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Sandhar Technologies Limited.

BSE: 541163 Sector: Auto
NSE: SANDHAR ISIN Code: INE278H01035
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VOLUME 839
52-Week high 333.00
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P/E 23.06
Mkt Cap.(Rs cr) 1,434
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OPEN 230.00
CLOSE 233.00
VOLUME 839
52-Week high 333.00
52-Week low 200.00
P/E 23.06
Mkt Cap.(Rs cr) 1,434
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sandhar Technologies Limited. (SANDHAR) - Director Report

Company director report

Dear Shareholders

The Directors of your Company take pleasure in presenting its 29th Annual Report on thebusiness and operations of the Company together with financial statements for thefinancial year ended the 31st March 2021.

OPERATIONS - FINANCIALS

The summarised standalone and consolidated financial results of the Company for thefinancial year ended the 31st March 2021 as compared to the previous year are as under:

(Rs in Lacs)

Corresponding figures for the previous year have been regrouped / recast wherever necessary to correspond to current year / year Classification Standalone Consolidated
Financial Year 2019-20 Financial Year 2019-20
Revenue and other Income (Net of GST) 159470.13 165015.33 187434.14 195344.67
EBITDA as per financial statement 16314.16 16916.09 19918.30 20641.75
Less: Financial Expenses (909.43) (1263.43) (1602.06) (2045.63)
Profit before Exceptional Items Depreciation & Tax 15404.73 15652.66 18316.24 18596.12
Less: Depreciation (6857.01) (7560.17) (9394.78) (9841.47)
Profit Before Exceptional Items and Tax Provisions 8547.72 8092.49 8921.46 8754.65
Less: Share in loss of jointly controlled entity - - (1119.93) (949.72)
Less: Tax Provisions (2024.52) (2000.39) (2018.17) (2107.05)
Net Profit After Tax Provisions 6523.20 6092.10 5783.36 5697.88
Add: Other Comprehensive Income/Expense (400.20) 734.07 (374.53) 963.21
Less: Profit attributable to Non-controlling interest - - (6.50) (12.05)
Less: Appropriations:
Dividend (1203.81) (1504.76) (1209.84) (1529.15)
Corporate Tax on Dividend Distribution - (299.45) - (299.45)
Balance carried forward in Balance Sheet 4919.19 5021.96 4192.49 4820.44

INDUSTRY UPDATE

The Industry produced a total 22652108 vehicles including Passenger VehiclesCommercial Vehicles Three Wheelers Two Wheelers and Quadricycle during April 20 -March2021 as against 26353293 in April 19- March 2020 with a decline of (-) 14.04%.

March 2021 was a rewarding month for the Indian automobile industry as the salesincreased by 76.75% compared to March 2020. This significant growth is with respect to alowbase month due to a nationwide lockdown in March 2020 which led to less no. ofpotential customers in March 2020. The figures revealed by Society of Indian AutomobileManufacturing (SIAM) shows that automobile sales in India in the FY 2020-2021 dropped by13.60% as compared to FY 2019-2020. Fourwheeler sales declined by 2.24% (thanks to SUVsales that grew by 12.13%) while two-wheeler sales in India declined by 13.19%.

IMPACT OF COVID - 19

The second wave of Covid - 19 and the last year experience has resulted in keeping thepotential buyers away from making vehicle purchases. The effects of the same can be seenin the two-wheeler category. This coupled with semiconductor shortage will continue tohamper not only passenger vehicles but also two-wheelers as Anti-Lock Breaking System(ABS) shortage is currently ringing alarming bells.

STATE OF COMPANY'S AFFAIRS

Discussion on the state of affairs of the Company has been covered as part of theManagement Discussion and Analysis (MDA). MDA for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section forming part of this Annual Report.

AMOUNT TRANSFERRED TO RESERVE

The Board of Directors has decided to retain the entire amount of profits in the profitand loss account.

