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Eicher Motors Ltd.

BSE: 505200 Sector: Auto
NSE: EICHERMOT ISIN Code: INE066A01013
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VOLUME 8037
52-Week high 32762.90
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P/E 36.03
Mkt Cap.(Rs cr) 70,769
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OPEN 28100.00
CLOSE 27907.85
VOLUME 8037
52-Week high 32762.90
52-Week low 25600.00
P/E 36.03
Mkt Cap.(Rs cr) 70,769
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Eicher Motors Ltd. (EICHERMOT) - Director Report

Company director report

To the Members of Eicher Motors Limited

The Directors have pleasure in presenting the Thirty Sixth AnnualReport along with the Audited Financial Statements of your

Company for the financial year ended March 31 2018.

FINANCIAL RESULTS

Your Company achieved an all-time high top line growth during thefinancial year 2017-18 with Net revenue from operations at Rs. 8957.51 crores. The profitbefore depreciation and interest amounted to Rs. 2853.20 crores which is 31.9 of thetotal revenue. After accounting for other income of Rs. 332.43 crores interest expense ofRs. 3.04 crores and depreciation of Rs. 222.34 crores profit before exceptional item andtax amounted to Rs. 2960.25 crores.

In March 2018 the Board of Directors of Eicher Polaris PrivateLimited a 5050 joint venture with Polaris Industries Inc decided to wind down theoperations of Eicher Polaris Private Limited. As a consequence the Company recorded animpairment loss of Rs. 311.98 crores (exceptional item) during the year in the standalonefinancial statement.

Profit after exceptional item and before tax is Rs. 2648.27 crores.Profit after tax amounted to Rs. 1712.92 crores after income tax provision of Rs. 935.36crores. Total Comprehensive income for the year net of tax amounted to Rs. 1723.76crores.

The financial results are summarized below

Rs. in Crores

Particulars

For the financial year ended March 31 2018

For the financial year ended March 31 2017

Net Revenue from operations

8957.51

7037.97

Profit before depreciation and interest

2853.20

2205.81

Interest

3.04

2.79

Depreciation

222.34

153.34

Profit before other income and tax

2627.82

2049.68

Other income

332.43

227.31

Profit before exceptional items and tax

2960.25

2276.99

Exceptional Items

311.98

-

Profit before tax

2648.27

2276.99

Provision for tax (including deferred tax)

935.36

716.97

Net profit after tax

1712.92

1560.02

other comprehensive income

10.85

(0.08)

Total comprehensive income for the year net of tax

1723.76

1559.94

Balance in statement of profit and loss brought forward from previous year

3476.61

1916.67

Amount available for appropriation

5200.37

3476.61

Dividend for FY 2016-17 paid in FY 2017-18

-

272.22

Dividend proposed for FY 2017-18

299.81

-

Earnings per share
- Basic (Rs.)

629.07

573.75

- Diluted (Rs.)

627.88

572.17

CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of business of the Company during thefinancial year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY THAT HAVE OCCURRED AFTER MARCH 31 2018 TILL THE DATE OF THIS REPORT

There are no material changes or commitments affecting the financialposition of the Company which have occurred after March 31 2018 till the date of thisreport.

DIVIDEND

The Board of Directors in their meeting held on May 9 2018 hasrecommended for approval of the shareholders payment of dividend of Rs. 110/- per EquityShare (1100) of face value of Rs. 10/- out of the profits for the financial year 2017-18.The dividend if approved by the shareholders shall be paid in the following manner a) Toall Beneficial Owners in respect of shares held in dematerialized form as per the datamade available by the National Securities Depository Limited (NSDL) and the CentralDepository Services (India) Limited (CDSL) as of the close of business hours on August 32018 b) To all Members in respect of shares held in physical form after giving effect tovalid transfer/transmission in respect of transfer/transmission requests lodged with theCompany on or before the close of business hours on August 3 2018.

AMOUNTS TRANSFERRED TO RESERVES

During the financial year 2017-18 no amount was transferred to GeneralReserve of the Company.

