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Scooters India Ltd.

BSE: 505141 Sector: Auto
NSE: N.A. ISIN Code: INE959E01011
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OPEN 21.70
CLOSE 20.70
VOLUME 1521
52-Week high 50.55
52-Week low 14.25
P/E
Mkt Cap.(Rs cr) 182
Buy Price 20.00
Buy Qty 184.00
Sell Price 20.90
Sell Qty 1037.00

Scooters India Ltd. (SCOOTERSINDIA) - Director Report

Company director report

Dear Shareholders

The Board of Directors of your Company is pleased to present the 47th Annual Report onthe business and operations of the Company together with the audited Balance Sheet andstatement of Profit and Loss Account and Auditors' Report thereon for financial year ended31st March 2019.

1. PRODUCTION REVIEW

(Nos.)
Description 2017-18 2018-19
Three Wheeler 3664 4703

2. SALES REVIEW

The Sales performance for the year is shown below:

Description 2017-18 2018-19
Physical Financial Physical Financial
(` In lakhs) (` In lakhs)
Three Wheeler 3107 4870.20 4252 6196.53
Spares 157.12 185.67
Petrol Diesel Lubricants etc Nil Nil
Other Operating Revenue 27.95 3.00
Total 5055.27 6385.20

3. FINANCIAL REVIEW

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

(` In lakhs)
Description 2017-18 2018-19
a) Profit/Loss before Depreciation Interest Taxes Prior Year Items & Other Income. (2283.63) (484.48)
b) Profit/Loss before Depreciation Interest Taxes & Other Income (2283.63) (484.48)
c) PBDIT (1627.89) (269.96)
d) Profit /(Loss) for the Year (1862.22) (463.26)

During the year under report:

I. Loss before depreciation interest taxes prior year items & other incomedecreased by Rs. 1799.15 lakhs as compared to the previous year.

II. Loss before depreciation interest taxes & other income decreased by Rs.1799.15 Lakhs as compared to the previous year.

III. Loss before depreciation interest & taxes decreased by Rs. 1357.93 lakhs ascompared to the previous year.

IV. Loss for the year decreased by Rs. 1398.96 lakhs as compared to the previous year.

4. CONTRIBUTION TO EXCHEQUER

The company has contributed a sum of Rs. 684.93 lakhs (towards duties & taxes) tothe exchequer during the period under review vis--vis Rs. 709.06 lakhs during previousfinancial year.

5. DIVIDEND

Your Directors did not recommend final dividend for the Financial Year 2018-19.

6. TRANSFER TO RESERVES

The Company does not propose to transfer to the general reserves out of the amountavailable for apportion.

7 ISSUE OF SHARES WITH OR WITHOUT DIFFERENTIAL RIGHT SWEAT EQUITY ESOP :

The paid up Equity Share Capital as at 31st March 2019 stood at Rs. 87.27 crorescomprising of 87275500 shares of Rs. 10 each. 872755000.During the year the Company hasissued 1890000 Equity Shares of Rs.10 each to Government of India.

8. EXPORT

The company has started making export of vehicles after so many years . The first lotof vehicles were dispatched to Nepal. Further the royalty income during the year by way offoreign exchange remittances also remained nil in view of ongoing legal cases..

9. EXPENDITURE ON ADVERTISEMENT AND PUBLICITY:

An expenditure of Rs. 16.19 Lakhs was incurred on account of advertisement andpublicity in the year.

