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NDR Auto Components Ltd.

BSE: 543214 Sector: Auto
NSE: NDRAUTO ISIN Code: INE07OG01012
BSE 10:05 | 22 Oct 371.65 3.90
(1.06%)
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375.40

HIGH

375.40

LOW

371.65

NSE 09:59 | 22 Oct 370.00 0.20
(0.05%)
OPEN

373.95

HIGH

376.00

LOW

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OPEN 375.40
PREVIOUS CLOSE 367.75
VOLUME 1074
52-Week high 438.50
52-Week low 120.20
P/E 21.58
Mkt Cap.(Rs cr) 221
Buy Price 370.05
Buy Qty 6.00
Sell Price 373.45
Sell Qty 2.00
OPEN 375.40
CLOSE 367.75
VOLUME 1074
52-Week high 438.50
52-Week low 120.20
P/E 21.58
Mkt Cap.(Rs cr) 221
Buy Price 370.05
Buy Qty 6.00
Sell Price 373.45
Sell Qty 2.00

NDR Auto Components Ltd. (NDRAUTO) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 1st Annual Report togetherwith the Audited Accounts for the period ended 31st March 2020.

STANDALONE FINANCIAL SUMMARY

Particulars For period January 01 2019 to March 31 2020
Revenue from Operations 9661.52
Other Income 918.65
Profit before Financial Charges & Depreciation 852.52
Less: Finance Costs 15.48
Profit before Depreciation & Taxation 837.04
Less:
A) Depreciation 737.54
B) Provision for Taxation
- Current Tax 50.40
- Deferred Tax (117.49)
Net Profit after Tax 166.59
Add: Other Comprehensive Income Net of Taxes (24.11)
Total Comprehensive Income for the year 142.48
Balance Carried Forward to Balance Sheet 142.48

Your Company is a newly incorporated Company under the Companies Act 2013 on 19thMarch2019.

The Company operates in the auto components industry and is engaged in production andmanufacturing of seat frames and trims for four-wheeler and two-wheeler vehicles and otheraccessories relating to car seats. Its Manufacturing facilities are located at Gurugram.

KEY HIGHLIGHTS

The standalone and consolidated financial statements for the financial period ended 31stMarch 2020 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Standalone Performance

During the period under review the total revenue from operations and other income wasRs.10580.17 Lakhs Profit before depreciation and taxation was Rs. 837.04 Lakhs duringthe period. Net Profit after taxes was Rs.166.59 Lakhs.

This being the 1st_financial period the comparative _acqures of previousyear is not applicable.

Consolidated Financial Statements

In accordance with Indian Accounting Standard (IND AS) - 110 on Consolidated financialStatements read with Indian Accounting Standard (IND AS) - 28 on Investments in Associatesand Joint Ventures the audited consolidated _financial statements are provided in theannual report.

A report containing the names of the companies which have become or ceased to becomesubsidiaries joint ventures and associates their performance _financial position andtheir contribution to the overall performance of the Company as required by the CompaniesAct 2013 (‘the Act') is provided as an annexure to the consolidated _financialstatements and hence are not repeated here for the purpose of brevity. (Form AOC-1).

DIVIDEND

The Board has not recommended any divided for this _financial period.

TRANSFER TO GENERAL RESERVE

During the period ended March 31st 2020 the Company has not transferredany amount to General Reserve.

CHANGE IN BUSINESS

During the period under review; the company has not changed the nature of its business.

SCHEME OF ARRANGEMENT

As you are aware the Company had _led a Scheme of Arrangement before the Hon'bleNational Company Law Tribunal (NCLT) Delhi. Pursuant to the Scheme of Arrangement betweenSharda Motor Industries Limited (SMIL) and NDR Auto Components Limited the"Automobile Seating Undertaking" was demerged and transferred to NDR AutoComponents Limited on going concern basis along with all assets and liabilities pertainingto "Automobile Seating Undertaking". The Scheme was sanctioned by NCLT videorder dated February 20 2020 (certified copy received on March 11 2020) and is effectivefrom March 16 2020 i.e. the date on which order of NCLT was _led with ROC. The appointeddate being end of day of December 31 2018.