BRIEF DESCRIPTION OF THE STATE OF COMPANY'S AFFAIRS/ BUSINESSPERFORMANCE

Your Company's Royal Enfield unit continues to grow significantly.It sold 820492 motorcycles in the financial year 2017-18 23.1 more when compared to2016-17 sales of 666493 motorcycles. Out of 820492 motorcycles sold in 2017-18 19262motorcycles were exported a growth of 25.2 over previous financial year 2016-17 volume of15383 motorcycles.

Net Revenue from operations for 2017-18 year was Rs. 8957.51 crores27.3 growth over previous year (Rs. 7037.97 crores). Net Sales of spare parts gear andservices increased to Rs. 841.79 crores in 2017-18 from Rs. 581.38 crores in the previousyear registering a growth of 44.8.

Maximizing operating leverage is a key focus in your Company. Thisenabled your Company to grow profits faster than revenue from operations. YourCompany's profit before depreciation interest exceptional item and Tax was Rs.2853.20 crores in 2017-18 a growth of 29.3 over Rs. 2205.81 crores recorded in 2016-17

MARKET AND FUTURE PROSPECTS

Please refer to Management Discussion & Analysis Report which formspart of the Annual Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information on conservation of energy technology absorption foreignexchange earnings and outgo as required to be given pursuant to the provisions of Section134 of the Companies Act 2013 (the Act) read with the Companies (Accounts) Rules 2014is provided under Annexure-1.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARESWITH DIFFERENTIAL RIGHTS

The Company has not issued any sweat equity shares or equity shareswith differential rights during the financial year.

CHANGES IN SHARE CAPITAL & EICHER EMPLOYEE STOCK OPTION PLAN 2006

The paid up Equity Share Capital of the Company as on March 31 2018was Rs. 272555490/-. During the year under review the Company has issued 45300 EquityShares of face value of Rs. 10 each pursuant to its Employees Stock Option Plan 2006.

A Statement giving complete details as at March 31 2018 pursuant toRegulation 14 of the SEBI (Share Based Employee Benefits) Regulations 2014 is availableon the website of the Company and the weblink for the same ishttp//www.eicher.in/uploads/1530017922 directors-report-ESOP-annexure-2017-18.pdf

The Employee Stock Option Plan for grant of stock options has beenimplemented in accordance with the SEBI Regulations. A certificate from M/s S.R. Batliboi& Co. LLP Statutory Auditors in this regard would be placed at the ensuing AnnualGeneral Meeting for inspection by the members. The Company has not changed its EmployeeStock Option Plan during the year.

Further details of options granted and exercised are included in Noteno. 47 in the notes to accounts forming part of consolidated financial statements.

DEPOSITS

The Company has not accepted any deposits from the public/ membersunder Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014during the financial year under review. The Company has not renewed/accepted fixeddeposits after May 29 2009. There are no deposits that remain unclaimed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 149(7) of the Act all the

Independent Directors of the Company have given written declarations tothe Company confirming that they meet the criteria of independence as laid down underSection 149(6) of the Act and Regulation 16(1) of SEBI LODR Regulations 2015.

During the year under review Mr. Priya Brat Non Executive

Independent Director of the Company resigned from the

Board w.e.f. June 16 2017. Further Mr. M.J. Subbaiah Non

Executive Independent Director of the Company resigned from the Boardw.e.f. March 31 2018. There has been no other change in the Directors and Key ManagerialPersonnel of the Company during the financial year under review.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATIONcompany's iring & Employment Policy

A number of factors are considered towards selecting candidates at theBoard level which include Ability to contribute to strategic thinking Proficiencyin Governance norms policies and mechanisms at the Board level Relevant crossindustry/functional experience educational background skills and experience Whereverrelevant independence of Directors in terms of applicable regulations.

It is expected that the Individual Board members are willing to learnthe business of the Company and to devote the necessary time and effort to bewell-informed.