10. STATUS OF REPAYMENT OF LOAN FROM GOI

In terms of Cabinet approval the existing term plan & non-plan loan as of 31stMarch 2012 of Rs 85.21 Crores (Plan loan - Rs 1.93 Crores & Non-plan - Rs. 83.28crores) has been converted into equity share capital of Rs. 85.21 crores by issue of 8.52crores equity shares of Rs. 10/- each at par and further the Equity share Capital of theCompany has been reduced by 85.21 crores by cancellation of aforesaid Rs. 85.21 croresequity share capital held by Government of India in terms of BIFR Order dated 24.06.2013.The existing interest Accrued as on 31st March 2012 amounting to Rs. 2367 Lacs on GOIloan (Plan loan of Rs. 193 lakhs & Non-plan loan of Rs. 8328 lacs) has been writtenoff against accumulated losses and no further interest has been provided on the aforesaidloan from 31st March 2012 onwards. The matter of repayment of principal & interest onnon-plan loan sanctioned during financial year 2012-13 of Rs. 189 Lakhs which has beenfollowed up with Department of Heavy Industry since the year 2013-14 has been approvedand Ministry of Heavy Industry and Public Enterprises Vide letter No. F3-33/2009PE-VI(Vol-IV) dated 5th June 2018 DHI communicated the freezing of the interest on the NonPlan Loan of Rs.1.89 crore and conversion into Equity of the Outstanding Principal amountof Rs.1.89 Crore. The Company has accordingly made allotment of 18.90 lacs equity sharesof Rs. 10/- each. The GOI has also approved the reduction of equity of Rs. 85.21 crores inthe share capital of SIL held by GOI against the accumulated losses with effect from31.03.2013. The Company has been preparing its annual reports for 2012-13 and onwardsrecognizing the aforesaid reduction so no revision in annual accounts is required to bemade. The Government of India Ministry of Industries & Public Enterprises Departmentof Heavy Industry released funds by way of interest free plan loan amounting to Rs.2000.00 lakhs during the financial year 2013-14 for working capital under an approvedrevival package of Scooters India Limited by Cabinet/ Misc. Application approved by BIFR.As per sanction 23.7.2013 the Moratorium period for the loan is 3 years and Installmentcommence from 31.3.2015. The company sought by way of Reliefs & Concessions in theDraft Rehabilitation Scheme (DRS) submitted to Operative Agency (SBI) for submission ofBIFR for recovery of 5 installments commencing from 23.7.2016 onwards i.e. 3 years fromdate of sanctioning i.e. beginning w.e.f. 23.7.2016.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED FROM 01.04.2019 TO DATE

No material change and commitment have been made by the company from 01.04.2019 to datethat has adverse effect on the financial position.

12 Management Discussion and Analysis

Industry structure and development : Automotive industry in India is one of themain pillars of the economy. With strong backward and forward linkages it is a key driverof growth. Liberalization and conscious policy interventions over the past few yearscreated a vibrant competitive market and brought several new players resulting incapacity expansion in automobile industry and generation of huge employment. Aptly thesector was christened as the 'Sunrise Sector' of the economy. The contribution of thissector to the National GDP rose from 2.77% in 1992-93 to about 7.1% now. It providesdirect and indirect employment to over 19 million people. India is fast turning into aglobal automotive hub. For the last two financial years in continuation the 3- wheelerindustry has gone upward. In this financial year the automotive industry is now sufferingfrom excess capacity

Three Wheelers

Domestic Sales Market Share
(In Numbers) (In Percentage)
Manufacturers April-March April-March
2017-18 2018-19 2017-18 2018-19
Atul Auto Limited 39333 44513 6.19 6.35
Bajaj Auto Ltd 369637 398826 58.15 56.89
Mahindra & Mahindra Ltd 54625 66140 8.59 9.43
Mahindra Electric Mobility Ltd 0 559 0.00 0.08
Piaggio Vehicles Pvt Ltd 152879 169970 24.05 24.25
Scooters India Ltd 2795 4288 0.44 0.61
TVS Motor Company Ltd 16429 16715 2.58 2.38
Total 635698 701011 100.00 100.00

and suppressed demand leading to lay-offs. Some of the areas causing distress in theautomotive sector are: slowdown in economic growth high cost of vehicle finance highinterest rates high fuel prices high inflation and negative market sentiments increasein the commodity prices high customs duty on Alloy Steel Aluminium Alloy and SecondaryAluminium Alloy. Even Government policy on EV is also affecting the demand of 3-wheelerindustry. We are expecting from the Government to give the relaxation for automobileindustry as industry is showing negative growth. Government of India is also planning tointroduce the BS-VI norms across the country w.e.f 01st April 2020. 3-Wheeler industry isnot prepare to accept this technological up gradation and public is also not ready to optthe Electric vehicles due to high cost less durability and lack of charging station.

MISSION VISION & OBJECTIVE

VISION SIL Vision is to grow as an organization in the field of automobiles withgreater emphasis on E- Mobility.

MISSION Our Mission is to strengthen SIL presence in E-Mobility by foraying intoElectric

Vehicle market and thus to provide cleaner mobility solutions for future generations.

OBJECTIVE

• Design Development and Commercialization of 2 to 3 variants of Electric3-Wheeler by 2019-20.

• Design Development and Commercialization of Electric 2-Wheeler by 2020-21.

• Design Development and Commercialization of affordable 2 seater 4 wheeler by2021-22.

• Creating Niche markets in Electric Vehicle Market.

B. MARKET SCENARIO-SEGMENT /PRODUCT WISE PERFORMANCE

I. (i). The total number of 3-Wheelers produced and sold in the domestic market bymanufactures in India during the year 2018-19 as against 2017-18 is given below:

Category Productions
Segment/ Sub- segment April'17- March'18 April'18-March'19
Passenger Carrier 899073 1132700
Goods Carrier 123108 136023
Total 1022181 1268723
Domestic Sales (In Nos.)
Passenger Carrier 517423 572392
Goods Carrier 118275 128619
Total 635698 707011

Note : Sales excluding Export of 381002 nos. in 2017-18 and 567689 nos. in 2018-19.