Pursuant to the Scheme the Automobile Seating Business of Sharda Motor IndustriesLimited stood demerged in your Company. Further the investments made by SMIL in BharatSeats Limited Toyota Boshoku Relan India Private Limited and Toyo Sharda India PrivateLimited also stood transferred in the name of the Company. Consequently these Companiesbecame associates/Joint Venture of the Company as per the provisions of the Companies Act2013.

SHARE CAPITAL

Consequent to the approval of the Scheme of Arrangement by the Hon'ble National CompanyLaw Tribunal (NCLT) the following changes have been made in the Share Capital of theCompany; a) The authorized Share Capital of the Company stands increased from Rs. 100000divided into 10000 Equity Shares of face value of Rs. 10 each to Rs. 60000000 dividedinto 6000000 Equity shares of face value of Rs. 10 each. b) The existing Paid up capitalof Rs.100000 consisting of 10000 equity shares issued to the Subscribers to theMemorandum stood cancelled. c) 5946326 equity shares aggregating Rs. 59463260 wereallotted to the shareholders of Sharda Motor Industries Ltd. (SMIL) whose names appearedin their Register of Members on record date 27th March 2020. d) Shares wereallotted in demat form except those shareholders who had shares in physical form wereissued share certificates. e) Your company was admitted with NSDL and CDSL and has beenallotted ISIN No. INE07OG01012 f) The paid up Equity Capital as on March 31 2020 was Rs.59463260.

During the period under review the Company has not issued any other Equity Sharesexcept as mentioned above.

LISTING

Your company made an application to the BSE and NSE for listing of its Equity Shares asa consequence of the approval of the Scheme of Arrangement by NCLT. The BSE and NSE havegiven their approval and Company's shares were listed w.e.f.July 30 2020.

WEBSITE

As per provisions of the Regulation 46 of the SEBI LODR 2015 all necessary informationas is required to be given to the shareholders/ stakeholders are available atwww.ndrauto.com. Shareholders/ stakeholders are requested to refer to investor section.

CHANGE IN CONTROL AND MANAGEMENT

Members may note that at the time of the listing of the equity shares of the CompanyMr. Ajay Relan Ms. Sharda Relan and Mr. Rohit Relan were the core promoters of theCompany along with 18 number of persons as per details mentioned in information memorandum_led with the stock exchanges at the time of getting listing approval. There was a familysettlement according to which the control and management of the company was to vest in Mr.Rohit Relan along with his associates and Mr. Ajay Relan along with his associates were toexit. All shares held by Mr. Ajay Relan and associates stood transferred to Mr. RohitRelan on 24th October 2020. Consequently Mr. Rohit Relan along with hisassociates hold 72.31% stake in the voting power of the Company.

All necessary disclosures in this regard were made to the Stock Exchanges for theinformation of the shareholders/stakeholders.

MATERIAL EVENTS

Except as stated above no other material event has occurred a_ecting the a_airs of thecompany.

ISSUE OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Subsequent to the Scheme of arrangement between Sharda Motor Industries Limited(Demerged entity) and NDR Auto Components Limited (Resulting Company) vide Hon'bleNational Company Law Tribunal Delhi Bench ("NCLT") order dated 20thFebruary 2020 which was effective from16th March 2020 (i.e. effective date)7100 shares were issued to Investor Education and Protection Fund (IEPF) against theshares transferred to IEPF by Sharda Motor Industries Limited.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend ofExecutive and Non-Executive professional Directors. The Chairman of the Board is aNon-Executive Director. As on the date of this report the Board of Directors consists ofnine(9) Directors consisting of one Whole-Time Director and eight (8) Non-executiveDirectors out of which three (3) are Independent Directors including Women Directors. Thecomposition of the Board is in conformity with Regulation 17 of the SEBI (ListingObligations

& Disclosure Requirements) Regulations 2015 and the relevant provisions of theCompanies Act 2013 All the Directors possess requisite qualitifications and experience ingeneral corporate management strategy _finance banking and other allied _fields whichenable them to contribute affectively to the Company in their capacity as Directors of theCompany.