DIVIDEND

The Board of Directors of your Company in its meeting held on 13th February 2021declared an Interim Dividend of Rs. 1.25 per equity share as per particulars below:

S.No Date of Declaration Rate of Dividend Amount (Rs. in Lacs)
1 13th February 2021 (Interim Dividend) 12.5% 752.38

Further the Board in its Meeting held on 21st May 2021 recommended a Final Dividendof Rs. 1/- per equity share for the Financial Year ended on 31st March 2021 subject tothe approval of the shareholders at the ensuing Annual General Meeting of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 ("Listing Regulations") applicable provisions of theCompanies Act 2013 ("Act") read with the rules issued thereunder and IndianAccounting Standard (AS)-110 on Consolidated Financial Statements read with Ind AS- 28Investments in Associates and Joint Ventures the Audited Consolidated Financial Statementfor the FY ended 31st March 2021 is provided in this Annual Report.

During the year the Board of Directors reviewed the affairs of the subsidiaries inaccordance with Section 129(3) of the Companies Act 2013. Consolidated financialstatements together with the auditor's report form part of this annual report.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 7000.00 Lacs divided into 680.00Lacs Equity Shares of Rs. 10/- (Rupees Ten only) each and 2.00 Lacs Preference Shares ofRs. 100/- (Rupees Hundred only) each. The Paid up Capital of the Company is Rs. 6019.07Lacs divided into 601.91 Lacs Equity Shares of Rs. 10/- each.

There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.

SUBSIDIARIES AND JOINT VENTURES

During the year under review new overseas step down subsidiary viz SandharTechnologies Ro SRL and new Joint Venture namely Sandhar Daeshin Technologies PrivateLimited has been incorporated. As at 31st March 2021 the Company had followingSubsidiaries and Joint Ventures:

Subsidiaries:

i. Sandhar Technologies Barcelona S.L including step down subsidiaries at MexicoPoland and Romania

ii. Sandhar Tooling Private Limited

iii. Sandhar Strategic Systems Private Limited

Joint Ventures:

i. Sandhar Han Sung Technologies Private Limited

ii. Jinyoung Sandhar Mechatronics Private Limited

iii. Sandhar Daewha Automotive Systems Private Limited1

(a) Sandhar Autotech Private Limited

(b) Daewha India Private Limited

(Subsidiaries of Sandhar Daewha Automotive Systems Private Limited)

iv. Sandhar Amkin Industries Private Limited2

v. Kwangsung Sandhar Technologies Private Limited3

(a) Kwangsung Sandhar Automotive Systems Private Limited (Subsidiary of KwangsungSandhar Technologies Private Limited)

vi. Sandhar Daeshin Auto Systems Private Limited

vii. Sandhar Whetron Electronics Private Limited

viii. Winnercom Sandhar Technologies Private Limited

ix. Sandhar Han Shin Auto Technologies Private Limited

x. Sandhar Daeshin Technologies Private Limited

xi. Sandhar ECCO Green Energy Private Limited*

xii. Sandhar Han Shin Automotive Private Limited**

Note:

12&3 Sandhar Daewha Automotive Systems Private Limited Sandhar Amkin IndustriesPrivate Limited and Kwangsung Sandhar Technologies Private Limited are treated as JointVentures for the purpose of preparation of financial statements as required under Ind-AS.However the Shareholding of Sandhar Technologies Limited in these Companies exceeds 50%therefore as per the provisions of Companies Act 2013 they are treated as Subsidiaries.

*Sandhar ECCO Green Energy Private Limited is under process for Voluntary Winding Up.

**Sandhar Han Shin Automotive Private Limited as on date is under process of StrikeOff.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining the salient features of financial statement of the Companies' SubsidiariesJoint Ventures and Associates in form AOC-I is attached to the Financial Statements of thecompany.

Further pursuant to the provisions of Section 136 of the Companies Act 2013 theFinancial Statements of the company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiaries areavailable on the website of the company at www.sandhargroup. com.

