terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 the Companyhas adopted a ‘Code of Conduct for Prevention of Insider Trading' ("PITCode"). Further the Company has also adopted a ‘Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information' ("UPSICode").

The PIT Code and UPSI Code are drawn up on the principle that the Company's directorsand employees owe a fiduciary duty amongst others to the shareholders of the Company toplace the interest of shareholders above their own and conduct their personal securitiestransactions in a manner that does not give rise to any conflict of interest. These codeslay down the mechanism for ensuring timely and adequate disclosure of Unpublished PriceSensitive Information ("UPSI") to the investor community by the Company toenable them take informed investment decisions with regard to its securities.

The PIT Code prescribes the procedure for trading in securities of the Company and thedisclosures to be made by persons covered under the PIT Code with respect to theirshareholding in the Company both direct and indirect.

The UPSI Code documents the manner of disseminating UPSI for making it accessible tothe public on non-discriminatory basis.

Any information is determined to be UPSI based on the principles enumerated in theCompany's policy on Determination of Materiality of Event / Information.

Details in Respect of Frauds Reported by Auditors

During the year under review there have not been any instances of fraud andaccordingly the Statutory Auditors have not reported any frauds either to the AuditCommittee or to the Board under Section 143(12) of the Act.

Auditors

Statutory Auditor

M/s. Deloitte Haskins & Sells LLP Chartered Accountants (Firm's RegistrationNo. 117366W/W-100018) ("DHS") hold office up to the conclusion of theEighteenth AGM.

DHS were appointed as Statutory Auditors of the Company from the conclusion of SeventhAGM i.e. from 30th September 2006 and thereafter they have beenre-appointed every year. In terms of Section 139 of the Act read with Rule 6 of theCompanies (Audit and Auditors) Rules 2014 pertaining to mandatory rotation of auditorsthe term of appointment of DHS as Statutory Auditors of the Company expires at theconclusion of the Eighteenth AGM and they are not eligible for re-appointment.

In view of the foregoing the Board has recommended appointment of M/s. S R B C &CO. LLP Chartered Accountants Firm Registration No: 324982E/E300003 ( ) asStatutory Auditors of the Company for a period of five years from the conclusion ofEighteenth AGM till the conclusion of Twenty-third AGM of the Company subject to approvalof the shareholders at the Eighteenth AGM. Their appointment shall be subject toratification by the shareholders at every subsequent AGM.

Cost Auditor

As per the provisions of Section 148 of the Act and Rule 3 of the Companies (CostRecords and Audit) Rules 2014 ("the Rules") the Company is required tomaintain cost records with respect to the manufacturing activities viz.manufacturing of engine components manufacturing of dies & moulds and generation ofelectricity through windmill and get the same audited.

Pursuant to Section 148 of the Act and Rules made thereunder Mr. Jayant B. GalandeCost Accountant (Membership No. M-5255) was appointed as Cost Auditor for auditingthe cost accounting records maintained by the Company for the financial year 2016-17.

Based on the recommendation of the Audit Committee the Board at its meeting held on10th May 2017 has appointed Mr. Jayant B. Galande as Cost Auditor of theCompany for the financial year 2017-18 at a remuneration of ` 2.50 lakh an increase of `0.25 lakh as compared to the audit fee for the financial year 2016-17. The said fee isexclusive of applicable taxes and reimbursement of out-of-pocket expenses which shall bepayable at actuals.

A proposal for ratification of the audit fee payable to Mr. Jayant B. Galande CostAuditor for audit of cost records for the financial year 2017-18 has been made forconsideration of the shareholders at the ensuing AGM.

Secretarial Auditor

In view of the change in the status of the Company from ‘private limited' to‘public limited' and subsequent listing of its equity shares on stock exchanges theCompany is required to comply with the provisions of Section 204 of the Act and annexSecretarial Audit Report with its Board's report for the financial year 2016-17.

Accordingly in terms of the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Sachin Bhagwat (Membership No. A10189 CP No. 6029) Company Secretaryin Practice to undertake the Secretarial Audit of the Company for the financial year2016-17. The Secretarial Audit Report for the financial year 2016-17 is annexed herewithas Annexure III and forms part of this report. The report does not contain anyqualification reservation or adverse remark.

