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SAL Automotive Ltd.

BSE: 539353 Sector: Auto
NSE: N.A. ISIN Code: INE724G01014
BSE 00:00 | 03 Dec 183.00 12.35
(7.24%)
OPEN

183.60

HIGH

183.60

LOW

168.00

NSE 05:30 | 01 Jan SAL Automotive Ltd
OPEN 183.60
PREVIOUS CLOSE 170.65
VOLUME 794
52-Week high 197.95
52-Week low 82.00
P/E
Mkt Cap.(Rs cr) 44
Buy Price 176.25
Buy Qty 150.00
Sell Price 182.95
Sell Qty 1.00
OPEN 183.60
CLOSE 170.65
VOLUME 794
52-Week high 197.95
52-Week low 82.00
P/E
Mkt Cap.(Rs cr) 44
Buy Price 176.25
Buy Qty 150.00
Sell Price 182.95
Sell Qty 1.00

SAL Automotive Ltd. (SALAUTOMOTIVE) - Director Report

Company director report

TO THE MEMBERS

Your Directors have the pleasure of presenting their 44th Annual Report together withthe Audited Financial Statements for the year ended March 31 2019.

FINANCIAL RESULTS

In compliance with the provisions of the Companies Act 2013 ('Act') and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations') theCompany has prepared its financial statements as per Indian Accounting Standards (Ind AS)for the FY 2018-19. The highlights of the financial results of the Company for the FY2018-19 and FY 2017- 18 are as under:

Year ended 31st March 2019 Year ended 31st March 2018
(Rs. in Crores) (Rs. in Crores)
Net Revenue from Operations 130.65 113.71
Other Income 0.83 0.93
Total Revenue 131.48 114.64
Profit before Depreciation Finance Charges and Tax 6.54 5.99
Finance Costs 0.35 0.13
Depreciation & Amortization Expense 1.37 0.90
Profit Before Tax 4.82 4.96
Tax Provision
– Current 1.04 1.46
– Deferred 0.31 0.09
Profit After Tax 3.47 3.41
Other Comprehensive Income (0.003) 0.11
Total Comprehensive Income 3.47 3.52
Retained Earnings - Opening Balance after adjustment for carrying value of assets 10.14 7.78
Available for appropriation 13.61 11.30
Appropriations:
Dividend paid on Equity Shares 1.08 0.96
Tax paid on Dividend 0.22 0.20
Transfer to General Reserve - -
Retained Earnings - Closing Balance 12.31 10.14

Note: The above statements and the financial figures given under the head 'FinancialResults' are extracted from the Financial Statements which have been prepared inaccordance with the (Indian Accounting Standards) Rules 2015 (Ind AS) prescribed underSection 133 of the Companies Act 2013 and other recognized accounting practices andpolicies to the extent applicable.

REVIEW OF OPERATIONS

Our Company is dependent on auto and agriculture sector which in turn is influenced byvarious factors like economic growth monsoon etc. impacting the purchasing power of thebuyers of the automobiles. Demand is derived from original equipment manufacturers (OEM)as well as the replacement market. The agricultural implement segment too is predominantlydependent on monsoon among other factors.

Due to slow down in automotive industry during last 3 quarter specially commercialvehicle and passenger vehicles both are showing negative trends in term of demand. Agriimplement and tractor industry also has shown de-growth in demand and with thepossibilities of late and weak monsoon both industry seems to have negative sentiments forcoming year as well. The Company's business is also expected to have affect with same lineof adverse impact on current year business. However company is also exploring new businessopportunities to generate additional revenue.

In line with industry growth our Company also posted a growth of 2% in seatmechanisms 9% in tractor & LCV Seats and 30% in agriculture implements segment in FY2018-19 as compared to FY 2017-18. In the above backdrop total net operating revenue forthe financial year 2018-19 increased to Rs. 130.65 crores against the previous year'srevenue of Rs. 113.71 crores. However the Profit before tax for the year has decrease toRs. 4.82 crores against previous year PBT of Rs. 4.96 crores which is primarily onaccount change in product mix. Profit after tax for the year was Rs. 3.47 crores (previousyear Rs. 3.52 crores) which gives an Earning per Share (EPS) of Rs. 14.48 (previous year -Rs. 14.66).