With respect to core competencies and personal reputation ourpractices ensure through the selection process that all

Directors

Exhibit integrity and accountability Exercise informedjudgment Are financially literate Are mature and confident individuals

Operate with high performance standards

Removal of Directors

Under extreme circumstances and in highly unusual situations it maybecome necessary to remove a member from the Board of Directors. Reasons for doing so mayrelate to any of the following (indicative other than as provided under the Companies Act2013)

i. Breach of confidentiality in anyway ii. Failure to meet obligatoryprocedures in the disclosure of conflict of interest

iii. Failure to fulfil the fiduciary duties of a Director for the

Company

iv. Acting in any other manner which is against the interests of theCompany

company's Remuneration Policy

The Company's Compensation Strategy defines the principlesunderlying compensation philosophy for its employees.

Compensation is a critical piece of overall human-resources strategyand broadly refers to all forms of financial returns and tangible benefits that employeesreceive as a part of their employment relationship.

The Remuneration/Compensation Policy of the Company is designed toattract motivate and retain manpower. This Policy applies to Directors and SeniorManagement including Key Managerial Personnel (KMP) and other employees of the Company.

The remuneration of the Managing Director Executive Director KMPs andCXOs of the Company is recommended by the Nomination and Remuneration Committee based oncriteria such as industry benchmarks the Company's performance vis--vis the industryresponsibilities and performance assessment. The Company pays remuneration by way ofsalary perquisites and allowances (fixed component) incentive remuneration and/orcommission (variable components).

Loans/ advances may be extended to employees below the executive levelsubject to approval of Human Resources department. The maximum amount of loan/ advancethat can be granted to an employee shall not exceed one month's gross salary or Rs.40000 whichever is higher.

Additionally in the event of exigencies arising due to calamities theCompany may provide financial assistance to any affected employee by way of extendinginterest-free loan for an amount not exceeding his/her two months' gross salary.

Remuneration by way of commission to the Non-Executive Directors shallbe decided by the Board of Directors within the ceiling of a sum not exceeding 1 per annumof the net profits of the Company calculated in accordance with the provisions of the Actand as approved by the members from time to time by passing a resolution in the generalmeeting.

Remuneration of KMPs and employees largely consists of basicremuneration perquisites allowances performance incentives and employee stock optionsgranted pursuant to the Employees Stock Option Plan of the Company. The components ofremuneration vary for different employee levels and are governed by the compensationtrends in the industry qualifications and experience of the employee and his/herresponsibility areas employee performance assessment etc.

ANNUAL EVALUATION OF BOARD

COMMITTEES AND INDIVIDUAL DIRECTORS

During the financial year under review formal annual evaluation of theBoard its committees and individual Directors was carried out pursuant to the BoardPerformance

Evaluation Policy of the Company and provisions of the

Companies Act 2013 and SEBI LODR Regulations 2015.

The performance of the Board and Committees was evaluated after seekinginputs from all the Directors on the basis of the criteria such as Board/ Committeeconstitution frequency of meetings effectiveness of processes etc. The performance ofindividual Directors (including Independent Directors) was evaluated by the Board andNomination & Remuneration Committee (excluding the Director being evaluated) afterseeking inputs from all Directors on the basis of the criteria such as thoughtcontribution business insights and applied knowledge.

A separate meeting of Independent Directors was also held to review theperformance of the Managing Director performance of the Board as a whole and performanceof the Chairperson of the Company. Review of the performance of the Chairperson was doneafter taking into account the views of the Executive Director and Non-Executive Directors(excluding the Chairman being evaluated).

MEETINGS OF BOARD OF DIRECTORS

Four (4) meetings of the Board of Directors of the Company wereconducted during the financial year. The details of Board/Committee/Shareholder meetingsare provided under the Corporate Governance Report which forms part of the

Annual Report.

DETAIL OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THEACT

The details of loans guarantees and investments made by the Companyduring the year under review which are covered under Section 186 of the Act are providedunder

Annexure-2.

