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Scooters India Ltd.

BSE: 505141 Sector: Auto
NSE: N.A. ISIN Code: INE959E01011
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VOLUME 50
52-Week high 75.95
52-Week low 30.70
P/E
Mkt Cap.(Rs cr) 350
Buy Price 39.35
Buy Qty 162.00
Sell Price 41.00
Sell Qty 162.00

Scooters India Ltd. (SCOOTERSINDIA) - Director Report

Company director report

Dear Shareholders

The Board of Directors of your Company is pleased to present the 44thAnnual Report on the business and operations of the Company together with the auditedBalance Sheet and Profit and Loss Account and Auditors' Report thereon for the financialyear ended 31st March 2016.

1. PRODUCTION REVIEW :

The production performance for the year is shown below in physical terms :

(Nos.)
Description 2014-2015 2015-2016
Three wheelers 13057 8176

The reduced numbers of physical production may be seen in context of the ongoing capexinstallations during the year under reference.

2. SALES REVIEW :

The Sales performance for the year is shown below :

2014-2015 2015-2016
Description Physical Financial Physical Financial
(in Nos.) (Rs. in lakhs) (in Nos.) (Rs. in lakhs)
Three Wheelers 11409 14876.02 9326 13513.41
Spares - 405.65 - 270.81
Petrol Diesel Lubricants etc. - 1490.11 - 1419.93
Other Sales - 8.60 - 6.42
TOTAL - 16780.38 - 15210.57

3. FINANCIAL REVIEW :

The salient features of the Company's financial results for the year under review areas follows:

(Rs. in Lakhs)
Description 2014-2015 2015-2016
a) Profit before Depreciation Interest Taxes Prior Year Items & Other Income 692.29 (52.06)
b) Profit before Depreciation Interest Taxes & Other Income 707.34 (52.06)
c) PBDIT 1340.17 901.60
d) Profit/(Loss) for the year 1108.86 548.38

During the year under report :

(1) Profit before depreciation interest & taxes prior year items & otherincome decreased by Rs. 744.35 lakhs as compared to the previous year.

(2) Profit before depreciation interest & taxes & other income decreased byRs. 759.40 lakhs as compared to the previous year.

(3) Profit before depreciation interest & taxes decreased by Rs. 438.57 lakhs ascompared to the previous year.

(4) Net profit for the year has decreased by Rs. 560.48 lakhs as compared to theprevious year.

4. OPERATIONAL REVIEW

The company made net profit of Rs. 548.38 lakhs during the period under review ascompared to net profit of Rs. 1108.86 lakhs in financial year 2014-15.

During the year capex installations have been commissioned that led to a fewdistruptions in production. Also a purchase order for installation of Solar Power Plant onRoof Top connected to grid for 1MWP capacity has been placed. On commissioning it isexpected to bring about saving in energy cost.

5. DIVIDEND :

To conserve the resources the directors recommend no dividend during the year underreport. No amount is proposed to be transferred to reserves.

6. CONTRIBUTION TO NATIONAL EXCHEQUER

The company has contributed a sum of Rs. 3480.60 lakhs (towards duties & taxes) tothe exchequer during the period under review vis-a-vis Rs. 3458.47 lakhs during previousfinancial year.

7. EXPORTS

The company has not made any exports during the period under review. Further theroyalty income during the year by way of foreign exchange remittances also remained nilin view of ongoing legal cases.

8. EXPENDITURE ON ADVERTISEMENT AND PUBLICITY :

An expenditure of Rs. 18.31 lakhs was incurred on account of advertisement andpublicity during the year.