DIVIDEND

Based on the Company's performance the Directors are pleased to recommend for yourconsideration and approval payment of dividend amounting to Rs. 4.50 i.e. @ 45% per equityshare of Rs. 10/- each fully paid up for the financial year 2018-19. The final dividendon equity shares if approved by the members would involve a cash outflow of Rs. 1.30Crores (including Corporate Dividend Tax amounting to Rs. 0.22 Crores).

TRANSFER TO GENERAL RESERVE

The Board has not proposed transferof any amount to the General Reserve for thefinancial year ended March 31 2019.

FINANCE

The fund position of the Company stayed comfortable throughout the financial year2018-19. As a result after meeting routine capital expenditure and working capitalrequirements to support the operations net interest income for the year was Rs. 0.73crore against Rs. 0.64 crore for the previous year.

SHARE CAPITAL

The issued and paid-up Share Capital of the Company remained unchanged during the yearand stood at Rs.2.40 crores at the end of the financial year 2018-19.

There were no instances of issue of shares with differential voting right buy back ofshares or bonus issuesof shares during the year.

DEPOSITS

The Company has not accepted any deposit and as such no amount of principal orinterest was outstanding as at the end of the financial year.

INDUSTRIAL RELATIONS

The Company has a highly committed loyal and dedicated team. The Company promotes anatmosphere which encourages learning and informal communication within the organization.The Company is having Performance Management System (PMS) to objectively measure theperformance of the individual and the organization. The overall remuneration structure islinked with PMS. The Company also has a training need identification system in place forachieving the desired level of the skill and talent and further enhancing the learningand competency level of the employees from time to time. This has made a significantcontribution to the Company's business.

Industrial relations were cordial throughout the year under review. The management andthe workers union after a fruitful and healthy discussions have amicably signed thetripartite long term settlement for period 09/ 2018 to 08/2022.

Regular employee strength as on 31st March 2019 stood at 205 Nos. (31st March 2018 -199 Nos.).

SAFETY HEALTH AND ENVIRONMENTAL PERFORMANCE

Your Company is committed towards excellence in Safety Occupational Health andEnvironment. This is also to ensure sustainable business growth. The Company has awell-established Safety Occupational and Environmental Policy which inter alia ensuressafety of employees plant equipment and public at large by ensuring compliance with allstatutory rules and regulations on regular basis. Your Company also imparts training toits employees as per the predefined training calendar carries out statutory safety auditsof its facilities as per legal requirement and promotes eco-friendly activities. Inreiteration of its commitment to improve the well being of the employees MedicalCheck-ups both curative and preventive have been organized regularly including educatingthe employees on Industrial Hygiene at the work place. The Company's Plant is ISO 14001:2015 and OHSAS 18001 : 2007 certified.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of naturalresources and continuously taking various initiatives to reduce the consumption ofelectricity and water. During the year energy audit was conducted and initiatives havebeen planned for energy savings.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

INDUCTIONS RE-APPOINTMENT/RE-DESIGNATIONS RETIREMENT & RESIGNATIONS

Mr. Rama Kant Sharma Managing Director of the Company was appointed as such for aperiod of 3 years with effect from February 04 2016. The Board in its meeting held onFebruary 01 2019 and on the recommendation of the Nomination and Remuneration Committeeapproved his re-appointment for a further period of 3 years subject to the approval of theshareholders at the ensuing Annual General Meeting ("AGM"). Mr. Jai BhagwanKapil and Mr. Rajiv Sharma Independent Directors completed their present term asIndependent Directors of the Company on February 02 2019. On the recommendation of theNomination and Remuneration Committee the Board in its meeting held on February 01 2019and subject to the approval of shareholders by special resolution at the ensuing AGMre-appointed Mr. Jai Bhagwan Kapil and Mr. Rajiv Sharma as Independent Directors of theCompany for a further term of five years w.e.f. February 03 2019 for the second term of 5years from February 03 2019 upto February 02 2024.