PARTICULARS OF RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Companyduring the financial year with related parties are in compliance with the applicableprovisions of the Companies Act 2013 and SEBI LODR Regulations 2015. Requisite approvalof the Audit Committee and the Board (wherever required) was obtained by the Company forall Related Party Transactions.

There were no materially significant Related Party Transactions made bythe Company with Promoters Directors or Key Managerial Personnel subsidiaries jointventures and associate Companies which may have a potential conflict with the interest ofthe Company. There are no transactions that are required to be reported in Form AOC-2hence the said form does not form part of this report. However the details of thetransactions with Related Parties are provided in the

Company's financial statements in accordance with IndianAccounting Standards.

The Company has a Policy on materiality of and dealing with

Related Party Transactions as approved by the Board which isavailable at its website www.eichermotors.com.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted pursuant to therequirements of the Companies Act 2013 and SEBI LODR Regulations 2015. At presentmembers of the Audit Committee are

Sl. No. Name of Members

1 Mr. S Sandilya (Chairman)

2 Mr. Siddhartha Lal

3 Mr. Prateek Jalan

During the year under review Mr. Priya Brat Non Executive IndependentDirector Member of the Audit Committee and Mr. M J Subbaiah Non Executive IndependentDirector Chairman of the Audit Committee resigned from the Board w.e.f. June 16 2017and March 31 2018 respectively.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigilmechanism for Directors employees and vendors of the Company to report concerns aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct or Ethics Policy. The Whistle Blower Policy is available on the website of theCompany.

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES ighlights ofperformance of subsidiaries and joint venture companies and their contribution to theoverall performance of the company during the year under review

Royal Enfield North America Limited (RENA)

RENA was incorporated in March 2015 as a 100 subsidiary of EicherMotors Limited to manage the distribution and sales of Royal Enfield products and servicesincluding motorcycles spares and gear in North America. It sold 754 motorcycles duringthe year 2017-18 and achieved revenue of Rs.19.69 crores. As of March 2018 RENA hadcontracted with 71 multi brand outlets in USA.

Royal Enfield canada Limited (REcA)

RECA is a 100 subsidiary of RENA. RECA was incorporated in April 2016in Canada to manage the distribution and sales of Royal Enfield products and servicesincluding motorcycles spares and gear in Canada. During the year 2017-18 the companysold 78 motorcycles and achieved revenue of Rs.2.24 crores. As of March 2018 RECA hadcontracted with 11 multi brand outlets in Canada.

Royal Enfield Brasil comercio de

Motocicletas Ltda.

Royal Enfield started its operations in Brazil through a directdistribution company by the name of Royal Enfield Brasil Comercio De Motocicletas LTDA in2016-17 with the launch of its first stand-alone exclusive store in Sao Paulo. TheCompany started its commercial sales from April 2017 with the launch of an exclusivestore. During the first year of its operation in 2017-18 the company sold 429 motorcyclesand achieved revenue of Rs.11.08 crores.

VE Commercial Vehicles Limited

Overview of performance covered separately in the Annual

Report.

Report containing salient features of financial statements ofsubsidiaries and joint venture companies

Pursuant to the provisions of Section 129(3) of the Act a reportcontaining salient features of the financial statements of Company's subsidiaries andjoint venture Companies in Form AOC-1 is attached as Annexure-3.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'SSUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year under review no Company has become or ceasedto be Company's subsidiary joint venture or associate company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

There are no significant material orders passed by the Regulators orCourts or Tribunals which would impact the going concern status of the Company and itsfuture operations. However members' attention is drawn to the statement oncontingent liabilities commitments in the notes forming part of the Financial Statements.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

Details of internal financial control and its adequacy are included inthe Management Discussion and Analysis Report which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social

Responsibility (CSR) Committee and has framed a Corporate SocialResponsibility Policy and identified Healthcare Children's education Road safetyEnvironmental sustainability Local Area Development in including but not limited toareas around Company's establishments & in Himalayas and Livelihood developmentincluding vocational training for underprivileged as some of the key areas. The Companywill continue to support social projects that are consistent with the Policy.