Declaration from all Independent Directors

Declaration from all Independent Directors has been received confirming that they meetthe criteria of independence as prescribed both under the Companies Act 2013 and theListing Regulations 2015.

Retirement by Rotation

As all existing directors are Additional Directors therefore no one is liable to retireby rotation at the forthcoming Annual general Meeting.

Further all the Directors of the Company have given declaration that they are / was notdebarred from being appointed / re-appointed or continuing as Director of the Company bythe virtue of any order passed by the Ministry of Corporate Affairs or any such StatutoryAuthority. All the Independent Directors meet/ fulll the criteria / conditions ofIndependence as prescribed under the Companies Act 2013 and are Independent of theManagement of the Company.

Appointments

Pursuant to the provisions of the Articles of the Article of Association("AOA") of the Company and Section 152 of the Companies Act 2013 read withrules made there under Ms. Sharda Relan Mr. Ajay Relan and Mr. Dharam Asrey Aggarwalwere appointed as the First Directors of the Company w.e.f. March 19 2019. Pursuant tothe requirement of Regulation 17 (1A) of the Listing Regulations and other applicableprovisions the shareholders of the Company in their Extra-ordinary General Meeting("EGM") held on March 12 2020 had accorded their approval for continuation ofDirectorship of Ms. Sharda Relan as Non-Executive Director on the Board of the Company.

During the period under review Mr. Udayan Banerjee and Mr. Kishan Nagin Parikh wereappointed as Additional Directors designated as Non-Executive Independent Director on theBoard of the Company w.e.f. March 12 2020 to hold o_ce for a term upto March 11 2025 andMr. Ashok Kumar Bhattacharya was appointed as an Additional Director designated asNon-Executive Independent Director on the Board of the Company w.e.f. June 17 2020 tohold o_ce for a term upto June 16 2025 both subject to the approval of members i.e.proposed before this Annual General Meeting.

The Board of Directors of the Company at its Meeting held on March 3 2020 hadappointed Mr. Dharam Asrey Aggarwal as a Whole Time Director for a period of 1 (One) yeare_ective from May 1 2020 and by the shareholders of the Company in their Extra-OrdinaryGeneral Meeting held on March 12 2020. Further Board on the recommendation of Nominationand Remuneration Committee appointed Mr. Rohit Relan Mr. Rishabh Relan Mr. PranavRelan Mr. Ayush Relan Ms. Shyamla Khera and Mr. Sanjiv Kapur as additional directorsw.e.f October 23 2020. Ms. Vanita Chhabra Ms. Deepa Gopalan Wadhwa and Mr. RajatBhandari were appointed as additional directors w.e.f November 30 2020. Mr. Pranav Relanwas appointed as Whole Time Director w.e.f October 27 2020. The appointment of Ms.Shyamla Khera has been recommended to shareholders as an Independent director for a periodof _ve years w.e.f. 23rd October 2020. Ms. Vanita Chhabra and Ms. DeepaGopalan Wadhwa have been recommended to shareholders as Independent Directors is for aperiod of _ve years w.e.f. 30/11/2020

Resignations

Ms. Sharda Relan Mr. Ajay Relan Mr. Udayan Banerjee Mr. Kishan Nagin Parikh and Mr.Ashok Kumar Bhattacharya ceased to be Directors w.e.f close of business hours of October24 2020. Mr. Dharam Asrey Aggarwal cease to be Director w.e.f close of business hours ofOctober 26 2020.

The Company has received declaration from all the Independent Directors con_rming thatthey meet the criteria of Independence as prescribed under Section 149(6) of the CompaniesAct 2013 read with the schedules and rules made there under along with declaration forcompliance with clause 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

All the Non-Executive Directors have extensive business experience and are consideredby the Board to be independent in character and judgment of the management of the Companyand free from any business or other relationship which could materially interfere withthe exercise of their independent judgment and had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board/ Committee ofthe Company.