Brief resume nature of expertise details of directorships held in other companies ofthe Directors proposed to be reappointed along with their shareholding in the Company asstipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations isappended as an annexure to the Notice of the ensuing AGM.

In terms of Section 152 of the Companies Act 2013 Mr. Jamil Ahmed shall retire byrotation at the forthcoming AGM and being eligible offers himself for re-appointment.

Mr. Jeevan Mahaldar who was appointed as an Executive Director and whose term wasexpiring on February 03 2019 was re-designated as non-executive Director on expiry of histerm. However he resigned from his non-executive directorship w.e.f. April 24 2019.

KEY MANAGERIAL PERSONNEL

Mr. Rama Kant Sharma Managing Director Mr. Gagan Kaushik Company Secretary and Mr.Jagdish Lal Raheja Chief Financial Officer are the Key Managerial Personnel (KMP) of theCompany as per Companies Act 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid downunder Section 149 (6) of the Companies Act 2013 and Regulation16 of Listing Regulations and there has been no change in the circumstances which mayaffect their status as Independent Director during the year. The Independent Directorshave also confirmed that they have complied with the Company's code of conduct forDirectors and Senior Management Personnel.

POLICY ON NOMINATION REMUNERATION AND BOARD DIVERSITY

The Company believes that building a diverse and inclusive culture is integral to itssuccess. A diverse Board among others will enhance the quality of decisions by utilizingdifferent skills qualifications professional experience and knowledge of the Boardmembers necessary for achieving sustainable and balanced development. Accordingly theCompany has formulated and adopted the Nomination and Remuneration Policy in accordancewith the provisions of Companies Act 2013 read with the Rules issued there under and theListing Regulations. The Nomination and Remuneration Policy is annexed herewith asAnnexure A.

ANNUAL PERFORMANCE EVALUATION

Details of the manner in which performance of the Board its Committees and IndividualDirectors is evaluated is disclosed in the Corporate Governance Report forming part ofthis Annual Report.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met 4 times in the financial year 2018-19. The period between any two consecutivemeetings of the Board of Directors of the Company was not more than 120 days. The detailsof the Board Meetings and the attendance of the Directors are provided in the CorporateGovernance Report that forms part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprised of the following Directors viz. Mr. Jai Bhagwan Kapil(Chairman of the Committee) Mr. Rajiv Sharma and Mr. Jeevan Mahaldar. Except Mr. JeevanMahaldar all the members are Independent Directors. The Company Secretary of the Companyis the Secretary of the Committee. All the recommendations made by the Audit Committeewere accepted by the Board. Consequent to resignation of Mr. Jeevan Mahaldar with effectfrom April 24 2019. Mr. Rama Kant Sharma was appointed as a member of the AuditCommittee.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIALSTATEMENTS

As at March 31 2019 the Company does not have anysubsidiary company or joint ventureor associatein terms of the provisions of Companies Act 2013.The Company thereby has nomaterial subsidiary in accordance with the Listing Regulations.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year the Company has transferred the unpaid/unclaimed dividend amounting toRs. 51225 to the Investor Education and Protection Fund (IEPF) Account established by theCentral Government. The Company has also uploaded the details of unpaid and unclaimedamounts lying with the Company as on August 10 2018 (date of last Annual General Meeting)on the website of the Company https://swarajautomotive.com/ unclaimed-dividend/ Furtherin terms Section 124(6) read with Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 (IEPF Rules) as amended the Companyhas transferred 775 equity Shares to the demat account of Investor Education andProtection Fund details of which are uploaded on the website of the Companyhttps://swarajautomotive.com/wp-content/uploads/2018/07/SAL-Shares-transferred-to-IEPF-during-2018-19.pdfThe shareholders whose unpaid dividend / shares are transferred to the IEPF can claim thesame by filling the prescribe Form as per the applicable provisions under the IEPF Rules.