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

CAPEX AND LIQUIDITY

During the fiscal Company spent Rs. 8231.60 Lacs on Capex and Investments in JointVentures. Despite this significant spent the Company was able to keep the gross debtlevel stable during the year.

Cash and Cash Equivalents at the Consolidated level as at the 31st March 2021 wasRs.596.90 Lacs vis-a-vis Rs.670.37Lacs in the previous fiscal.

DEPOSITS

The Company has not accepted any deposits thus far within the meaning of Section 73of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTION

Following the provisions of Section 188(1) of the Companies Act 2013 all RelatedParty contracts / arrangements / transactions entered by the Company during the financialyear had been in the ordinary course of business and on arm's length basis with AuditCommittee having a domain role. The Board of Directors brought into picture wherevernecessary and/or obligatory. Therefore the provision of Section 188 of the Companies Act2013 were not attracted. There are no materially significant Related Party Transactionduring the year under review made by the Company with Promoters Directors or otherdesignated person which may have a potential conflict with the interest of the Company atlarge. Thus disclosure in Form AOC-2 is not required. During the year the Company hasnot entered into any contract / arrangement / transaction with related parties whichcould be considered material in accordance with the policy of the Company on materialityof related party transactions.

Related party transactions were disclosed to the Board on regular basis. Details ofrelated party transactions may be referred to in Note 32 of the Standalone FinancialStatements.

MATERIAL CHANGES AND COMMITMENTS

There have been no significant or material changes in the operations commitments andgovernance aspects after the financial year ended the 31st March 2021 except to theextent reported.

IN-HOUSE R & D DIVISION:

A state of the art R & D Division with dedicated team forms an integral part ofSandhar Technologies Limited. With real-time emphasis on Research and Developmentsupported with requisite Government approvals the innovations are effected within definedtime lines

INFORMATION TECHNOLOGY

The Company continues to take full advantage of Information Technology leveraging itas a source of competitive advantage. As in earlier years the enterprise wide Oracle ERPplatform forms the backbone of IT and encompasses all core business processes in theCompany and also provides a comprehensive data warehouse with analytics capability thathelps in better and speedier decisions.

Multiple new initiatives have been taken to ensure that the investments in creationmaintenance and upgradation of IT Infrastructure is kept at optimal level and relevant newtechnologies are adopted to facilitate risk mitigation ensuring business continuityachieve scalability in operations and ensuring that data security and privacy are notcompromised.

Company has already upgraded its ERP platform from On premise Oracle EBS to Cloud basedOracle Fusion Technology Platform which covers all core business processes includingend-to-end solution for digital expense management giving employees easy data entryoptions and financial managers detailed spend information and policy-driven control.

CORPORATE GOVERNANCE

Corporate governance is an ethically driven business process that is committed tovalues and aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with firm commitment to valueswhile meeting stakeholders' expectations. Further corporate governance is based on theprinciples of conducting the business with all integrity fairness and being transparentwith all the transactions making the necessary disclosures and decisions complying withthe laws of the land accountability and responsibility towards the stakeholders andcommitment of conducting the business in an ethical manner. At Sandhar it is ensured thatCompany's affairs are managed in a fair and transparent manner. This is vital to continueto gain and retain the trust of its stakeholders.

A separate section on Corporate Governance standards followed by your Company and therelevant disclosures as stipulated under the Listing Regulations Companies Act 2013 andRules made thereunder forms part of this Annual Report.