Scooters India Limited has been a pioneer in bringing out various models of 3-Wheelersrunning on Diesel Electric LPG and CNG for applications as both passengers and loadcarrier versions. Company has played an important role in popularization of 3- Wheelers oflarger capacity in the country. SIL has achieved sales of 4252 nos. in 2018-19. This hasalso resulted in increase the SIL market share from 0.44 % in 2017-18 to 0.61 % in2018-19.

The company continues to be the leader in larger capacity of vehicles i.e. passengercarrier (6+1) segment and goods carrier exceeding 1 ton of vehicles. The market share ofcompany was 100% in 2017-18 (SIL sales 1200 nos. out of 1200 nos.).

i) 3- Wheelers growth drivers in future are as under:

• Rapid development of infrastructure and focus of both Central as well as StateGovt. on infrastructure mainly on roads the demand of 3- wheeler may see an upward trendin coming years. The demand driver for 3-Wheelers are its affordability as an economicalviable transport solution. However the demand for 3-Wheeler passenger carrier depends onthe availability of permits issued by Local RTO's.

• Increased demand from semi urban & rural areas for 3- Wheelers because ofits high product maneuverability and drivability

• Suitability of 3- Wheelers for congested Indian roads and tropical conditions.

• Self employment opportunity for a large no of youths especially with the Govt.focus on various schemes for the unemployed youths.

• 3- Wheelers of smaller capacity are in great demand in load carrier segmentbecause of increase in organizing retail marketing across the country which requiresfaster and economical transportation.

C OPPORTUNITIES AND THREATS

C 1 : Strengths

• Integrated plant with capability to produce majority of components by exercisingchecks on incoming RM quality and operations .

• Induction of new Machinery through CAPEX has improved quality of crticialcomponents as well as Productivity.

• Skilled manpower at reduced cost by re-engaging retired personnels .

• Scope of doubling / tripling the production with minimum investment.

• Company has the advantage of E-Vehicle experience in late 90's as the automotivemarket is poised for growth in E-Mobility in coming years

C 2 : Weakness

• Depleting manpower.

• Sourcing of material at economical costs is difficult due to low volumes. Thisis also resulting in weak supply chain.

• The plant is located far way from automotive hubs like NCR PuneChennai

• Not able to introduce new models/variants due to low volumes of production.

• Not having strong" vehicles finance" tie ups.

C 3 : Opportunities

• Expected exponential growth in E- Mobility sector

• Untapped markets - South East & Exports

• Developing hub and spoke transportation model

• Increasing allocation of funds for E-Mobility under FAME Schemes

• Rapidly growing awareness about vehicular pollution leading to policyformulation for increase use of alternate fuel vehicles such as Electric Vehicle

• Navratna companies like BHEL NTPC have joined hands with SIL to promoteE-Mobility .

C 4 : Threats

• Implementation of BS VI emission norms w.e.f. 01/04/2020 for which the enginemanufacturer are not ready with their engine and solution.

• Growing Electric vehicle market but the allied motor controllers & Li-Ionbattery manufacturing facilities are in nascent stages

• Increase in product substitution effect by rapidly growing 4 Wheeler SCVIncreased competition both from organized and unorganized players. Frequent changes inMarket Dynamics Volatility in Raw Materials prices / input and difficulty in passing oncost increase.

D : Future Outlook:

The need for new design features in the existing product combined with improved qualityfeatures demands significant investment in Research & Development and also in plant& machinery. Existing over-lived plant & machinery is an area of concern.

Manpower is a challenge on all fronts . The average age profile of the employees isvery high. The manpower cost in the company is still high because of low volumes. Thecompany needs to reduce its manpower cost even while putting efforts to infuse fresh bloodsimultaneously.

The entire automobile engineering and especially commercial vehicles is facing toughchallenge on the front of approaching BS VI implementation deadline and Govt. impetus forE-Mobility. The 3-wheelers industry is facing competition from 4-wheelers SCV in 1.0 tonand sub 1.0 ton category which is expected to aggravate the extremely competitive scenarioand impact the volumes and margins.

Strict regulatory laws concerning pollution and their strict implementation by Statescombined with restriction on holding release of new passenger permits shall act asdeterrent for company growth.

SIL has lesser presence in small 1+3 Passenger Category segment which has strong marketpreference. This segment contribution has high volumes though the margins are low. Theestablished player's viz. Piaggio Mahindra etc. dominates the market. SIL is puttingextra efforts to enhance its market share in this segment by expanding its market networkto southern states.