STATUTORY AUDITORS

M/s. Mangla Associates Chartered Accountants (ICAI Firm Registration No.-006796C)Statutory Auditors of the Company were appointed at the 42nd Annual general Meeting of theCompany from the conclusion of the Annual General Meeting held in year 2017 until theconclusion of the fifth consecutive AGM of the Company to be held in year 2022.

AUDITORS' REPORT

The Auditors' Report read along with notes to accounts is self-explanatory andtherefore does not call for further comments. The Auditors' Report doesn't contain anyqualification reservation or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s A. Arora and Co. (CP No. 993) a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2018-19. TheSecretarial Audit Report is annexed herewith as Annexure B.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

COST AUDITORS

The Cost Audit for financial year ended March 31 2018 was conducted by M/s. AggarwalVimal & Associates (M. No.000350). The said Cost Audit Report was filed on 27thAugust 2018.

Based on the recommendations of the Audit Committee and confirmation that theappointment if approved will be within the limits of Section 141(3)(g) of the CompaniesAct 2013 and are of independent relationship with the Company the Board had approved thereappointment of M/s. Aggarwal Vimal & Associates (M. No.000350) as the Cost Auditorsof the Company for the financial year 2019-20 on a remuneration of Rs. 50000 (RupeesFifty Thousand only) applicable taxes and out of pocket expenses that may be incurred bythem during the course of audit. As required under the Companies Act 2013 theremuneration payable to the cost auditor is required to be placed before the Members in ageneral meeting for their ratification. Accordingly a resolution seeking Member'sratification for the remuneration payable to M/s Aggarwal Vimal & Associates CostAuditors is included in the Notice convening the ensuing Annual General Meeting. TheCompany has maintained accounts and records as specified under sub-section (1) of 148 ofthe Act.

CORPORATE SOCIAL RESPONSIBILITY

Keeping with the Company's core value of Good Corporate Citizenship your Company iscommitted to display its social responsibility by taking various initiatives benefitingthe society at large. These initiatives include organizing plantation of trees at variouslocations awareness campaign on ill effects of tobacco providing medicines beds andsheets to destitute people's home etc.

During the year under review the Company was not covered under the provisions ofSection 135 of the Companies Act 2013 related to Corporate Social Responsibility.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report along with theCertificate on Corporate Governance as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Practicing Company Secretaries'certificate for the financial year 2018-19 does not contain any qualificationsreservations oradverse remarks.

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has laid down adequate internal financial controls with reference tofinancial statements commensurate with the size scale and complexity of its operations.During the year such controls were tested and no reportable material weakness in theiroperating effectiveness was observed. Pursuant to the requirement of Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. An internal auditprogramme covers various activities and periodical reports are submitted to the managementThe Board has adopted the policies and procedures for ensuring the orderly and efficientconduct of business including adherence to the Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

RISK MANAGEMENT

Your Company understands the importance of various risks faced by it and has adopted aRisk Management Framework which establishes various levels of accountability within theCompany. The framework covers identification evaluation and control measures to mitigatethe identified business risk.

Your Company faces constant pressure from the evolving marketplace that impactsimportant issues in risk management and threatens profit margins. The Company emphasizeson those risks that threaten the achievement of business objectives of the Group over theshort to medium term.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The Company has a Vigilmechanism and Whistle blower policy under which the persons covered under the policyincluding Directors and employees are free to report misuse or abuse of authority fraudor suspected fraud violation of Company rules manipulations negligence causing dangerto public health and safety misappropriation of monies and other matters or activity onaccount of which the interest of the Company is affected. The reportable matters may bedisclosed to the vigilance officer who operates under the supervision of the AuditCommittee. Persons covered under the Policy may also report to the Chairman of the AuditCommittee.

During the year under review no employee was denied access to the Chairman of theAudit Committee. No complaints were received under Vigil Mechanism & Whistle BlowerPolicy during the financial year 2018-19.

DETAILS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186

The company has not advanced any Loan Guarantees or made any investment covered underthe provisions of section-186 of the act during the financial year.

ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure C.