A Certificate from M/s K.K. Sachdeva & Associates Practising Company Secretaryconfirming the compliance by the Company to the conditions of Corporate Governance asstipulated under the Listing Regulations is annexed to the Report on CorporateGovernance which forms part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company's policy is to maintain an optimum combination of Executive andNon-Executive Directors on the Board. The composition of the Board is as follows:

Non-Executive Directors Shri Dharmendar Nath Davar (Chairman)
Smt. Monica Davar
Executive Director Shri Jayant Davar (Co-Chairman & Managing Director)
Non-Executive Shri Arvind Kapur
Independent Directors Shri Ravinder Nagpal (Till 02nd May 2021)
Shri Krishan Lal Chugh
Shri Mohan Lal Bhagat
Shri Arjun Sharma
Shri Bharat Anand
Shri Vimal Mahendru
Smt. Archana Capoor
Key Managerial Personnel (KMP) Shri Yashpal Jain Chief Financial Officer (appointed w.e.f. 16th March 2021) Smt Komal Malik Company Secretary and Compliance Officer (appointed w.e.f. 6th November 2020)

CHANGE IN DIRECTORS & KMP

• Shri Ravinder Nagpal Independent Director passed away on the 02nd May 2021 dueto Covid.

• Shri Arvind Joshi Whole Time Director and KMP (resigned from the closing hoursof 10th May 2020)

• Shri Puru Aggarwal appointed as Chief Financial Officer w.e.f 1st August 2020and Whole Time Director of the Company w.e.f 06th November 2020 and resigned from theclosing hours of 26th February 2021.

• Shri Narender Kumar Dogra Chief Financial Officer (Interim) appointed on the11th May 2020 and resigned with effect from closing Hours of 31st July 2020.

• Km. Subhi Gupta Company Secretary & Compliance Officer (Interim) appointedon the 11th May 2020 and resigned with effect from 6th November 2020.

All the Non-Executive Independent Directors are not disqualified to be appointed assuch under the relevant provisions of the Companies Act 2013 and the rules madethereunder and shall not be subject to determination by retirement of Directors byrotation. In terms of Section 149 159 152 160 and other applicable provisions if anyof the Companies Act 2013 the Independent Directors been appointed for 5 years are notliable to retire by rotation.

Retirement of Directors by rotation

In terms of Section 152 of the Act Shri Dharmendar Nath Davar Chairman and Smt.Monica Davar Non-Executive Director shall retire by rotation at the ensuing AGM andbeing eligible have offered themselves for re-appointment. Information as required underRegulation 36(3) of the Listing Regulations is provided in the Notice of 29th AGM.

MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies financial matters and other businesses. The schedule of theBoard/Committee meetings to be held in the forthcoming quarter is circulated to theDirectors in advance to enable them to plan their schedule for effective participation inthe meetings. Due to business exigencies the Board has also been approving some proposalsby circulation from time to time.

During the year under review Six Board Meetings were held and the gap between themeetings was as per the period prescribed under the Companies Act 2013.

S.No Date of Board Meeting Board Strength No. of Directors Present
1 11th May 2020 11 11
2 27th June 2020 11 10
3 13th August 2020 11 11
4 06th November 2020 12 11
5 13th February 2021 12 12
6. 05th March 2021 11 9

Additionally several Committee meetings were held during the year including AuditCommittee. The detailed information on the meetings of the Committees are included in theReport on Corporate Governance which forms part of this Annual Report.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and Independent Directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on the 31st March 2021 the Board consists of Eleven members - includingone Executive or Managing Director two Non-Executive Directors including one WomanDirector and Eight Independent Directors. The Board periodically evaluates the need forchange in its composition and size.

The Policy of the Company on Director's appointment and remuneration including criteriafor determining qualifications positive attributes independence of Directors and othermatters provided under Section 178 (3) of the Companies Act 2013 is adopted by the Board.The remuneration paid to the Directors is as per the provisions of Companies Act 2013 andthe rules thereunder. Annexure-IA Policy for Selection of Directors anddetermining Director's Independence and Appointment and Remuneration Policies are annexedas Annexure - IB.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director as perthe provisions of Section 149(7) of the Companies Act 2013 that they meet the criteriaof Independence as laid down in Section 149(6) of the Companies Act 2013 and Regulation16 (1) (b) of the SEBI (LODR) Regulations 2015 ("the Listing Regulations").