9. STATUS OF REPAYMENT OFLOAN FROM GOI

In terms of Cabinet approval the existing term plan & non-plan loan as of 31stMarch 2012 of Rs. 85.21 Crores (Plan loan – Rs. 1.93 Crores & Non-plan - Rs.83.28 crores) has been converted into equity share capital of Rs. 85.21 crores by issue of8.52 crores equity shares of Rs. 10/- each at par and further the Equity share Capital ofthe Company has been reduced by 85.21 crores by cancellation of aforesaid Rs. 85.21 croresequity share capital held by Government of India in terms of BIFR Order dated 24.06.2013.The existing interest Accrued as on 31st March 2012 amounting to Rs. 2367Lacs on GOI loan (Plan loan of Rs. 193 lakhs & Non-plan loan of Rs. 8328 lacs) hasbeen written off against accumulated losses and no further interest has been provided onthe aforesaid loan from 31st March 2012 onwards. No provision of interest onNon-Plan loan of Rs. 189 lakhs released during the financial year 2012-13 has been made.This matter has been taken up with Department of Heavy Industry/Board of Industrial &Financial Reconstruction for maintaining the status quo. After review an adjustment may bemade ex-post facto. The Government of India Ministry of Industries & PublicEnterprises Department of Heavy Industry released funds by way of interest free plan loanamounting to Rs. 2000.00 lakhs during the financial year 2013-14 for working capital underan approved revival package of Scooters India Limited by Cabinet/Misc. Applicationapproved by BIFR. As per sanction 23.7.2013 the Moratorium period for the loan is 3 yearsand Installment commence from 31.3.2015. The company sought by way of Reliefs &Concessions in the Draft Rehabilitation Scheme (DRS) submitted to Operative Agency (SBI)for submission of BIFR for recovery of 5 installments commencing from 23.7.2016 onwardsi.e. 3 years from date of sanctioning ie. beginning w.e.f. 23.7.2016.

10. AUDITOR'S REPORT

M/s D.S. Shukla & Company Chartered Accountants have been appointed by theComptroller and Auditor General of India as Statutory Auditors of the Company for theyear 2016-17. The Statutory Auditors' Report on the accounts of the Company for thefinancial year ended 31st March 2015 are enclosed at Annexure-2.

The Accounts of the Company were submitted to the Comptroller and Auditor General ofIndia for their report under section 143(5) of the Companies Act 2013 and their report isappended as Annexure-3.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED FROM 01.04.2016 TO DATE :

No material change and commitment have been made by the company from 01.04.2016 to datethat has adverse effect on the financial position.

12. MANAGEMENT DISCUSSION AND ANALYSIS:

(A) Mission Vision & Objective

Vision Scooters India’s vision is to grow as a recognized automotive company with market presence in public transport provision in Goods Passenger & Special Purpose Carriers in India & abroad.
Mission Our mission is to build on the reliability we possess in niche markets and evolve into an economic enabler with stronger after-market support for our customers who trust us when plying our vehicles in service.
Objective • To prosper into defined areas delineated by the revival plan in 2013
• To achieve 2 % decrease in cost and rationalize input materials expense.
• Growing resources & JV partners to fill strategic gaps in skills and operations.
• To reduce energy input per unit of production with renewables.

(B) MARKET SCENARIO

(i) The total number of 3-wheelers produced and sold in the domestic market bymanufacturers in India during the year 2015-16 as against 2014-15 is given below :

Category Production (In Nos.)
Segment/Sub-segment Apr.14 - Mar.15 Apr.15 - Mar.16
Passenger Carrier 845606 834134
Goods Carrier 103415 99816
Total : 949021 933950
Domestic Sales (In Nos.)
Passenger Carrier 432234 441091
Goods Carrier 99693 97001
Total : 531927 538092

Note : Sales excluding Export of 407600 Nos. in 2014-15 and 404441 Nos. in 2015-16.

Source-SIAM

Scooters India Limited has been a pioneer in bringing out various models of 3- Wheelersrunning on Diesel Electric LPG and CNG for applications as both passengers and loadcarrier versions. The company has played an important role in popularization of 3-Wheelersof larger capacity in the country. SIL has achieved sales of 9326 nos. in 2015-16 andutilized 74.61 % of installed capacity with its market share going from 2.14 % in 2014-15to 1.72% in 2015-16. The company continues to be the leader in larger capacity of vehiclesi.e. passenger carrier (6+1) segment and goods carrier exceeding 1 ton of vehicles. It isa market leader in this segment with sales of 2595 nos.

(ii) 3- Wheelers market characteristics in India & abroad

Last-mile urban & rural transport in burgeoning Southeast Asia China and Africahas been defined by the sharp-nosed tight-turning radius 3-wheelers fondly ensconced inpublic memory as a Bajay or Bajaj (in Jakarta Indonesia) three-wheeler or tuktuk (in SriLanka) samosa tempo tuk-tuk (in Thailand) trishaw autorick bajaji (in Madagascar andTanzania) keke Napep or Maruwa (in Nigeria) rick tricycle (in the Philippines)mototaxi baby taxi lapa or tukxi (Piaggio Ape Calessino) in popular parlance. TheVikram and the Lambro are Indian progeny of this fond legacy and hold their niche in themarket with pride & value-for-money. Getting the product mix and reliability right canbe a game changer for SIL to compete in Global & Indian markets. SIL’s recentcapex installations and its soon to be implemented leftover parts of the revival planswill lead the way to realizing its mission & vision in a strong and emphatic way.