EVALUATION OF BOARD

In compliance with the provisions of Companies Act 2013 and Regulation 17 (10) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board wouldcarry out an evaluation of its own performance Committees and performance of individualDirectors for the _financial year 2020-21. All the Directors who are presently on theBoard of the Company have joined recently i.e. in the month of October/November 2020. Theevaluation of the Directors shall be carried either at the end of the _financial year orat the beginning of the new _financial year. The evaluation framework for assessing theperformance of Directors would comprise of criteria like quality of contribution to theBoard deliberations strategic perspective or inputs regarding future growth of Companyand its performance attendance of Board Meetings and Committee Meetings and commitment toshareholder and other stakeholder interests. The evaluation would involve Self-Evaluationby the Board Members and subsequent assessment by the Board. A member of the Board wouldnot participate in the discussion of his/her evaluation.

KEY MANAGERIAL PERSONNEL (KMP)

During the period under review there was no KMP in terms of Section 203 of theCompanies Act 2013 read with the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014. However the Board of Directors of the Company appointed Mr.Dharam Asrey Aggarwal as a Whole Time Director (KMP) w.e.f 1st May 2020 and heresigned w.e.f close of business hours of October 26 2020. Mr. Pranav Relan was appointedas Whole Time Director w.ef. 27th October 2020 and Mr. Ayush Relan and Mr.Rajat Bhandari were appointed as Whole Time Director w.e.f 2nd January 2021all for a period of three years Mr. Ashutosh Vedi was appointed as a Company Secretaryw.e.f. April 1 2020 and he resigned w.e.f. October 31 2020. Ms. Nitasha Sinha wasappointed as Company Secretary w.e.f 1st November 2020.

Mr. Dharam Asrey Aggarwal Whole Time Director was appointed as Chief Financial O_cerof the Company effective from May 1 2020 and he resigned w.e.f close of business hours of26th October 2020. Mr. Vinod Kumar was appointed as Chief Financialcertificate w.e.f. October 27 2020.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements as set out by the Regulators/ applicablelaws.

The company is not required to comply with the provisions of Regulation 27 of the(Listing Obligations and Disclosure Requirements) Regulations 2015 as both paid-upcapital and net worth is below the prescribed limits.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT 2013

Your Company has not accepted any deposits under Chapter V of the Companies Act 2013but there was an outstanding loan of Rs. 7.06 Lakhs as on 31.03.2020 from Mr. Ajay RelanDirector of the Company which is exempted as deposit under Rule 2(c)(viii) ofCompanies(Acceptance of Deposit) Rules 2014.

However there is no outstanding deposit as on the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as stipulated under Regulation 34 of the SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of the Annual Report.

RELATED PARTY TRANSACTIONS

All contracts/ transactions entered into by the Company during the _financial periodwith related parties were in the ordinary course of business and on arms' length basis.

The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website at the web link https://ndrauto.com/wp-content/uploads/2020/10/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf.

The information relating to particulars of contracts or arrangements with relatedparties referred to in sub section (1) of section 188 of the Companies Act 2013 in FormAOC-2 is annexed as Annexure I forming part of this Report.

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

During the year under review the Hon'ble National Company Law Tribunal New Delhibench vide its Order dated February 20 2020 (certified copy received by the Company onMarch 11 2020) had approved the Scheme of Arrangement among Sharda Motor

Industries Limited and NDR Auto Components Limited and their respective Shareholdersand Creditors for demerger and transfer of the "Automobile Seating Undertaking"of Sharda Motor Industries Limited (Demerged Company) into NDR Auto Components Limited(Resulting Company) under sections 230 to 232 of the Companies Act 2013 read with Section66 of the Companies Act 2013. The copy of the said Order was _led by both Sharda MotorIndustries Limited and NDR Auto Components Limited with the Registrar of Companies onMarch 16 2020.

Except for the above no other material order has been passed.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Directors had laid down internal _financial controls to be followed by the Companyand such policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable _financial information. The Audit Committee evaluates the internal _financialcontrol system periodically.

MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the period ended 31stMarch 2020 and the gap between the two meetings was not more than 120 days.

COMMITTEES OF THE BOARD: a) AUDIT COMMITTEE

The Audit Committee was constituted with effect from 1st April 2020 and atpresent the constitution of the committee is as under:

Sr. No. Name of Member Designation Remarks
1. Ms. Shyamla Khera Chairperson Independent Director
2. Mr. Rohit Relan Member Non-Executive – Promoter
3. Ms. Vanita Chhabra Member Independent Director

Role and responsibilities of the Audit Committee are as under:

(a) Functions of the Audit Committee

i) Oversight of the company's _financial reporting process and the disclosure of its_financial information to ensure that the _financial statement is correct sufficient andcredible;

ii) Recommendation for appointment remuneration and terms of appointment of auditorsof the company;

iii) Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

iv) Reviewing with the management the annual _financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub- section 3 of section 134 ofthe Companies Act 2013;.

b. Changes if any in accounting policies and practices and reasons for the same; c.Major accounting entries involving estimates based on the exercise of judgment bymanagement;

d. Signitificant adjustments made in the _financial statements arising out of audit_findings;

e. Compliance with listing and other legal requirements relating to _financialstatements

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report.

v) Reviewing with the management the quarterly _financial statements beforesubmission to the board for approval;

vi) Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the other document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;

vii) Review and monitor the auditor's independence and performance and effectivenessof audit process;

viii) Approval or any subsequent modification of transactions of the company withrelated parties;

ix) Valuation of undertakings or assets of the company wherever it is necessary;

x) Evaluation of internal _financial controls and risk management systems;

xi) Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems; xii) Reviewing the adequacy of internal auditfunction if any including the structure of the internal audit department starange andseniority of the opnincial heading the department reporting structure coverage andfrequency of internal audit;

xiii) Discussion with internal auditors of any signitificant _findings and follow upthere on;

xiv) Reviewing the _findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;

xv) Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

xvi) To look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

xvii) To review the functioning of the Whistle Blower mechanism;

xviii) Approval of appointment of Chief Financial certificate the whole-time FinanceDirector or any other person heading the _finance function or discharging that functionafter assessing the qualitfications experience and background etc. of the candidate;

xix) Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

(b) Powers of Audit Committee

i) To investigate any activity within its terms of reference.

ii) To seek information from any employee.

iii) To obtain outside legal or other professional advice.

iv) To secure attendance of outsiders with relevant expertise if it considersnecessary.

(c) Review of information by Audit Committee

The Audit Committee shall mandatorily review the following information:

i) Management Discussion and Analysis of _financial condition and results ofoperations;

ii) Statement of signitificant related party transactions (as denined by the AuditCommittee) submitted by management;

iii) Management letters / letters of internal control weaknesses issued by thestatutory auditors;

iv) Internal audit reports relating to internal control weaknesses; and

v) The appointment removal and terms of remuneration of the Chief internal auditorshall be subject to review by the Audit Committee. vi) Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulation 32(1).

(b) Annual statement of funds utilized for purposes other than those stated in theother document/ prospectus/notice in terms of Regulation 32(7).

(c) To frame and review the policies in relation to the implementation of the Company'sCode of Conduct for Prevention of Insider Trading and to supervise implementation of thesame.

b) Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted with effect from 1stApril 2020 and at present the constitution of the committee is as under:

Sr. No. Name of Member Designation Remarks
1. Mr. Sanjiv Kapur Chairperson Non-Executive Director
2. Ms. Shyamla Khera Member Independent Director
3. Mr. Rishabh Relan Member Non- Executive Director

c) Nomination and Remuneration Committee

The Stakeholders Relationship Committee was constituted with effect from 1stApril 2020 and at present the constitution of the committee is as under:

Sr. No. Name of Member Designation Remarks
1. Ms. Shyamla Khera Chairperson Independent Director
2. Mr. Sanjiv Kapur Member Non-Executive Director
3. Mr. Rohit Relan Member Non- Executive Director
4. Ms. Vanita Chhabra Member Independent Director

AUDIT AND AUDITORS Secretarial Auditors

Mr. R S Bhatia has been appointed as Secretarial Auditor by the Board in its meetingheld on 30thNovember 2020.