There has been no change in the circumstances offering their status as IndependentDirectors of the Company or to qualify under the Companies Act 2013 and the relevantregulations.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act 2013 the IndependentDirectors of the company met separately on the 13th February 2021 to inter alia reviewthe performance of non-independent directors (including the Chairman) the entire boardthe quality quantity and timelines of the flow of information between the management andBoard.

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178 OF COMPANIESACT 2013

As stipulated under Section 178 of the Companies Act 2013 and based on therecommendation of the Nomination and Remuneration Committee the Board has approved aNomination and Remuneration Policy of the Company. The Policy documents the mechanism forappointment cessation evaluation and remuneration of the Directors Key ManagerialPersonnel and Senior Management of the Company. Information on the Policy and details ofthe criteria for determining qualifications positive attributes and other matters interms of Section 178 of the Act are provided in the Corporate Governance Report.

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2020-21

The Board meetings of the Company are conducted as per the provisions of the CompaniesAct 2013 Listing Regulations and applicable Secretarial Standards. Information asmentioned in the Act and Schedule II to the Listing Regulations and all other materialinformation as may be decided by the management is placed for consideration of theBoard. Details on the matters to be discussed along with relevant supporting documentsdata and other information is also furnished in the form of detailed agenda to the Boardand the Committees concerned to enable directors take critical decisions and accordinglyadvise the management.

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

PERFORMANCE EVALUATION OF THE BOARD

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the Non-Executive Directors and Executive Directors. On the basis of thelaid out Policy a process of evaluation was followed by the Board for its own performanceand that of its Committees and individual Directors including Chairman.

The Company is committed to benchmark itself with best practices and standards in allareas including Corporate Governance. To this end the Board has the analytical andfunctional support of Committee of Directors Audit Committee Nomination &Remuneration Committee & Corporate Social Responsibility Committee. The system bringsinsight & effectiveness in to the designated areas of Corporate Governance.

COMMITTEES OF THE BOARD

Currently the Board has Six Committees which have been established in compliance withthe requirements of the business and relevant provisions of the applicable laws andstatutes. These are:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

5. Share Transfer & Allotment Committee and

6. Finance Committee.

The details with respect to the composition terms of reference number of meetingsheld etc. of these Committees are given in the Report on Corporate Governance which formspart of this Annual Report.

INSIDER TRADING POLICY FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE OFUNPUBLISHED PRICE SENSITIVE INFORMATION

In terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 the Companyhas adopted a "Insider Trading Policy" Further the Company has also adopted a"Corporate Policy on Investor Relations"

The Insider Trading Policy and Corporate Policy on Investor Relations are drawn up onthe principle that the Company's directors and employees owe a fiduciary duty amongstothers to the shareholders of the Company to place the interest of shareholders abovetheir own and conduct their personal securities transactions in a manner that does notgive rise to any conflict of interest. These codes lay down the mechanism for ensuringtimely and adequate disclosure of Unpublished Price Sensitive Information("UPSI") to the investor community by the Company to enable them take informedinvestment decisions with regard to its securities.

The Insider Trading Policy prescribes the procedure for trading in securities of theCompany and the disclosures to be made by persons covered under the Insider Trading Policywith respect to their shareholding in the Company both direct and indirect.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) your Directors state that:

1. In the preparation of annual accounts for the year ended the 31st March 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the 31st March 2021 and of theProfit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities and

4. The Directors have prepared the annual accounts on a going concern basis.

5. The Directors have laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and operating effectively.

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

POLICIES OF THE COMPANY

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

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

S.No Name of Policy
1 Code of Conduct Policy
2 Determination of Materiality and Dealing with Related Party Transactions
3 Remuneration Policy
4 Whistle Blower Policy
5 Independent Director Policy
6 Policy on Material Subsidiaries
7 Insider Trading Policy & Corporate Policy on Investor Relations
8 CSR Policy
9 Policy for preservation of Documents and Archival of Documents
10 Policy on familiarisation of Independent Directors
11 Policy for Determination of Materiality of Events