Disclosures:

Policies of the Company:

The Company is committed to high ethical standards in its business transactions guidedby its value systems. The Listing Regulations mandate formulation of certain policies forlisted companies. Accordingly the Board of Directors has from time to time framed andapproved policies as required by the Listing Regulations as well as under the Act. Thesepolicies are reviewed by the Board at periodic intervals.

Some of the key policies that have been adopted are as follows:

Sr. no. Name of Policy
1. Nomination and Remuneration Policy
2. Whistle Blower Policy
3. Risk Management Policy
4. Code of Conduct for Prevention of Insider Trading
5. Code of Conduct for Directors and Employees
6. Policy on Fair disclosure of Unpublished Price Sensitive Information
7. Policy for Determination of Materiality of Subsidiaries
8. Policy on Determining Materiality of and Dealing with Related Party Transactions
9. Policy for Determination of Materiality of Event

The polices are available on the Company's website on the linkwww.endurancegroup.com/investor/investor-relations.

Particulars of Employees and related disclosures

Disclosure of remuneration and other details as required under Section 197(12) of theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are annexed herewith as Annexure IV.

A statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided as separate annexure forming part of thisReport. In terms of Section 136 of the Act the Annual Report and financial statements arebeing sent to the Members excluding the aforesaid annexure. The said annexure is availablefor inspection at the registered and corporate office of the Company during business hoursand will be made available to any shareholder on request.

Particulars of Loans Guarantees or Investments

The Company has not advanced any loans or given guarantees covered under the provisionsof Section 186 of the Act. Particulars of investments form part of the notes to financialstatements.

Fixed Deposits

During the year under review the Company has not accepted any deposits from thepublic.

Vigil Mechanism/ Whistle Blower Policy

In terms of the provisions of Section 177(9) of the Act read with Rule 7 of Companies(Meetings of Board and its Powers) Rules 2014 the Board approved and adopted a WhistleBlower Policy which includes vigil mechanism for the Company. The Policy forms part of theCode of Conduct of the Company.

Protected disclosures can be made by a whistle blower to the dedicated e-mail ID and/or postal address of ombudsman appointed under the Policy. The Policy has been hosted onthe Company's website at www.endurancegroup.com.

In terms of the provisions of the Act an ombudsman has been appointed to independentlyinvestigate protected disclosures communicated under the Whistle Blower Policy and mattersof violation to Company's Code of Conduct.

Material Changes and Commitments affecting financial position of the Company between 31stMarch 2017 and date of Board's Report

The Company has availed ` 700 million by issue of Commercial Paper to meet its fundrequirements.

Corporate Social Responsibility Initiatives

In terms of Schedule VII to the Act and the Company' Corporate Social Responsibility("CSR") Policy the Company has undertaken CSR projects under the aegis of SevakTrust with whom it has been associated for more than a decade. The CSR programmesapproved by the Board are directed towards enhancing employability by providingskill-building trainings to unemployed youth and helping villages in improving theirstandard of living by undertaking activities for promoting health hygiene sanitationeducation & livelihood.

Details about the CSR Policy and initiatives undertaken during the year are availableon Company's website at www.endurancegroup.com. The Annual Report on CSR activities isattached as Annexure II to this report.

Expenditure towards CSR activities

During the year under review the Company earmarked an amount of ` 49.6 million forexpenditure towards CSR activities for the financial year 2016-17. Against the amountearmarked the Company contributed an amount of ` 18.3 million towards CSR expenditure onthe above projects during the said financial year.

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

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is annexed herewith as Annexure I.

Related Party Transactions

During the year under review Ms. Rhea Jain daughter of Mr. Anurang Jain was appointedas an employee of the Company. She has been designated as an "Officer on Specialduty" in ‘Manager' cadre.

All contracts/ arrangements/ transactions entered into by the Company during thefinancial year with related parties were on arm's length basis and in the ordinary courseof business. In terms of the Company's Policy on Determining Materiality of and Dealingwith Related Party Transactions ("RPT Policy") all such transactions are placedbefore the Audit Committee for its approval.

In its meeting held on 10th May 2017 the Board adopted a revised RPTPolicy to align with amendments notified in the Companies (Meetings of Board and itsPowers) (Amendment) Rules 2017 issued by the Ministry of Corporate Affairs videnotification no. G. S. R. 309(E) dated 30th March 2017 and the same isuploaded on the Company's website at www.endurancegroup.com.