The Annual Return in form MGT-7 for the Financial year ended March 31 2019 asrequired under Section 92 of the Companies Act 2013 will be available on the website ofthe Company at www.swarajautomotive.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party contracts/arrangements/transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.During the financial year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.There were no materially significant related party transactions made by the Company whichmay have a potential conflict of the interest with its Promoters Directors KeyManagerial Personnel or other persons. All such Related Party Transactions are placedbefore the Audit Committee for approval wherever applicable.

All related party transactions are mentioned in the notes (Note 2.38) to the accounts.Accordingly the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable.

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

The information with regard to Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given asAnnexure D forming part of this Report.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act2013 read with Rule 5(1) & 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure E to this report. There was noemployee who was in receipt of remuneration of not less than Rs. 10200000 during theyear ended March 31 2019 or not less than Rs. 850000 per month during any part of theyear.

The Managing Director and the Executive Director are not receiving any commissionneither from the Company nor from its Holding Company .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators/ Courts/ Tribunalsduring the financial year 2018-19 which would impact the going concern status of theCompany and its future operations.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is confirmed that: – in thepreparation of the annual accounts for the year ended March 31 2019 the applicableaccounting standards have been followed and there are no material departures from thesame; – the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2019 andof the profit of the Company for the year ended on that date; – the Directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; – theDirectors have prepared the annual accounts of the Company on a going concern basis;– the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; – the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

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

The Company has complied with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and has in place a Policy onPrevention of Sexual Harassment at the Workplace in line with the provisions of the saidAct. An Internal Complaints Committee has been set up to redress complaints receivedregarding Sexual Harassment. The policy and the Internal Complaints Committee is announcedto all staff and is available with HR Department.

No complaint of sexual harassment was received during the Financial Year 2018-19.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards

MATERIAL CHANGES AND COMMITMENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIALYEAR AND THE DATE OF THE REPORT

Apart from the following no other material changes and commitments affecting thefinancial position of the Company occurred between the end of the financial year and thedate of the report.

Pursuant to the Agreement entered between b4S Solutions Private Limited ('b4S') andMahindra and Mahindra Limited ('M&M') b4S acquired the Company by purchasing theentire stake held by M&M in the year 2016. It was mutually agreed between the partiesthereto that the current name of the Company (Swaraj Automotives Ltd) shall be changedfrom the financial year 2019- 20.In reference to the covenants stated in the aforesaidagreement Company has obtained the approval of its shareholders for change of its namefrom "Swaraj Automotives Limited" to "SAL Automotive Limited" in theExtra-ordinary General Meeting held on May 24 2019. The Company has received Registrar ofCompanies ("ROC") approval for name change on 4th June 2019 and also from StockExchange BSE limited on 27th June 2019. The Company adopted new name i.e. SAL AutomotiveLtd. from 1st July 2019.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/events happened on these items during theyear under review: a) issue of equity shares with differential voting rights or sweatequity or stock options. b) Changes in the nature of business activities. c) Fraudreporting by the auditors.

ACKNOWLEDGMENT

Your Directors place on record their deep appreciation for the contribution made byemployees at all levels with dedication commitment and team effort which helped yourCompany in achieving the performance during the year.

Your Directors also acknowledge with thanks the support given by the Governmentbankers shareholders and investors at large and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD
Place : S.A.S. Nagar Mohali J.B. KAPIL
Date : 24th May 2019 Chairman

ANNEXURE 'A'

NOMINATION AND REMUNERATION POLICY OF THE COMPANY POLICY FOR REMUNERATION TO DIRECTORS

i) Non-Executive Director including Independent Directors:

The Nomination and Remuneration Committee (NRC) shall decide the basis for determiningthe compensation both Fixed and Variable to the Non-Executive Directors includingIndependent Directors whether as commission or otherwise. The NRC shall take intoconsideration various factors such as director's participation in Board and Committeemeetings during the year other responsibilities undertaken such as Membership orChairmanship of the Committees time spent in carrying out their duties role andfunctions as envisaged in Schedule IV of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and such other factorsas the NRC may consider deem fit for determining the compensation. The Board shalldetermine the compensation to Non- Executive Directors within the overall limits specifiedin the Shareholders resolution.

ii) Whole Time / Executive Director(s):

The remuneration to Whole Time / Executive Director(s) shall be recommended by NRC tothe Board. The remuneration may consists of fixed and variable compensation and may bepaid as salary perquisites & allowances performance bonus and fringe benefits ifany as approved by the Board and within the overall limits specified in the Shareholdersresolution. The revision in compensation if any will be determined annually by the NRCbased on their performance.