(C) Resources and Liquidity :

In view of the continuing cash losses the company's liquidity position was understrain.

(D) Quality :

Your company is an ISO 9001 : 2000 company. The company has taken several initiativesincluding manufacturing of no problem vehicle and up-gradation of its products to ensurethat the best quality products are made available to its customers. Vehicle reliabilityhas improved significantly which has generated goodwill leading to better sales.

(E) Opportunities & Threats :

E.1. Opportunities :

• Growing automobile sector

• Untapped markets of South West East and Exports

• Developing hub and spoke transportation model.

• Increasing allocation of funds for poverty alleviation under various Govt.Schemes like PMRY SC/ST NREGS etc.

• Rapidly growing awareness about vehicular pollution leading to policyformulation for increase use of alternate fuel vehicles.

• Options for technology infusion.

• Rapidly growing network for CNG/LPG supply.

• Replacement market of 4W SCV like Tata Ace.

E.2 Threats :

• Government regular focus and thrust on pushing 3W e-rickshaws.

• Increase in product substitution effect by rapidly growing 4 Wheel SmallCommercial Vehicle.

• Increased competition both from organized and unorganized players.

• Strict enforcement of the pollution norms and Passenger Vehicle permits.

• Increased customer expectations.

• Rising interest and fuel cost could dampen demand for company's products.

• Volatility in Raw Materials prices/input and difficulty in passing on costincrease.

(F) Future Outlook :

i) Challenges faced by the Company :

• The need for consistency in quality demands for enhanced investment in R&Dand upgradation of plant & machinery. Existing over-lived plant & machinery is acause of concern.

• Manpower cost in the company is still high and so is the average age profile ofthe employees. While your company needs to reduce its manpower cost at the same time italso needs to infuse fresh blood.

• Retention of young officers who joined in the last couple of years is difficultas private/ other PSUs are offering substantially higher remuneration. Young executivesare regularly leaving for greener pastures.

• Though 3-Wheeler as an industry continue to grow but increase in competition andavailability of 4-Wheelers in 1.0 ton and sub 1.0 ton category is expected to aggravatethe extremely competitive scenario and impact the volumes & margins.

• Strict regulatory laws concerning pollution and their strict implementation bybanning sale of diesel vehicles in certain states shall act as deterrent for companygrowth.

• SIL has lesser presence in small 3-wheeler segment which has strong marketpreference. In this segment contribution is lower and competition is higher as establishedplayers viz. Piaggio Mahindra etc. dominate the market.

• Employees' aspiration for effecting revision in salary and wages.

(ii) Strategic Road Map :

Although there has been negative growth in three wheeler segment of Auto sector inIndia the performance of your company has improved considerably in comparison to theprevious year. Your company is evaluating various new product development options to caterto various market segments with a view to higher production and sales.

(iii) Status Before BIFR

On 18th February 2010 BIFR has declared the Company as sick industrialcompany in terms of the provisions of section 3(1)(o) of the Sick Industrial Companies(Special Provisions) Act 1985 (SICA) on reference being made after full erosion of theNetworth of the Company as per annual accounts for the year ended at 31stMarch 2009. BIFR approved the miscellaneous application filed by the Company for seekingnecessary permission/appropriate directions for reliefs & concessions enabling issueof shares restructuring of balance sheet and for release of funds for capital expenditureand working capital in line with the cabinet decision for revival of SIL. The DraftRehabilitation Scheme (DRS) was submitted by Co-operating Agency (SBI) for submission withBIFR. BIFR in its hearing dated 15.09.2015 directed that SIL ceases to be a sickindustrial company with in the meaning of Section 3(1)(o) of the SICA as its net worthhas turned positive and it is therefore discharged from the purview ofSICA/BIFR.sanction.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your company is an ISO 9001: 2000 certified which focuses on quality management system.A statement giving details of conservation of energy technology absorption foreignexchange earnings and and outgo in accordance with the Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is provided at Annexure-II-A and I-B to this report.

14. PARTICULARS OF EMPLOYEES:

Information under Sec. 197(12) of the Companies Act 2013 read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 be treated asNIL as none of the employee of the company is getting salary more than the prescribedlimit.

15. INDUSTRIAL RELATIONS:

During period under review i.e. 01.04.2015 to 31.03.2016 the industrial relation inthe company improved with adhoc release of wage revision (2007).