During the year under review there were no ‘material' related party transactionsas defined under Regulation 23 of the Listing Regulations hence there are no details tobe disclosed in Form AOC-2.

Significant and material orders passed by the Regulators or Courts

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company adopted a "Safety and Security of Women at Workplace" policy("Policy") in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Policy aims to provide asafe friendly positive and productive working environment and promote an atmosphere inwhich employees can realise their maximum potential. The Policy applies to all permanentand temporary employees and also to workmen engaged by the Company through contractors.

The Company observes zero tolerance towards any kind of violation of the aforementionedPolicy. As per the Policy the Company has constituted an Internal Complaints Committee("ICC") which is chaired by a female employee and senior management officials ofthe Company as its members. The ICC is responsible for redressal of complaints related tosexual harassment and follows the guidelines provided in the Policy.

During the year ended 31st March 2016 the ICC received one complaintpertaining to sexual harassment. Detailed investigations were carried out and appropriateaction was taken by the ICC. The complaint received by the ICC was redressed.

Extract of Annual Return

Details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure V.

Industrial Relations

During the year under review the industrial relations remained cordial. The Companysigned a wage settlement agreement on 11th April 2016 for its manufacturingfacility located at Plot no. 400 Sector 8 IMT Manesar Gurgaon Haryana.

Acknowledgments

Your Directors take this opportunity to express their sincere appreciation towardscommitment and hard work of all the employees across the Company during the year.

The Directors also express gratitude to the shareholders workmen unions customersvendors dealers bankers government authorities of India and other countries where theCompany operates and all other business associates for their continued support extended tothe Company and reposing their confidence in the management. The management looks forwardto their continued support in future.

For and on behalf of the Board
Place: Mumbai Naresh Chandra
Date: 10th May 2017 Chairman
DIN: 00027696

Annexure I To Board's Report

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo required under the Companies (Accounts) Rules 2014.

A. Conservation of Energy

During the year under review the wind mills installed by the Company at JaisalmerSatara and Supa generated 7166704 units of electricity (including 5161231 units ofcaptive consumption). The Company earned an income of ` 48.59 million (including captiveconsumption ` 37.20 million) from generation of wind power.

Your Company continued its energy conservation initiatives.

(i) Energy conservation measures taken a. Installation of Variable Speed Drive(VSD) compressor with GPRS technique to increase the compressor's efficiency. b.Installation of Flue Gas Analyser a monitoring system to improve fuel efficiency. c.Installation of accumulator for Hydraulic Power pack to reduce power consumption of powerpack motors. d. Installation of energy efficient tri-lobe blower replacing the twin lobeblower of effluent treatment. e. Installation of auto shut-off valve on machines toeliminate the compressed air losses. f. Sludge de-watering pump has been installed at theplant at B-1/3 Chakan Pune for reduction of hazardous waste.

Impact

These initiatives have resulted into saving of 2517286 units of electricity.

(ii) Steps taken by the Company for utilizing alternate sources of energy

The Company is exploring the use of green source power like solar and/ or wind inplants as an alternative source to thermal power.

(iii) Capital investment on energy conservation equipment

The capital investment made by the Company during the financial year 2016-17 on energyconservation equipment was ` 25.12 million.

B. Technology Absorption

Research & Development

The Company's Intellectual Property (IP) Cell is actively involved in conductingdetailed study of various processes and product developments carried out by the fourin-house R&D centres to evaluate the possibility for grant of patent. All the R&Dcentres are approved by the Department of Scientific and Industrial Research.

During the year under review ten applications were filed for grant of patents takingthe total number of applied patents to forty-eight. Additionally four applications werefiled for design registration.

During the financial year 2016-17 one patent was granted and four designs wereregistered. As on 31st March 2017 Company has five patents granted and fivedesigns registered.

To foster the culture of innovation an idea-sharing event– ASPIRE IdeaFest wasalso conducted. This annual event invites employees to share innovative ideas relating toproducts processes and system improvements leading to enhancement of overall efficiencyin technical non-technical areas or support functions.

Specific areas in which R&D was carried out:

I. R&D Centre at B-1/3 Chakan (Die Casting Components):

The existing on-line X-ray machine was upgraded with Computed Tomography (CT)capability this enables 3D viewing of the micro defects in casting.