Payment of Sitting Fees etc.

Sitting fees is to be paid to Independent Directors for attending the meetings of theBoard of Directors and Committees thereof within the prescribed limits as decided by theBoard and reimbursement of expenses incurred for attending the Board and CommitteeMeetings. Currently sitting fees paid to the Directors is as under:

– Rs. 40000 for every Board Meeting

– Rs. 30000 for every Committee(s) Meeting (other than Stakeholders RelationshipCommittee)

– Rs. 5000 for every Stakeholders Relationship Committee Meeting

ANNEXURE D TO DIRECTORS' REPORT

Particulars as per the Companies (Accounts) Rules 2014 and forming part of theDirectors' Report for the year ended 31st March 2019

A. CONSERVATION OF ENERGY:

(a) Initiatives taken for conservation of energy during the year:

1. Replacement of 250 wattage HPMV lamps with 100 wattage LED lights.

2. Replacement of normal Tube lights with low power consumption LED lights.

3. Replacement of normal CFL Tube lights with energy efficient LED tube lights.

4. Process re-validation in Gas Carburizing Furnace to optimize the power consumption.Total annual estimated savings for the year - Rs. 6.19 lakhs (b) Capital investments onenergy conservation equipment: Rs. 10.27 lakhs (c) Steps taken by the company forutilizing alternate sources of energy: The Company has conducted feasibility study ofusing alternate source of energy in high energy consuming production shops which iscurrently under discussion stage. Being committed towards energy conservation alternatesource of burner for powder coating from Diesel based to LPG base is about to beimplemented in near future.

B. TECHNOLOGY ABSORPTION:

(a) The efforts made towards technology absorption:

Company is committed towards continual up gradation of the technology it has wellestablished Research & Development department for designing of upgraded seatmechanisms next generation tractor seats seat frames for commercial vehicles Railwayseats and births.

(b) During the year Company has taken some initiatives as part of operational strategyto reduce the cost of production & rejection through process optimization designimprovement & waste reduction. Benefits derived as a result of the above efforts:Development of new upgraded quality products.

During the year company has developed Tractor seat with seat belt safety feature &High strength Recliner. Going forward Railway seats with sliding snacks table forhigh-end trains and high strength sliders are in development stage.

(c) Expenditure on R&D: The Company spent revenue expenditure of Rs 5.50 lacs onResearch & Development work during the year which was 0.04% of the total turnover.

(d) The Company has not imported any technology during the last three financial years

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year the Company has NIL earning in foreign currency and Foreign ExchangeOutgo amounts to 671.40 Euro and are contained in Note No. 2.34 and 2.35 of Notes onAccounts in the Annual Report.

FOR AND ON BEHALF OF THE BOARD
Place : S.A.S. Nagar Mohali J.B.KAPIL
Date : 24th May 2019 Chairman

ANNEXURE-E TO DIRECTORS' REPORT

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Sr. No. Requirements Disclosure
1 The ratio of the remuneration of each director to the median remuneration of the employees for the financial year. MD - 3 Times
2 The percentage increase in remuneration of each Director CEO CFO & CS. MD - Nil
CFO - 30%
CS - 30%
3 The percentage increase in the median remuneration of employees in the financial year. The median remuneration of the employees in the financial year was increased by 11%. The calculation of 11% increase in median remuneration is done based on comparable employees.
4 The number of permanent employees on the rolls of the company. There were 202 permanent employees as on 31st March 2019.
5 Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification there of and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average percentage change in Managerial employees is at par whereas the average percentage change in Non-Managerial employees is 7% in 2018-19.
6 Affirmation that the remuneration is as per the remuneration policy of the company. Yes it is affirmed.

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