Corporate Social Responsibility Committee of the Company is constitutedas follows

1. Mr. S Sandilya Chairman

2. Mr. Siddhartha Lal

3. Mr. Prateek Jalan

Annual Report on CSR activities is annexed as Annexure-4.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared by the Companyin accordance with the requirements of Ind AS-110 Consolidated Financial Statements andInd AS 28 Investment in Associates and Joint ventures prescribed under Section 133 of theCompanies Act 2013 read with the rules issued thereunder. The Company its subsidiariesand jointly controlled entities adopted Indian Accounting Standard (Ind AS) from April 12016. The consolidated financial statements are provided in the Annual Report. A statementcontaining the salient features of the financial statements of each of the subsidiary andjoint venture in the prescribed Form AOC-1 is attached.

Pursuant to Section 136 of the Act the financial statementsconsolidated financial statements and separate audited accounts of the subsidiaries areavailable on the website of the Company at www.eichermotors.com. These are also availablefor inspection by the shareholders at the Registered Office of the Company during businesshours. The Company shall provide free of cost the copies of the financial statements ofthe Company and its subsidiary Companies to the shareholders upon their request. Theconsolidated total Comprehensive income of the Company and its subsidiaries amounted toRs. 1969.64 Crores for the financial year 2017-18 as compared to Rs. 1664.65 crores forthe previous period 2016-17.

AUDITORS

(a) STATuToR AudiToRS ANd TEiR REPoRT

M/s S.R. Batliboi & Co. LLP Chartered Accountants (FirmRegistration Number FRN 301003E/E300005) were appointed as Statutory Auditors in the 35th(Thirty Fifth) Annual General Meeting (AGM) of the Company for a period of five yearsfrom the conclusion of 35th AGM till the conclusion of the 40th AGM of the Companysubject to ratification of their appointment at every AGM by the shareholders if requiredpursuant to the provisions of the Companies Act 2013 (Act). Central Government videCompanies (Amendment) Act 2017 has amended the provisions of Section 139 of the Act andratification of appointment of Statutory Auditors in every AGM is no longer required.Therefore matter relating to ratification of appointment of M/s S.R. Batliboi & Co.LLP Statutory Auditors of the Company is not required to be placed before the members atthe ensuing 36th Annual General Meeting.

The Statutory Auditors had carried out audit of financial statements ofthe Company for the financial year ended March 31 2018 pursuant to the provisions of theAct.

The reports of Statutory Auditors forms part of the

Annual Report. The reports are self-explanatory and does not containany qualifications reservations or adverse remarks.

(B) SECRETARIAL AUDITORS AND TEIR REPORT

The Board of Directors has appointed M/s. RDA & Associates CompanySecretaries to conduct Secretarial Audit for the financial year ended March 31 2018. Asrequired under Section 204 of the Companies Act 2013 the Secretarial Audit Report isannexed as Annexure-5. The Secretarial Auditors' Report is self-explanatoryand does not contain any qualifications or adverse remarks.

(C) COST AUDITOR

Mr. V Kalyanaraman a qualified Cost Accountant has been appointed asthe cost auditor to carry out audit of the cost records of the Company for the financialyear 2017-18 pursuant to the provisions of the Companies Act 2013. The Cost auditor shallsubmit his report to the Board of Directors within the time prescribed under CompaniesAct 2013 and the rules made thereunder.