Major new casting products introduced this year include Clutch housings for passengercar for export to Europe HCV gear box housings for an Indian customer and other castings(crank case grips covers etc.) for two-wheelers.

II. R&D Centre at K-226/2 Waluj Aurangabad (Braking Systems): a) Company hasdesigned developed and tested four different Combined Braking System ("CBS")concepts which meet upcoming regulatory norms effective from 1st April 2018.b) Installation of Special Anti-lock Braking System ("ABS") Evac & Bleedingmachine. This will facilitate integration of the current ABS modulators with the brakingsystem. c) Braking system for 300cc and 500cc segment has been developed andproductionised. d) Commenced manufacturing of hydraulic rubber hose assembly fortwo-wheeler brakes. e) Company has entered into Licence and Technology AssistanceAgreement with a leading global brakes and suspension company for development of ABS forapplication in two and three wheelers.

III. R&D Centre at K-226/1 Waluj Aurangabad (Transmission components): a)Development of high performance paper friction material which gives:

{ Better performance at low cost for 100 to 125 cc bikes;

{ New Paper grades for higher cc bike (200cc and above); and

{ Paper Liner for Continuous Variable Transmission CVT - Centrifugal clutch. b)Effective use of newly acquired CVT design software and newly installed CVT performance& durability test rig helped in design and development of 110cc CVT with improvedperformance and optimised cost.

IV. R&D Centre at E-93 Waluj Aurangabad (Suspension components): a) Thetechnology transfer for manufacture of Cartridge type Adjustable & Non-AdjustableInverted Front Forks completed with WP Performance Systems GmbH Austria. b) Installationand commissioning of a new High Speed Damping Force test machine (MTS-USA make) andActuator for structural test. c) Successfully developed and launched "Buy-me"products for aftermarket e.g. gas filled shock absorbers for 100cc bikes. d)Additional test facilities have been set up to improve product reliability. e) Developmentof full-fledged data acquisition and analysis capability of forces acting on front forksand shock absorbers under dynamic driving conditions.

All R&Ds with support of Advanced Engineering Group ("AEG") strive tomeet customer expectations with "First Time Right" products and with "OnTime" development. AEG supports in areas of Virtual validation (CAE) ExperimentalData Analysis (EDA) Failure Analysis Advanced Material Analysis etc.

Benefit derived as a result of above R&D activities:

1. Timely introduction of ‘first time right' new products meeting customerrequirements.

2. Continual improvement in performance quality and reliability of the Company'sproducts.

3. Offering cost effective products to the customers through VA/VE (Value addition/Value engineering) activities and enabling the Company to maintain its cost competitiveadvantage.

4. Readiness with new technology products for adjustable suspension CBS highperformance CVT and clutch assemblies.

5. Preparedness of the Company for upcoming legislative norms for brakes intwo-wheelers requiring mandatory introduction of either CBS or ABS based on enginecapacity from 1st April 2018.

6. Enhancing testing and validation capabilities for more accurate and acceleratedevaluation of the Company's products.

V. Information regarding imported technology (imported during the last three years)

Year of import Technology from Details of technology imported Status
2013 Adler SpA Italy WP Performance Manufacture of transmission products (clutch assemblies friction plates and CVTs) Under absorption
Suspension components having either of the following product technologies:
2015 Systems GmbH Austria 1. Separation Piston for manufacture of mono shock absorbers; Under absorption
(formerly known as WP Suspension Austria GmbH)
2. Piggy bag suspension system; and
3. Any other technology as mutually agreed.
Combined Brake Systems for two wheelers (and related assemblies) Under absorption
2015 European braking technology provider Leading global
2017* suspension and brakes company Technology for joint development of Anti-lock braking systems for application in two and three wheelers. -

 

VI. Expenditure incurred on R & D
` in Million
Sr. no. Particulars of expenditure

2016-17

2015-16
i. Capital including technical know-how 132.23 221.85
ii. Recurring 271.95 235.03
Total 404.18 456.88
Total research and development expenditure as a percentage of revenue net of excise duty. 1.05% 1.25%

C. Foreign Exchange Earnings and Outgo

During the year under review the Company made export of automotive components to OEMsin European countries. The exports of spare parts in aftermarket were made to countries inLatin America Middle East Asia and Africa.