Employees' aspiration for implementation of 2007 wage and salary revision

E. Strategic Road Map:

Although there are several challenges faced by commercial vehicle segment andautomobile industry in country the performance of your company has improved considerablyin comparison to the previous year because of increased production and sales. Your companyhave already initiated various initiatives to meet the forthcoming challenges for BS VIdeadlines with strategic planning of Electric vehicles :

• Type Approval of Vikram 3 Wheeler Electric (6P+D) Passenger and Goods Carrierobtained from ICAT

• Introduction of Vikram Electric 3 Wheeler in (6P+D) (3P+D) Passenger and GoodsCarrier with different makes of Li Ion Battery pack DC Motor & Controller isunderway .

• Development of Electric 2 Wheeler with Vijai Super / Lambretta design is underprocess .

• Working on E-Bus E-Bicycle E- 4 wheeler is underway .

• In long term it is planned to introduce electric Passenger /Load Carriervehicles with Li-Ion Battery and AC Motor.

ADEQUACY OF INTERNAL CONTROL:

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

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

OPERATIONAL REVIEW vs FINANCIAL REVIEW

During the year under report the company operations reported an increase in productionnos. as well as revenue from operations and as a result of which the net losses areminimized significantly as compared to previous financial year. The operations of companyremained under stress for following reasons :-

a) Govt. Of India had floated an EOI for strategic sale of company in March'2018wherein the Govt. intended to sell its entire equity. As a result of news of strategicselling all stakeholders of company started exercising restraints in business relationswith SIL sensing following apprehensions:

• Dealers & Customers: Dealers reported that customers have started refrainingfrom buying SIL 3 wheelers perceiving future service credibility issues like Warranty/Free services & supply of Spare Parts.

• Vendors : All vendors supplying material to company started restricting theirsupplies & credit exposure. Most vendors changed their payment terms from Credit toadvance.

• Financial Institutions: All Banks & Financial institutions restrictedthemselves for extending Cash Credit Over Draft or any other operational Credit to SIL.

Due to the above change the operations during the current year 2019 are also understress. Though the Company has got vehicle Type Approval of vehicle models namely VIKRAM1500CG 1000CG on May 2017 750 D on July 2017 and 450 D on September 2017 of BS-IV;however liquidity crunch has further stressed the operations all through the year.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT AND NUMBER OFPEOPLE EMPLOYED:

The manpower strength of the Company as on 31 st March 2019 was 644 no. includingregular and non-regular employees. Only 121 no. of employees are regular includingOfficers/staff's/Workmen.

The Company has put continued efforts to build capabilities for the workforce byadopting specific and targeted interventions for different categories of the work force.The Company conducted several in-house programs at specific locations with both internaland external training program which includes Team Building Strategic Planning Delegation Dispute Resolution Managing Difficult Conversations Decision Making PerformanceManagement Supervising Effective communication Time Management 5S Crisis ManagementLeadership etc

The Company continues it's efforts to build further on reward and recognition practiceby introducing award scheme both workers as well Officer/Staff's i.e. "Worker of theMonth Award" and "Officer/Staff's of the month award" respectively.TheCompany maintained harmonious industrial relation in all unit of the Company during thefinancial year 2018-19.

SIGNIFICANT CHANGES IN FINANCIAL RATIOS

[Pursuant to Schedule V(B) to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015]

During the year on a standalone basis there significant change in the financialratios compared to the previous year.

Financial Ratio Standalone Change Reason for such change
2018-19 2017-18
Operation Profit Margin -0.10615 -0.4981 -78.69 Due to Increase in Sales of three wheeler.
Net Profit Margin -0.07019 -0.32608 -78.47 Due to Increase in Sales of three wheeler.

Status before BIFR

On 18th February 2010 BIFR has declared the Company as sick industrial company interms of the provisions of section 3(1)(o) of the Sick Industrial Companies (SpecialProvisions) Act1985 (SICA) on reference being made after full erosion of the Net-worth ofthe Company as per annual accounts for the year ended at 31st March 2009. BIFR approvedthe miscellaneous application filed by the Company for seeking necessarypermission/appropriate directions for reliefs & concessions enabling issue of sharesrestructuring of balance sheet and for release of funds for capital expenditure andworking capital in line with the cabinet decision for revival of SIL. The DraftRehabilitation Scheme (DRS) was submitted by Co Operating Agency (SBI) for submission withBIFR. BIFR in its hearing dated 15.09.2015 directed that SIL ceases to be a sickindustrial company within the meaning of Section 3(1) (o) of the SICA as its net worthhas turned positive and It is therefore discharged from the purview of SICA/BIFR.