17. TRAINING AND DEVELOPMENT :

Employees of the Company are the most important constituent and Company understandsthat without their motivation and development the Company can not progress. The Companyhas been analyzing developmental needs in technical and managerial areas and providesrequisite training and exposure to the employees at all levels in the area on ProfessionalExcellence through Motivation etc. employees were trained during 01/04/2015 to 31/03/2016on (Five fighting Energy Efficiency and Kaizen & 5 S) training program as per detailsgiven bellow :

Programme Details Officers Staffs Workmen Trainees Total
Internal - 12 28 119 159
External 03 - 03
Total 03 12 28 119 162

17. VIGILANCE:

Vigilance Department continues to function with particular emphasis on the aspects ofpreventive and corrective vigilance. Strict vigil was exercised over various activities aspart of Preventive Vigilance measures and suggestions were made to the Management forsystem improvement. Company also observed Vigilance Awareness Week from 26thOctober 2015 to 31st October 2015.

18. HUMAN RESOURCE DEVELOPMENT:

Employees of the Company are the most important constituent and Company understandsthat without their motivation and development Company can not progress. The Company hasbeen analyzing developmental needs in technical and managerial areas and providesrequisite training and exposure to the employees at all levels in the area on ProfessionalExcellence through Motivation Advance Engine Combustion & Diagnostics CompetenceBuilding for Effective Management Healthcare Services Part Programming for CNC MachinesLeadership Strategies for Building Excellence Quest for Excellence Imperatives for IndiaPSUs Health Safety Environment Protection through Legal Reforms & technologicalInnovations Building & Leading Effective Teams Safety Engineering & ManagementValue Based Management Legal framework for Cost Audit Compliances Finance forNon-finance Executives International Commercial Practices Energy Conservation HouseKeeping etc.

19. HINDI IMPLEMENTATION:

Official Language Implementation Committee monitors and reviews the progress ofimplementation of the Annual Programme issued by Department of Official Language Ministryof Home Affairs Government of India. Hindi Divas is commemorated every year by observingofficial language week in the month of September. Various competitions are organized foremployees and winners are felicitated on Republic Day.

20. RESERVATION FOR SCHEDULED CASTES & SCHEDULED TRIBE:

As on 31.03.2016 the total strength of the company is 398. Out of these 100 employeesbelong to Scheduled Castes and 01 employee to Scheduled Tribe.

21. DIRECTORS KMY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED

Smt. Vinita Srivastava Director DHI has been nominated as CMD w.e.f. 23.02.2016 inplace of Shri R.K. Singh Joint Secretary DHI Shri Pravin Agawal Director DHI hasbeen appointed as a part time official Director in place of Mr. A.K. Deori w.e.f.23.04.2015.

The Board records the appreciation for contribution made by aforesaid Directors duringhis association with the Company.

The Company is not having Independent Director as well as women Director in terms ofthe provisions of the Companies Act 2013 & Listing agreement. However the matter hasbeen taken up with Ministry for filling up the vacant positions of Independent Directorwomen Director as well as Director (Finance) on the Board.

The Company has nominated Shri Rahul Bali Director (Technical) & Shri B.N. RajChief Financial Officer as Key Managerial Personnel.

Mr. Manish Sahu CVO Bharat Pumps & Compressors Limited (BPCL) Allahabad has beennominated as CVO of SIL w.e.f. 10.04.2015. Government of India Ministry of HeavyIndustries & Public Enterprises Department of Heavy Industry vide its letter No.20-9/1998-PE-VI dated 02.03.2016 has conveyed the appointment of Shri Ram KrishnaSwarnkar IPS (UP-96) as Chief Vigilance officer for an initial depulation tenure of 3years which is extendable for further period of 2 years in the same organization or threeyears on transfer to another organization after completion of initial 3 years with priorapproval of CVC & DOPT. He has joined the Company w.e.f. July 05 2016

22. INDEPENDENT DIRECTOR'S DECLARATION :

Directors on the Board of the Company are appointed by the Administrative Ministry. SILhas been requesting the Ministry to appoint the independent diectors. The appointment ofIndependent directors is yet to be made by the Ministry. During the year there was noindempendent director on the board of the Company. Thus the declaration pertaining toindependent director does not apply.

23. DISCLOSURE ON REAPPOIINTMENT OF INDEPENDENT DIRECTORS :

During the year there was no independent director on the Board of the Company. Hencedisclosure pertaining to reappointment of independent directors does not apply.