Secretarial Audit

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and other applicable provisions andRegulation 24A of SEBI (Listing Obligations And Disclosure Requirements) Regulations2015 the provisions of the Secretarial Audit are not applicable on the Company for theperiod ended 31st March 2020.

Statutory Auditors & Auditors' Reports Existing Auditors

Pursuant to the provisions of sections 139 and other applicable provisions of the Actand the Companies (Audit and Auditors) Rules 2014 M/s. Gupta Vigg & Co. CharteredAccountants (FRN: 001393N) were appointed by the Board in its meeting held on 20thMarch 2020 as First Statutory Auditors of the Company till the conclusion of the 1stAnnual General Meeting of the Company.

Auditor's report

The Auditors have not given any observation /moditified opinion on standalone_financial statements which needs to be explained and the remarks of Auditors on theconsolidated _financial statement are self explanatory hence no further classification isrequired.

New _rm's appointment as statutory auditors

The Board of Directors of the Company at their meeting held on 30thNovember 2020 on the recommendation of the Audit Committee have made its recommendationfor appointment of M/s S. S. Kothari Mehta & Co Chartered Accountants (FirmRegistration No. 000756N) as the Statutory Auditors of the Company for a consecutive termof _ve years i.e. from the conclusion of the 1st Annual General Meeting (AGM)till the conclusion of 6th AGM for approval of the members.

The said _rm is a peer reviewed _arms and fulls the criteria laid down in regulation 33of SEBI LODR 2015.

The above said forms part of the notice of the 1st Annual General meeting ofthe Company. The Company has received a written consent and a certitificate from M/s S.SKothari Mehta & Co Chartered Accountants (Firm Registration No. 000756N) that theysatisfy the criteria provided under section 141 of the Act and that the appointment ifmade shall be in accordance with the applicable provisions of the Act and the rulesframed there under.

During the period under review there was no incident related to fraud which wasreported to Board of Directors under Section 143(12) of the Companies Act 2013 by theStatutory Auditors of the Company. Hence no detail is required to be disclosed underSection 134 (3) (ca) of the said Act. The Auditors' Reports (Standalone &Consolidated) to the Shareholders does not contain any qualitification reservation oradverse remarks. The notes on _financial Statement referred to in the Auditors' Report areself-explanatory and do not require any further comments.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 read with rules made thereunder and schedule to the Act are not applicable to the Company.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

There is no subsidiary of the Company. However the Company has one associate companyi.e. Bharat Seats Limited and two joint venture companies i.e. Toyota Boshoku Relan IndiaPrivate Limited and Toyo Sharda India Private Limited.

Information about the Financial Performance / Highlights of performance of theAssociate/ Joint Ventures:

Bharat Seats Limited

Your Company owns 28.66% stake in Bharat Seats Ltd. which carries on the business ofmanufacturing of Car Seats Assemblies Carpet Sets for Automobiles and Motorcycle seats.The Company posted a profit after tax of Rs. 1251.89 Lakhs during the _financial year2019-2020.

Toyo Sharda India Private Limited

Your Company owns 50% stake in Toyo Sharda India Pvt. Ltd. which carries on thebusiness of manufacturing of Car Seat Lifter & Recliner. The Company posted a profitafter tax of Rs. 163.44 Lakhs during the _financial year 2019-2020.

Toyota Boshoku Relan India Private Limited

Your Company owns 50% stake in Toyota Boshoku Relan India Pvt. Ltd. which had nooperations during the _financial year 2019-2020 and incurred loss of Rs. 1.81 Lakhs..