CORPORATE GOVERNANCE MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESSRESPONSIBILITY REPORTS

As per SEBI LODR Regulations 2015 Corporate Governance Reporttogether with the Auditors' certificate regarding compliance of conditions ofCorporate Governance Management Discussion & Analysis Report and BusinessResponsibility Report form part of the Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act the detailsforming part of the extract of the Annual Return in

Form MGT-9 is annexed as Annexure-6.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013

a) that in the preparation of the annual Financial Statements for theyear ended March 31 2018 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any

b) that such accounting policies as mentioned in Note no. 3 of theNotes to the Financial Statements have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at

March 31 2018 and of the profits of the Company for the year ended onthat date

c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities

d) that the annual Financial Statements have been prepared on a goingconcern basis

e) that proper internal financial controls to be followed by theCompany have been laid down and that the financial controls are adequate and wereoperating effectively and

f) that proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

PARTICULARS OF EMPLOYEES

Disclosures as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

1) Ratio of the remuneration of each director to the medianremuneration of the employees of the Company and the percentage increase in remunerationof Directors & KMPs in the Financial Year

Name of the directorMP Designation

Ratio of Remuneration of each director to Median Remuneration of Employees

Percentage increase in Remuneration for F 2017-18 over F 2016-17

1 Mr. S Sandilya Chairman & Non-Executive Independent Director

8.2

9.40

2 Mr. Siddhartha Lal Managing Director and CEO

137.8

0.12

3 Mr. Priya Brat* Non-Executive Independent Director

0.10

N.A.*

4 Mr. M J Subbaiah Non-Executive Independent Director

1.7

3.76

5 Mr. Prateek Jalan Non-Executive Independent Director

3.7

(12.22)

6 Ms. Manvi Sinha Non-Executive Independent Director

1.7

17.18

7 Mr. Lalit Malik Chief Financial Officer

-

(17.97)

8 Mr. Manhar Kapoor General Counsel and Company Secretary

-

7.34

*Mr. Priya Brat Non Executive Independent Director resigned from theBoard w.e.f. June 16 2017. Hence percentage increase in remuneration is not applicable.Mr. M.J. Subbaiah Non Executive Independent Director resigned from the Board w.e.f.March 31 2018.

2) Percentage increase in the median remuneration of the employees inthe financial year 10

3) Number of permanent employees on the rolls of Company as at March31 2018 3085 employees.

4) The average increase in median remuneration of the employees otherthan managerial personnel was 10 as compared to the increase in the managerialremuneration by -4.

5) It is hereby affirmed that the remuneration is paid as per theRemuneration Policy of the Company.

Further a statement containing particulars of top ten employees interms of the remuneration drawn and employees drawing remuneration in excess of the limitsset out in Rule

5(2) & (3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended are provided as part of the Directors Report. Howeverin terms of provisions of Section 136 of the said Act the Annual Report is being sent toall the members of the Company and others entitled thereto excluding the said statement.Any member interested in obtaining such particulars may write to the Company Secretary.The said information is also available for inspection at the Registered Office of theCompany during working hours.

RISK MANAGEMENT

Requisite information is provided under Management

Discussion and Analysis Report which forms part of the Annual

Report.

COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review the Company has complied withapplicable Secretarial Standards on Board and General Meetings specified by the Instituteof Company Secretaries of India pursuant to Section 118 of the Companies Act 2013.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at theworkplace and towards this end has adopted a policy in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (Act)and the Rules made thereunder. All employees (permanent contractual temporary trainees)are covered under the said policy. An Internal Complaints' Committee has also beenset up to redress complaints received on sexual harassment. No complaint of sexualharassment was pending at the beginning of the financial year. During the financial yearunder review the Company received one complaint of sexual harassment. The said complaintwas investigated and disposed of in the month of April 2018 in accordance with the Act andthe Company's Policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace.

The Company also conducts various programs in the organization on acontinuous basis in order to build awareness in this area.

ACKNOWLEDGEMENT

We thank our customers business associates and bankers for theircontinued support during the financial year.

We wish to convey our deep appreciation to the dealers of the Companyfor their achievements in the area of sales and service and to suppliers/ vendors fortheir valuable support.

We also place on record our sincere appreciation for the enthusiasm andcommitment of Company's employees for the growth of the Company and look forward totheir continued involvement and support.

For Eicher Motors Limited

Siddhartha Lal

S. Sandilya

Managing Director

Chairman

& Chief Executive Officer

DIN 00037542

DIN 00037645
Place Gurugram Haryana
Date May 9 2018