13. DIRECTORS' RESPONSIBILITY STATEMENT :

In accordance with the provisions of section 134(3)(c) and 134(5) of the Companies Act2013 your Directors to the best of their knowledge confirm that:

a) in preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed and that there are no materialdepartures in adoption of these standards.;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended on March 312019 and of the profit of the Company for year ended on that date;

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

d) they have prepared the annual accounts on a going concern basis; e) they have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively to the best of theirknowledge and ability; and f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand are operating effectively.

14. DIRECTORS KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED:

Government of India Ministry of Heavy Industries & Public Enterprises Departmentof Heavy Industry has vide its Order No. F. No.:1(1)/2016-PE-VI dated 26th September2016 appointed Shri Renati Sreenivasulu as Chairman & Managing Director of SIL forthe period of five years or till the date of his superannuation or until further orderswhichever is earliest. Shri Renati Sreenivasulu has joined as Chairman & ManagingDirector of SIL w.e.f. 06.10.2016. Mrs. Ritu Pande was appointed as GOI Nominee Directorin place of Mrs. Parveen Gupta GOI Nominee Director w.e.f 13-11-2018.

The Board of Directors of the Company are appointed by the Government of India as perguidelines issued by the Department of Public Enterprises (DPE) Government of India fromtime to time. The remuneration of Managing Director/Whole time Director is fixed as pergrade and other terms and conditions issued by the DPE. The Government Directors on theBoard of the Company draw their remuneration from Government of India and not from theCompany. The independent directors if any are paid the sitting fee only (within thelimits prescribed under the Companies Act) as per Articles of Association besidesreimbursement of the expenses to attend the meeting. No other remuneration is paid to theindependent directors.

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

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

15. NUMBER OF MEETINGS OF THE BOARD

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

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

Your company is an ISO 9001: 2000 certified which focuses on quality management system.A statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with the Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is provided at ANNEXURE-11-A and 1-B to this report.

17 PARTICULARS OF EMPLOYEES:

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

18. INDUSTRIAL RELATION:-

During the period under review i.e. 01.04.2018 to 31.03.2019 the industrial relationin the Company remained normal. No agitation and strike took place during the aforesaidperiod.

19. TRAINING AND DEVELOPMENT

Employees of the Company are the most important constituent and Company understandsthat without their motivation and development the Company cannot progress. The Company hasbeen analyzing developmental needs in technical and managerial areas and provide requisitetraining and exposure to all employees at all levels in the area on ProfessionalExcellence through motivation etc. employees were trained during 01.04.2018 to 31.03.2019on course of Fire Fighting Vigilance Industrial Safety & Health etc.

Programme Officers Staffs Workmen Trainees Total
Details
External 16 - - - 16
Internal 31 8 6 41 86
Total 47 8 6 41 102

20 VIGILANCE:

Vigilance Department continues to function with particular emphasis on the aspects ofpreventive and corrective vigilance. Strict vigil was exercised over various activities aspart of Preventive Vigilance measures and suggestions were made to the Management forsystem improvement. Company also observed Vigilance Awareness Week from.29.10.2018 to03.11.2018.

21. HUMAN RESOURCE DEVELOPMENT:

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

22. HINDI IMPLEMENTATION

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

23. REPRESENTATIVE FOR SCHEDULED CASTES & SCHEDULE:

As on 31.03.2019 the total strength of the company is 121. Out of these 25 employeesbelong to Scheduled Castes and 01 employee to Scheduled Tribe.

24. INDEPENDENT DIRECTOR'S DECLARATION

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

25. DISCLOSURE ON REAPPOINTMENT OF INDEPENDENT DIRECTORS:

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

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

The Board of Directors of the Company are appointed by the Government of India as perguidelines issued by the Department of Public Enterprises (DPE) Government of India fromtime to time. The remuneration of Managing Director/Whole time Director is fixed as pergrade and other terms and conditions issued by the DPE. The Government Directors on theBoard of the Company draw their remuneration from Government of India and not from theCompany. The independent directors if any are paid the sitting fee only (within thelimits prescribed under the Companies Act) as per Articles of Association besidesreimbursement of the expenses to attend the meeting. No other remuneration is paid to theindependent directors.

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

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

27. ANNUAL EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEE AND DIRECTORS

The Company enters into MoU with the Administrative Ministry in the month of Marchevery year for the next financial year. Before signing the MoU the targets are negotiatedwith the Company in detail by the MoU Task Force constituted by the DPE. The evaluation ofperformance of the Company against MoU parameter is done by DPE every year and MoU scoreis communicated by it to the Company through the Administrative Ministry.