Financial performances of the Associate and Joint Venture Companies are disclosed inthe _financial statements forming part of this annual report. A statement in form AOC-1containing the salient features of the _financial statements of the joint ventures/associate companies is provided as Annexure II.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo as required under Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are annexed herewith marked as Annexure-IIIto this Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act 2013an extract of the annualreturn in the prescribed format is appended as Annexure IV to the Directors'Report. The Annual Report for period is available on website of the Companywww.ndrauto.com .

PARTICULARS OF EMPLOYEES

The provisions of sub-section 12 of Section 197 of the Companies Act 2013 read withRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are not applicable to the Company during the period under review since noremuneration was paid to Directors and KMP(s).

Further during the year under review the top 10 employees in terms of remuneration isattached as Annexure-V in terms of disclosure pursuant to Rule 5 (2) the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS AS PROVIDED UNDER SUB SECTION(3) OF SECTION OF THE COMPANIES ACT 2013

The Company has formulated a Nomination and Remuneration Policy which is available onthe website of the company. The link of the same ishttps://ndrauto.com/wp-content/uploads/2020/10/NRC-Policy.pdf.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to provisions of Section 186 of the Companies Act 2013 during the periodunder review no loans/guarantees were given and no investments were made.

VIGIL MECHANISM

The Company has in place an established Whistle Blower Policy. The Audit Committee andthe Board periodically reviews the policy and its implementation. The purpose of thispolicy is to provide a framework to promote responsible whistle blowing by employees. TheWhistle Blower Policy may be accessed at the Company's website at web link:https://ndrauto.com/wp-content/uploads/2020/10/ Whistle-blower-policy.pdf.

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to placeon record their appreciation of the commitment and effecient services rendered by allemployees of the Company without whose whole hearted efforts the overall satisfactoryperformance of the Company would not have been possible

RISK ASSESSMENT AND RISK MINIMIZATION PROCEDURE

In line with the regulatory requirements the Company has formally framed a RiskAssessment and Risk Minimization policy to identify and assess the key risk areas andmonitor the same. The Board periodically reviews the risks and suggests steps to be takento control the risks.

Details on the Company's risk management framework risk evaluation riskidentification etc. is provided in the Management Discussion and Analysis Report formingpart of this report.

ENVIRONMENT

The Company strictly adheres to the provisions of environmental laws. There is no tradee_uent generated by the Company which may cause pollution. Our Company is an IATF16949:2016 certified Company.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company had employees of seating division of Sharda Motor Industries Ltd. workingon deputation since incorporation till 15th March 2020. Since 16thMarch 2020 these employees are on the payrolls of the Company. Subsequently the POSHAcommittee has been constituted.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3) (c) read with 134(5) of the Companies Act 2013 it ishereby stated that: (a) In the preparation of the annual accounts the applicableaccounting standards had been followed;

(b) Appropriate accounting policies have been selected and applied consistently andjudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at 31st March 2020 and of the profitof the company for the period ended on that date;

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

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

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

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

SHARES a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review. c.Bonus Shares

No Bonus Shares were issued during the year under review.

d. Issue of Shares with diffierential voting rights

The Company has not issued any shares with diffierential rights during the year underreview. e. Issue of Shares under Employee Stock Option Scheme

No such issue of shares under employee stock option scheme was made. f. Issue ofshares through private placement – Nil

g. Issue of Shares without diffierential voting rights - Nil ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the professionalismcreativity integrity and continuous improvement in all functional areas to ensureefficient utilization of the Company's resources for sustainable and profitable growth.The Directors acknowledge their deep appreciation to employees at all levels for theirtotal dedication hard work commitment and collective team work which has enabled theCompany to remain at the forefront of the industry despite increased competition andchallenges. Your Directors take this opportunity to express their grateful appreciationfor the excellent assistance and co-operation received from its customers Your Directorsalso extend their appreciation to Bankers and various departments of Central and StateGovernment(s). Your Directors also would like to thank all the shareholders for theircontinued support & co-operation.

On behalf of the Board of Directors

For NDR Auto Components Limited

Pranav Relan

Whole Time Director

(DIN: 07177944)

Rohit Relan

Co-Chairman

(DIN: 00257576)

Date : 30.11.2020

Place : Gurgaon

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