Total foreign exchange earnings and outgo are given below:

` in Million
Particulars Amount
Earnings in foreign exchange 1611.94
Foreign exchange outgo 84.72

Annexure II To Board's Report

#CSRStart#

Annual Report on Corporate Social Responsibility (CSR) Activities

1. A brief outline of the Company's CSR policy including overview of projectsor programmes undertaken/ proposed to be undertaken and a reference to the web-link to theCSR policy and such projects or programmes

Brief outline of the Company's CSR policy

Corporate Social Responsibility Policy ("CSR Policy") of the Company wasapproved and adopted by the Board at its meeting held on 6th June 2014.

The Company's philosophy of discharging its social responsibility goes beyond donationsand sponsoring charity events where it engages with the society to maximize the overallimpact on the livelihood and welfare of people.

The Company engages in various dynamic initiatives which vary with the needs of societyand environment.

Area Projects / Programmes / Activities
Promoting preventive health care and sanitation. Establish & maintain hospitals dispensaries nursing homes etc. Promote basic hygiene through health care centres and sanitation improvement activities.
Make available safe drinking water and water conservation. Promoting education including special education among women elderly and the differently abled. Grant medical assistance to poor and deserving people. Undertake water shed projects. Promote education through balwadis night schools.
Employment enhancing vocation skills and livelihood enhancement projects. Impart vocational training for livelihood and sustenance.
Protection of national heritage art and culture. Restoration of heritage buildings and sites of historical importance and works of art.
Promoting sports. Provide infrastructure and facilities to promote rural sports and nationally recognized sports.

The Company sets aside a budget to fund the identified projects / programmes/activities which range from community development to generating employment health carewomen & child welfare and also promoting sports.

Overview of projects or programmes undertaken during the financial year 2016-17

In terms of the CSR Policy the Company has undertaken projects in the areas of healthprovision of drinking water sanitation education & livelihood and communitydevelopment. These projects are in accordance with Schedule VII to the Companies Act2013.

The Company partnered with Sevak Trust with whom it has been associated for more thana decade to undertake following CSR activities: i. A project to set up a VocationalTraining Centre (VTC) in Aurangabad Maharashtra or its sub-urban areas to providetraining and education to school drop-outs and educationally & economicallyunder-privileged unemployed youth; and ii. A project aiming community development throughadoption of following villages namely: a. Sanjkheda; b. Kachner (comprising 8 tandas);and c. Jodwadi.

Vocational Training Centre (VTC)

A VTC has been set up in Waluj Aurangabad in the name of Endurance Centre ofVocational Empowerment ("ECoVE") which provides skill-building trainings inchosen vocations for enhancing employability of its students particularly targetingschool drop-outs families of workers and educationally & economicallyunder-privileged youth. ECoVE commenced its operations in August 2015. During thefinancial year 2016-17 following courses of a duration of three months each wereoffered at the ECoVE: a. Retail Marketing; b. Electrical- House Wiring; c. ComputerLiteracy; d. Tailoring; and e. Welding.

During the year ECoVE completed four batches in the above mentioned training courseswith 304 candidates registered and 280 candidates graduated. Overall 60% of graduatecandidates have gained employment in various sectors during the last financial year.

Village Development Project (VDP)

During the financial year 2016-17 the Company has undertaken VDP at Sanjkheda Kachner(comprising 8 tandas) and Jodwadi these villages are located around 30 ~ 40 kmfrom Aurangabad. A brief on the activities undertaken at these villages and focus areas istabulated below:

Sr. No. Programmes Activities
Organising eye and general health check- up and yoga camps
1. Health and Nutrition Facilitating cataract operations
Distribution of medicines at health check-up camps
Installation of Reverse Osmosis (RO) plants
Construction of toilets
2. Water & Sanitation
Deepening of runnels (nallahs) for rain water harvesting
Organising cleanliness drive
Organising specialised agriculture trainings
Agriculture methodology and
3. Distribution of fodder stumps
Livelihood
Construction of mangers
Renovation of school building
4. Education Setting up of libraries with books & furniture
Installation of inverters to facilitate uninterrupted e-learning
Providing financial assistance to families in low income group for purchasing of goats. This helps them to generate income for livelihood
5. Community Development
Providing financial assistance to self-employed females and organizing of vocational trainings

Overview of projects or programmes proposed to be undertaken

Vocational Training Centre (VTC): The Endurance Centre for VocationalEmpowerment ("ECoVE") received encouraging response with higher enrolments andstudents evincing interest in completing the course(s) considering the vocations offeredand the facilities available thereat. In view thereof it is proposed to complete at leastthree batches for each of the following courses in the financial year 2017-18: a. RetailMarketing; b. Electrical- House Wiring; c. Computer Literacy; d. Tailoring; and e.Welding.