The Polices are available on the Company's website on the linkhttps://sandhargroup.com/investors/investors

BUSINESS RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act 2013 the Company may constitute aBusiness Risk Management Committee which shall be entrusted with the responsibility toassist the Board in:

• Formulating and implementing Risk Management Policy;

• Overseeing and approving the Company's enterprise wide risk managementframework; and

• Overseeing that all the risks that the Company faces such as strategicfinancial credit market liquidity property IT legal regulatory reputationalemployee and other risks have been identified and assessed and there is an adequate riskmanagement infrastructure in place capable of addressing those risks.

At present the Company has not identified any element of risk which may perceptiblythreaten the existence of the Company.

FAMILIARISATION PROGRAMMES

With a view to familiarising the independent directors with the Company's operationsas required under regulation 25(7) of the SEBI Listing Regulations 2015 the Company heldfamiliarisation programmes for the Independent Directors on an ongoing and continuousbasis. The details of such familiarisation programmes are placed on websitehttps://sandhargroup.com/uploads/Test/stlfamiliarisation-programme2020-2021.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy isin place. There has been no case to report for the FY 2020-2021 no individual was deniedaccess to the Audit Committee for reporting concerns if any.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

There has been no case during the year requiring to be reported during the year underreview.

AUDITORS

M/s. BSR & Co. LLP Chartered Accountants (Firm's Registration No.101248W/W-00022) hold office up to the conclusion of the 30th AGM.

M/s. BSR & Co. LLP were appointed as Statutory Auditors of the Company from theconclusion of 25th AGM i.e. from 29th July 2017. In terms of the proviso to Section139(1) of the Act the said appointment was subject to ratification by Members at everyAGM held during the tenure of their appointment. The proviso to Section 139(1) of the Acthas been omitted by the Companies (Amendment) Act 2017 with effect from 7th May 2018;accordingly the requirement of ratifying appointment of statutory auditors at everyannual general meeting during their tenure of appointment has been dispensed with.

The Auditors' Reports including the one on Internal Financial Controls does not carryany observation or infirmity in the Company's affairs.

SECRETARIAL AUDITORS

As required u/s 204 of the Companies Act 2013 and rules hereunder M/s K.K Sachdeva& Associates shall be reappointed as the Secretarial Auditors of the Company toconduct Secretarial Audits for the year ended 31st March 2022.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended 31st March 2021 is set outin Annexure-II to this report. The Secretarial Audit Reports does not contain anyqualification reservation or adverse remark or disclaimer.

INTERNAL AUDITORS

The Board on the recommendation of audit committee approved the appointment of M/S GSA& Associates Internal Auditors for conducting the Internal Audit of the Company forthe financial year 2021-2022.

COST AUDITORS

M/s. A.N. Satija & Co was appointed as the Cost auditors of the Company at themeeting of Board of Directors held on the 13th August 2020 for the Financial Year2020-2021. Due to sudden demise of Shri A.N. Satija proprietor of M/s. A.N. Satija &Co the position of Cost Auditor was vacated. As per the applicable provisions of theCompanies Act 2013 any casual vacancy caused due to the resignation or death or removalshall be filled by the Board within a period of 30 days from the occurrence of suchvacancy. Accordingly the Board at its Meeting dated 21st May 2021 appointed M/s Satija& Co. (FRN 004907) as Cost Auditors to fill the casual vacancy and to conduct the costaudit of cost records maintained for the financial year ended March 31 2021. The CostAuditor for the Financial Year 2021-2022 shall be appointed in due course.