24. NUMBER OF MEETINGS OF THE BOARD

The Board met four times during the financial year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013 andthe Listing Agreement.

25. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION INCLUDING CRITERIAFOR DETERMINING QUALIFICATIONS ATTRIBUTES INDEPENDENCE ETC. :

The Board of Directors of the Company are appointed by the Government of India as perguidelines issued by the Department of Public Enterprises (DPE) Government of India fromtime to time. The remuneration of Managing Director is fixed as per grade and other termsand conditions issued by the DPE. The Government Directors on the Board of the Companydraw their remuneration from Government of India and not from the Company. The independentdirectors if any are paid the sitting fee only (within the limits prescribed under theCompanies Act) as per Articles of Association besides reimbursement of the expenses toattend the meeting. No other remuneration is paid to the independent directors.

As regards the appointment and remuneration of Key Managerial Personnel and otheremployees the appointment of all employees below board level is made as per Recruitment& Promotion Rules of the company and remuneration is paid to them as per DPEguidelines.

In absence of Independent Directors on the Board the Nomination & RemunerationCommittee (NRC) has also not been constituted. The other matters relating to remunerationif any are placed directly to the Board of Directors.

26. ANNUAL EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEE AND DIRECTORS :

The Company enters into MoU with the Administrative Ministry in the month of Marchevery year for the next financial year. Before signing the MoU the targets are negotiatedwith the Company in detail by the MoU Task Force constituted by the DPE. For evaluation ofthe performance of the Managing Director by the Administrative Ministry a weightage of75% is given for the achievement of MoU parameters by the Company. The evaluation ofperformance of the Company against MoU parameter is done by DPE every year and MoU scoreis communicated by it to the Company through the Administrative Ministry.

27. MANAGING DIRECTOR RECEIVING COMMISSION OR REMUNERATION FROM HOLDING OR SUBSIDIARYCOMPANY :

The Company has no holding or subsidiary company hence not applicable.

28. RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION AND OTHERDISCLOSURES :

29. During the year the remuneration of Director (Technical) was Rs. 23.71 lac andmedian employee's remuneration was Rs. 4.24 lac. The Director (Technical) remunerationcomes to 559% of median employees' remuneration. (Annexure-7)

30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

As per the requirement of section 186(4) of Companies Act 2013 particulars of loansgiven investments made guarantees given or securities provided along with the purposefor which the loan or guarantee or security is proposed to be utilized by the recipientare provided in the financial statements on page number-71. The Company is in compliancewith the limits as prescribed under Section 186 of Companies Act 2013 read with rule 11of the Companies (Meeting of Board and its Powers) Rules 2014.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis.

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 are presented in Annexure-8 to the Directors'Report in Form AOC 2.

32. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(3)(c) of the Companies Act 2013 yourDirectors confirm that :

a) in preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards read with the requirements set out under Schedule III ofthe Act have been followed and that there are no material departures from the same.

b) they have selected such accounting policies and applied them consistently and 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 ended onMarch 31 2015 and of the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively to thebest of their knowledge and ability; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and are operating effectively.

33. ADEQUACY OF INTERNAL CONTROL :

The Company has proper and adequate system of internal controls to ensure that allactivities are monitored and controlled against any unauthorized use of disposal ofassets and that the transactions are authorized recorded and reported correctly.

The Company ensures adherence to all internal control policies and procedures as wellas compliance with all regulatory guidelines. The Company has in place adequate internalfinancial controls with eference to financial statements. The Statutory Auditors of theCompany tested such controls and no reportable material weakness in the design oroperation was observed.

34. FIXED DEPOSITS:

The Company has not accepted any deposits under the provisions of the Companies Act2013 during the year.

35. SECRETARIAL AUDITOR

M/s Amit Gupta & Associates Practicing Company Secretaries were appointed assecretarial auditors of the Company for the year 2015-16 as required under Section 204 ofthe Companies Act 2013 and Rules made thereunder. The secretarial audit report in FormMR-3 for FY 2015-16 forms part of the Directors Report and is placed at Annexure–5.Regarding comments/qualifications in the said report it is submitted that the Company hastaken up matter regarding appointment of Independent Directors/women Director with DHI andwith the said appointments the Board shall become duly constituted in accordance with theprovisions of the Companies Act 2013 & Listing agreement and necessary compliancesregarding constitution of various Committees viz. Audit Committee Nomination &Remuneration Committee etc. shall also be made. Further the Company is in process offiling of necessary returns with the Registrar of Companies Kanpur.