Village Development Project (VDP): Considering the encouraging response and needfor development activities in Sanjkheda Kachner and Jodwadi it is proposed to continuewith VDP initiative in these villages during the current financial year. Following newactivities are proposed to be undertaken at these villages: i. De-silting of village pond;ii. Construction of small houses for 28 poor families living in Kachner village andsurrounding tandas; iii. Construction of 250 bathrooms along with toiletsconstruction at Kachner Tandas; iv. Project for manufacturing of sanitary napkinsfor generating employment for women and to promote better health and hygiene; v. Alcoholde-addiction project; and vi. Running schools on solar energy.

Web link: https://www.endurancegroup.com/about-us/corporate-social-responsibility

2. Composition of the CSR Committee:

The Corporate Social Responsibility Committee comprises following directors as itsmembers: a) Mr. Anurang Jain Chairman b) Mr. Soumendra Basu and c) Mr. Ramesh Gehaney.

The terms of reference of the Committee encompass the following: i) To recommendactivities and the amount of expenditure to be incurred to fulfil CSR; and ii) To monitorthe CSR Policy from time to time.

3. Average net profit of the Company for last three financial years:

The average net profit before tax of the Company during the financial years 2013-142014-15 and 2015-16 was

` 2479.86 million.

4. Prescribed CSR expenditure (two percent of the amount as in item 3 above):

During the year under review the Company earmarked ` 49.60 million towards CSRactivities in terms of the provisions of Section 135 of the Companies Act 2013.

5. Details of CSR spend for the financial year:

1) Total amount spent in the financial year 2016-17: `18.30 Million

2) Amount unspent: `31.30 Million

6. Manner in which the amount was spent during the financial year is detailedbelow:

1 2 3 4 5

6

7 8
Sr. No. CSR project or activity identified Sector in which the Project is covered Projects or programmes Amount outlay projects or programmes wise

Amount spent on the projects or programmes subheads:

Cumulative expenditure up to reporting period Amount spent: Direct or through implementing agency
(i) Local area or other (ii) Specify the State and district where projects or programmes were undertaken (i)

Direct expenditure on projects or programmes

(ii) Overheads
Village Local Area: State-
Kachner Maharashtra
1 Development Project Refer note (i) below
Sanjkheda & District-
Jodwadi Aurangabad
(a) Water & Sanitation 9.11 1.65 - 1.65
(b) Agriculture & Livelihood 1.45 0.81 - 0.81
(c) Health & Nutrition 0.42 0.13 - 0.13 Through Implementing
(d) Education 6.95 6.04 - 6.04
Agency- Sevak Trust*
(e) Community Mobilisation 2.63 0.78 - 0.78
(f) General Activities 1.44 0.03 - 0.03
Sub Total-(A) 22.00 9.44 0.00 9.44
Vocational Refer note Local Area: Waluj Aurangabad State- Maharashtra
2 Training Centre (ii) below District- Aurangabad
(a) Training & Administrative Expenses 8.50 8.55 - 8.55 Through Implementing Agency- Sevak Trust*
(b) VTC building construction 25.00 0.31 - 0.31
Sub Total- (B) 35.50 8.86 0.00 8.86
Grand Total
55.50 18.30 0.00 18.30
(A + B)

Notes: i. Eradicating hunger poverty and malnutrition promoting preventive healthcare and sanitation including contribution to the Swacch Bharat Kosh set-up by the CentralGovernment for promotion of sanitation and making available safe drinking water; ii.Promoting education including special education and employment enhancing vocation skillsespecially among children women elderly and the differently abled and livelihoodenhancement projects.

* Sevak Trust is a non-governmental organisation registered as a trust under theBombay Public Trust Act 1950 having registration no. E-449 dated 11thJanuary 1993.