28. ATTRIBUTES QUALIFICATIONS & INDEPENDENCE OF DIRECTORS AND THEIR APPOINTMENT

Being a Government Companythe Non-Executive Directors are drawn from amongst pool ofeminent persons with experience in business/finance/law/public administration andenterprises. The Board Diversity Policy of your Companyrequires the Board to have balanceof skills experience and diversity of perspectives appropriate to the Company. Theskills expertise and competencies of the Directors as identified by the Board areprovided in the 'Report on Corporate Governance' forming part of the Report and Accounts.The Articles of Association of your Company provide that the strength of the Board shallnot be fewer than three nor more than fifteen. Directors are appointed/re-appointed withthe approval of the Members for a period of three to five years or a shorter duration inaccordance with retirement guidelines and as may be determined by the Board from time totime. All Directors other than Independent Directors and Managing Director are liable toretire by rotation unless otherwise approved by the Members. One-third of the Directorswho are liable to retire by rotation retire every year and are eligible for re-election.

29. BOARD EVALUATION

In keeping with SIL's belief that it is the collective effectiveness of the Board thatimpacts Company's performance the primary evaluation platform is that of collectiveperformance of the Board as a whole. Board performance is assessed against the role andresponsibilities of the Board as provided in the Act and the Listing Regulations 2015 readwith the Company's Governance Policy. The parameters for Board performance evaluation havebeen derived from the Board's core role of trusteeship to protect and enhance shareholdervalue as well as to fulfil expectations of other stakeholders through strategicsupervision of the Company. Evaluation of functioning of Board Committees is based ondiscussions amongst Committee members and shared by the respective Committee Chairman withthe Board. Individual Directors are evaluated in the context of the role played by eachDirector as a member of the Board at its meetings in assisting the Board in realising itsrole of strategic supervision of the functioning of the Company in pursuit of its purposeand goals. The evaluation of individual Directors was carried out against the laid downparameters anonymously in order to ensure objectivity.

In absence of Independent Directors the exclusive meeting of Independent Directorscould not be held to review the performance of the non-Independent Directors and theBoard pursuant to Schedule IV to the Act and Regulation 25 of the Listing Regulations2015.

30. GOING CONCERN STATUS

There is no significant or material order passed during the year by any regulatorcourt or tribunal impacting the going concern status of the Company or its futureoperations.

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

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

32. ADEQUACY OF INTERNAL CONTROL:

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

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

(i) Reporting of Fraud

There was no instance of fraud during the year under reviewwhich require the StatutoryAuditor to report to the Audit Committee/and or Board under section 143(12) of the Act andrules made thereunder.

33. FIXED DEPOSITS

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

34. AUDITORS' REPORT

M/s Dhawan & Madan Chartered Accountants have been appointed by the Comptrollerand Auditor General of India as Statutory Auditors of the Company for the year 2018-19.Due to restructuring of their firm they have resigned from the Company on 16.02.2019creating a casual vacancy.

M/s Asija & Associates LLP have been appointed as Statutory Auditor of the Companyby Comptroller & Auditor General of India on 26.03.2019 in order to fill the casualvacancy so created due to resignation of M/S Dhawan & Madan.

The Statutory Auditors' Report on the accounts of the Company for the financial yearended 31st March 2019 are enclosed at ANNEXURE-2.

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

35. STATUTORY AUDITOR

Comptroller and Auditor General of India has appointed Asija & Associates LLP asstatutory Auditor of the Company for the year 2019-20.

36. CORPORATE GOVERNANCE:

Your Company is in compliance with all the applicable provisions of CorporateGovernance as stipulated under Chapter IV of the Listing Regulations. A detailed report onCorporate Governance as required under the Listing Regulations is provided in a separatesection and forms part of the Annual Report.

A Certificate from M/s Asija & Associates Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance as stipulated under regulation34(3) of the SEBI Listing regulations 2015 along with the report on Corporate Governanceis attached as Annexure - 4 & 4A to this report.

37. SECRETARIAL AUDITOR:

M/s Amit Gupta & Associates Practicing Company Secretaries were appointed assecretarial auditors of the Company for the year 2018-19 as required under Section 204 ofthe Companies Act 2013 and Rules made there under. The secretarial audit report in FormMR-3 for FY 2018-19 forms part of the Directors Report and is placed at ANNEXURE - 5.Regardingcomments/qualifications in the said report it is submitted that the Company has taken upmatter regarding appointment of Independent Directors/women Director with DHI and with thesaid appointments the Board shall become duly constituted in accordance with theprovisions of the Companies Act 2013 & Listing agreement-Regulations and necessarycompliances regarding constitution of various Committees viz. Audit Committee Nomination& Remuneration Committee etc. shall also be made. Further the Company is in process offiling of necessary returns with the Registrar of Companies Kanpur.

38. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed.