INTERNAL CONTROL SYSTEMS AND ADEQUACY THEREOF

The Company's internal control systems as laid down are commensurate with the nature ofits business the size and the complexity of its operations. These are tested andcertified by Statutory as well as Internal Auditors and cover all factories and key areasof business. Significant audit observations and follow up action thereon are reported tothe Audit Committee. The Audit Committee as aforesaid reviews adequacy and effectivenessof the Company's internal control environment including in-house Commercial Audit headedby a senior professional and monitors the implementation of audit recommendationsincluding those relating to strengthening and adequacy of the Company's Risk Managementpolicies and systems.

EXTRACT OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3) (a) of the Act and Rules made there underextract of the Annual Return in Form No. MGT-9 is annexed as Annexure- III to thisReport.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

A Statement containing Particulars of Employees as required under Section 197(12) readwith Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 is annexed Annexure- IV.

Further pursuant to the provision to Section 136(1) of the Companies Act 2013 readwith the Rule 5(2) of the companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 will be sent to the members of the Company on request.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has establishedCorporate Social Responsibility Committee (the "CSR Committee") and statutorydisclosures with respect to the CSR Committee and an Annual Report on CSR activities formspart of this Report as Annexure V.

In this regard following the recommendation of the said Committee the Board hasapproved the CSR policy which is also available on the website of the Company i.e.www.sandhargroup.com.

The composition of the CSR Committee is covered under the Corporate Governance Reportwhich forms the part of the Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE INFLOW AND OUTFLOW ANDRESEARCH & DEVELOPMENT

The information pertaining to conservation of Energy Technology Absorption and ForeignExchange Inflow and Outflow and Research & Development activities carried on by theCompany pursuant to Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 given in Annexure VI which forms a part ofthis Report.

INVESTOR EDUCATION & PROTECTION FUND

During the year under review there is no amount which is required to be transferred tothe investors education & protection fund as per the provisions of section 125 (2) ofthe Companies Act 2013.

BUSINESS RESPONSIBILITY REPORT

The business responsibility report as stipulated under regulation 34 (2) (f) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of the annual report.

CREDIT RATING

During the year under review India Rating & Research a credit rating agencyregistered with SEBI had given the credit ratings as follows:

I) Long Term Ratings: IND AA-/stable

ii) Short Term Ratings: IND A1+

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

There was no significant and material order passed by the regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Directors state that applicable Secretarial Standards have been followed during thefinancial year 2020-2021.

ANNUAL RETURN

Pursuant to the applicable provisions of the Act read with the rules the the copy ofthe Annual Return is available on the website of the Company. The weblink of such annualreturn is https:// sandhargroup.com/investors/annual-general-meeting.

FRAUD REPORTING

During the year under review no fraud has been reported by Auditors under sub-section(12) of Section 143 of the Companies Act 2013.

CAUTIONARY STATEMENT

Statements in the Annual Report including those which relate to Management Discussionand Analysis describing the Company's objectives projections estimates andexpectations may constitute ‘forward looking statements' within the meaning ofapplicable laws and regulations. Although the expectations are based on reasonableassumptions the actual results might differ.

PERSONNEL & INDUSTRIAL RELATIONS

Cordial atmosphere across functional verticals / units contributed as before to theoverall satisfactory performance of the Company. The Directors place on record their deepappreciation of the inspiring and motivating leadership provided by the Co-Chairman &Managing Director ably supported by Chief Financial Officer and Company Secretary and thecommendable team work done by the executives staff and workers at all levels in variousunits at different locations.

ACKNOWLEDGEMENT

Your Directors are grateful for the co-operation and guidance received from the Banks.The Board specially wishes to place on record their sincerest gratitude for the patronageit received from Hero MotoCorp Limited Honda Cars India Limited Honda Motorcycle &Scooters Limited TVS Motor Company Limited JCB India and Royal Enfield.

For and on behalf of the Board of Directors
Sandhar Technologies Limited
Sd/- Sd/-
D.N. Davar Jayant Davar
Chairman CO-Chairman &
DIN: 00002008 Managing Director
DIN: 00100801
Place : Gurugram
Date : 21st May 2021

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