7. Reasons for under spending of amount earmarked for CSR expenditure for thefinancial year 2016-

A significant portion of the budget was allocated towards capital expenditure forconstruction of the building for the VTC. However the project implementation waspostponed on account of delay in receipt of requisite approvals.

8. Responsibility Statement:

The implementation and monitoring of CSR Policy is in compliance with CSR objectivesand policy of the Company. The CSR Committee ensures that the projects and programmesrecommended by it to the Board are as per the CSR Policy and Schedule VII to theCompanies Act 2013. The CSR Committee reviews update on the progress of the activitieswith respect to each programme and/ or project approved from time to time and suggestsmeasures for effective implementation thereof. The statement of expenses incurred foreach activity is reviewed in detail vis--vis the budget.

Sd/-
Anurang Jain
Date: 10th May 2017 Managing Director
DIN: 00291662

#CSREnd#

Annexure III To Board's Report

#SARStart#

SECRETARIAL AUDIT REPORT

For the financial year ended 31st March 2017

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Endurance Technologies Ltd. E-92 MIDC Waluj Aurangabad 431 136

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Endurance Technologies Ltd.(hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conduct/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorised representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31st March 2017complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2017 according to the provisions of: (i) The Companies Act 2013 (the Act) and the rulesmade thereunder; (ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA') andthe rules made thereunder; (iii) The Depositories Act 1996 and the Regulations andBye-laws framed thereunder; NOT DONE

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of foreign direct investment and overseas direct investment; (v)The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 (‘SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; (b) The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015; (c) The Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations 2009; (d) The Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 (Not applicableto the Company during the Audit period); (e) The Securities and Exchange Board of India(Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the Companyduring the Audit period); (f) The Securities and Exchange Board of India (Registrars to anIssue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealingwith client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the Audit period); and (h) TheSecurities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Notapplicable to the Company during the Audit period).

I further report that having regard to the compliance system prevailing in the Companyand on examination of the relevant documents and records in pursuance thereof no law wasapplicable specifically to the Company:

I have also examined compliance with the applicable clauses of the following: (i)Secretarial Standards issued by the Institute of Company Secretaries of India;

(ii) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I further report that

(a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with provisions of the Act.

(b) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

(c) As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period no specific events / actions took placehaving a major bearing on the Company's affairs in pursuance of the above referred lawsrules regulations guidelines standards etc. referred to above.

Sd/-
Sachin Bhagwat
Place: Pune ACS: 10189
Date: 29th April 2017 CP: 6029

#SAREnd#

Annexure IV To Board's Report

Information pursuant to Section 197(12) read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014

a) The ratio of the remuneration of each Director / Key Managerial Personal (KMP) tothe median remuneration of the employees of the Company for the financial year

Sr. no. Name of Directors / Key Managerial Personnel and Designation Ratio of remuneration to the median employee's remuneration % increase in remuneration in the financial year 2016-17
Mr. Anurang Jain
1 152.28 24.72%
Managing Director
Mr. Satrajit Ray
2 52.19 11.56%
Director and Group Chief Financial Officer
Mr. Ramesh Gehaney
3 51.09 10.18%
Director and Chief Operating Officer
Mr. Sunil Lalai
4 19.63 10.18%
Company Secretary and Vice President - Legal

b) The median remuneration of the employees of the Company during the financial yearwas ` 0.32 million.

c) Percentage increase in the median remuneration of employees in the last financialyear 2016-17 was 10.34% as compared to the previous year.

d) No. of permanent employees as on 31st March 2017 are 4455.

e) Average percentile increase in salaries of employees other than the managerialpersonnel and its comparison with the percentile increase in the managerial remunerationand justification thereof (and point out if there are any exceptional circumstances forincrease in the managerial remuneration); Average percentage increase in the salaries ofemployees other than managerial personnel in the financial year 2016-17 was 10%; whereasthe increase in the managerial remuneration in the financial year 2016-17 was 18.73%.

The increase in compensation of employees is guided by factors such as market trendsinternal parity and is in line with the normal pay revisions which is linked to individualperformance and the Company's performance.

f) It is hereby affirmed that remuneration to the KMP and employees of the Company arein line with the Nomination and Remuneration Policy of the Company.