39. SIGNIFICANT AND MATERIAL ORDERS

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

40. AUDIT COMMITTEE AND VIGIL MECHANISM

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

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

41. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 the extract of the Annual Return in the prescribed formi.e.Form MGT-9 is annexed herewith as Extract of Annual Return of the Company is annexedherewith as ANNEXURE - 7 to this report.

42. RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION AND OTHERDISCLOSURES

During the year the remuneration of Chairman & Managing Director was Rs. 24.87 lacand median employee's remuneration was Rs. 4.65 lac. The Chairman & Managing Directorremuneration comes to 536.34 of median employees' remuneration.

(ANNEXURE - 8).

43. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

44. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

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

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 as required under section 134(3) (h) of the Act readwith Rule 8(2) of the Companies (Accounts) Rules 2014 are presented in Annexure - 9to the Directors' Report in Form AOC 2.

The Board has adopted a Policy for dealing with Related Party Transaction. The Policyas approved by the Board may be viewed on the Company website at the weblink:www.scootersindia.com.

45. RISK MANAGEMENT:

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

The policy on Risk Management may be accessed on the Company's website at the link: http//www.scootersindia.com.The objective of the Company's risk management process is to support a structured andconsistent approach to identify prioritize manage monitor and report on the principalrisks and uncertainties that can impact its ability to achieve its strategic objectives.The Company has introduced several initiatives for risk management including theintroduction of audit functions and processes to identify and create awareness of risksoptimal risk mitigation and efficient management of internal control and assuranceactivities.

46. LISTING:

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

47. CORPORATE SOCIAL RESPONSIBILITY:

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

As per the Companies Act 2013 all companies with a net worth of Rs. 500 crore ormore or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more duringany financial year are required to constitute a Corporate Social Responsibility (CSR)committee of the Board of Directors comprising of three or more directors at least one ofwhom should be an independent director and such company shall spend at least 2% of theaverage net profits of the company's immediately preceding three financial years on CSRactivities. The Company has duly constituted a Corporate Social Responsibility (CSR)Committee pursuant to the requirement of Section 135(1) of Companies Act 2013 and theRules made there under. However in absence of an Independent Director Committeeconstitution is not proper. In view of losses to conserve the resources for businessoperations the Company has decided not to spend any amount towards Corporate SocialResponsibility during the year under report.

48. VIGILANCE CASES:

In pursuance of Order No. F. No. 26(1)/2016 PE-VI dated January 24 2018 issued byMinistry of Ministry of Heavy Industries & Public Enterprises; Department of HeavyIndustries Committee recommends including vigilance cases during the year. The Report isas follows:

During 2018-19 4(four) complaints related to procurement and Corruptions andHarassment of employees were investigated by Vigilance department out of which 1 (one)complaints related to procurement were carried to a logical conclusion and appropriatedisciplinary action has been initiated wherever necessary. The remaining 3(three) relatedto Corruptions and Harassment of employees complaints were under various stages ofinvestigation as on 31.03.2019.

49. RIGHT TO INFORMATION CASES:

In pursuance of Order No. F. No. 26(1)/2016 PE-VI dated January 24 2018 issued byMinistry of Ministry of Heavy Industries & Public Enterprises; Department of HeavyIndustries Committee recommends including RTI matters during the year. The Report is asfollows:

RTI CASES STATUS FOR FY 2018-19

Application Received in FY 2018-19 No. of cases transferred to other Public Authorities Decisions where request/ appeals rejected* Decisions where request/ appeals accepted Cases Disposed off in FY 2018-19 Cases Pending
Requests 17 01 01 15 17 NIL
First Appeal 02 NIL NIL 02 02 NIL
Second Appeal NIL NIL NIL NIL NIL NIL

50. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company's has always had a very strict policy on the sexual harassment issues andhas zero tolerance in this matter. Ensuring a safe environment for its women employees isa major priority for the Company and its management. The Company has complied withprovisions relating to the constitution of Internal Complaints Committee under Sexualharassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. It hasformed an Internal Compliant Committee (ICC) to deal with all the matters or mattersincidental thereof. In your Company's legacy of more than 40 years no instance of sexualharassment has ever been reported by any employee. During the year 2018-19 also theCompany has not received any complaints of sexual harassment.

51. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme including Employees Stock Options Plan.

• The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company' operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

52 FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertaities.When used in this Report the words 'anticipate' 'believe' 'estimate' 'expect' 'intend''ill' and other similar expressions as they relate to the Company and/or its Businessesare intended to identify such forward-looking statements. The Company undertakes noobligation to publicly update or revise any forward-looking statements whether as aresult of new information future events or otherwise. Actual results performances orachievements could differ materially from those expressed or implied in suchforward-looking statements. Readers are cautioned not to place undue reliance on theseforward-looking statements that speak only as of their dates. This Report should be readin conjunction with the financial statements included herein and the notes thereto.