36. CORPORATE GOVERNANCE :

A Certificate from M/s D S Shukla & Co Auditors of the Company regardingcompliance of conditions of Corporate Governance as stipulated under regulation 34(3) ofthe SEBI Listing regulations 2015 along with the report on Corporate Governance isattached as Annexure-4 to this report.

37. SIGNIFICANT AND MATERIAL ORDERS :

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.

38. AUDIT COMMITTEE AND VIGIL MECHANISM :

In view of non appointment of Independent Directors by GOI the Company is not havingAudit Committee pursuant to requirement of section 177(1) of Companies Act 2013 read withRule 6 of the Companies (Meeting of Board and its Powers) Rules 2014 and Regulation 18 ofthe SEBI Listing Regulations 2015 & erstwhile clause 49 of Listing Agreement.

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy interms of the Listing Agreement may be accessed on the Company's website at the link :http:// www.scootersindia.com. The policy includes appointment of a Whistle Officer whowill look into the matter conduct detailed investigation and take appropriatedisciplinary action. Protected disclosures can be made by a whistle blower through ane-mail or dedicated telephone line or a letter to the Whistle Blower Officer. During theyear under review no employee was denied access to Whistle Blower Officer.

39. EXTRACT OF ANNUAL RETURN :

Extract of Annual Return of the Company is annexed herewith as Annexure-6 tothis Report.

40. ISSUE OF SHARES WITH DIFFERENTIAL RIGHT SWEAT EQUITY EMPLOYEE STOCK OPTION :

The Company has not issued any share with differential right sweat equity employeestock option during the year hence not applicable.

41. RISK MANAGEMENT :

SIL aims to have a formalised and systematic approach for managing risks across theCompany. It encourages knowledge and experience sharing in order to increase transparencyon the key risks to the Company to the extent possible. This approach increases riskawareness and ensures proper management of risks as part of the daily managementactivities.

The policy on Risk Management may be accessed on the Company's website at the link :http// www.scootersindia.com. The objective of the Company's risk managment process is tosupport a structured and consistent approach to identify prioritize manage monitor andreport on the principal risks and uncertainties that can impact its ability to achieve itsstrategic objectives. The Company has introduced serveral initiatives for risk managementincluding the introduction of audit functions and processes to identify and createawareness of risks optimal risk mitigation and efficient management of internal controland assurance activities.

42. LISTING :

The Company is listed at BSE Limited and has connectivity from both National SecuritiesDepository Limited (NSDL) & Central Depository Services Limited (CDSL). Delhi StockExchange Limited Delhi has been de-recognized by SEBI vide its order dated November 192014. The Company has paid due listing fees with the stock exchange.

43. CORPORATE SOCIAL RESPONSIBILITY :

SIL strongly believes in concept of sustainable development and is committed to operateand grow its operations in a socially and environmentally responsible way.

As per the Companies Act 2013 all companies with a net worth of Rs. 500 crore ormore or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more duringany financial year are required to constitute a Corporate Social Responsibility (CSR)committee of the Board of Directors comprising of three or more directors at least one ofwhom should be an independent director and such company shall spend at least 2% of theaverage net profits of the company's immediately preceding three financial years on CSRactivities. The Company has duly constituted a Corporate Social Responsibility (CSR)Committee pursuant to the requirement of Section 135(1) of Companies Act 2013 and theRules made thereunder. However as the Company was a sick Company and under reference toBIFR up till 15.09.2015 even after discharge from BIFR to conserve the resources forbusiness operations the Company has decided not to spent any amount towards CorporateSocial Responsibility during the year under report.

44. ACKNOWLEDGEMENT:

The Board of Directors would like to express their grateful appreciation for thesincere support and co-operation extended by its Bankers Financial Institutions Dealersand Suppliers. The Directors would also like to express their sincere thanks for theco-operation and advice received from Govt. of India particularly Deptt. Of HeavyIndustry and Public Enterprises BIFR BRPSE the State Govt. and the local authoritiesfor their continued support co-operation and guidance.

Your Directors wish to place on record their deep sense of appreciation for the devotedservices of employees and are deeply grateful to the shareholders for reposing theconfidence and faith in us.

For and on behalf of the Board
Vinita Srivastava
Chairperson & Managing Director
(DIN : 07195637)
Place : New Delhi
Date : 02.09.2016