53. ACKNOWLEDGEMENT :

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

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

By the order of Board of Directors
Sd/-
Renati Sreenivasulu
DIN: 07634253
Chairman & Managing Director
Scooters India Limited Lucknow-226008
Place : Lucknow
Date : 09.08.2019

ANNEXURE-1 PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE DISCLOSURE CONSERVATION OF ENERGY :

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is given herein below the required additional information:

I. CONSERVATION OF ENERGY

a) Measures being taken Compressors

• Judicious usage of all resources including compressed air water & poweretc..

• Periodic servicing of suction filters moisture traps unloader and deliveryvalves.

Water

• Monitoring of control of water wastage.

• Recycling of cooling water.

• Arresting of Water & Air leakages on continuous basis

Power

• Reduction of Contract Demand from 500kVA to 3000kVA by optimizing the MaximumDemand by Shift Managements etc.

• Overhauling & Changing of Transformer Oil with fresh Transformer Oil of 02nos. 5MVA Main Transformer 05nos. 1500kVA. 01no. 500kVA & 01no. 560kVA DistributionTransformers.

• Replacement of 50 nos. old Conventional motors with New IE2 motors.

• Replacement of 22nos. 15HP (over rated) Mono-Block pumps with New 7.5HP EnergyEfficient EFFI Mono-Block Pumps for air cooling system.

• Installation of 05nos. new VFDs in the Die Casting Shop & Paint Shop tooptimize the use of motors & conserve energy.( we have already completed all the abovetasks )

• Stopping usage of heaters during winter seasons for personal Heating Purpose.

• Reduction in operation Time of FDVs by 01 Hour in order to Conserve Energy.

• Stopping of water Sprinklers in FDVs during Humid Seasons to Conserve Energy.

• Operation of 30HP water pump to fill SIL Over Head Tank has been restricted from3-Shift to 2-Shifts only.

• Operation Hours of 04nos. of 120 HP Compressors has been reduced by 10 Hour in aweek by proper planning in order to conserve energy.

(b&c) Impact of Energy Consumption Measures Total energy consumption and energyconsumption per unit of production as per Form 'A' in respect of industries specified inthe scheme thereto The details are given in attached Annexure 1-A.

II. TECHNOLOGY ABSORPTION:

Efforts made in technology absorption attached as Annex.1-B.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

Efforts and initiative in relation to exports:

Foreign Exchange earned by way of export of goods was Rs. NIL in 2018-19 as compared toRs. NIL during previous financial year.

ANNEXURE-1A

Form for Disclosure of particulars with respect for conservation of energy-

Description 2017-18 2018-19
A Power and fuel consumption
1. Electricity
a) Purchased
Unit* 2328770 3141600
Total Amount (Rs.) 20744173 29095127
Rate/Unit (Rs.) 8.9077 9.26
b) Own Generation
i Through Diesel Generator
Unit* 560 40
Units per litre of diesel oil 1.18 0.135
Cost per Unit (Rs.) 57.3 7.4
ii Through Steam Turbine/Gen
Unit*
Unit per litre of diesel oil
Cost/Unit (Rs.)
iii Through Steam Turbine/Gen
Unit*
Unit per litre of diesel oil
Cost/Unit (Rs.)
2. Coal
Quantity (Ton)
Total Cost
Average rate
3 (a) Furnace Oil
Quantity (Ton)
Total Amount (Rs.)
Average Rate per Kg.(Rs.)
3 (b) Light Diesel Oil
Quantity (Kilo litres) 40.00
Total Amount (Rs.) 2048800
Average Rate per Kg.(Rs.) 51220

4. Others/internal generation

(Please give details) Quantity Total Cost Rate/Unit

B . Consumption per unit of production

Description Standards (if any) 2017-18 2018-19
Production (in Nos.) 3534 4940
Electricity (Unit) 658.96 636.00
Furnace Oil (Ton) -
Light Diesel Oil (Kilo litres) -
Coal (specify quality) NIL
Others (specify) NIL

* Unit denotes KWH

** Higher KWH/Vehicle because of low number of production

Research & Development (R&D)

01 Specific areas in which the company R&D carried out by • Successful development of Electric vehicle "Vikram EV" in 6P+1D (P-Passenger & D- Driver) variant with Lithium Ion Polymer battery pack and DC series motor and its Type Approval certification obtained from ICAT Manesar.
• Product up gradation with Self Adjusting Brake system is implemented on all models as per Extension Certificate obtained from ICAT Manesar.
• Development Validation and Type Approval certification of SIL model Vikram 450D with new configuration engine developed by M/s Greaves Cotton Limited Aurangabad.
• Confirmity of Production (COP) compliance for all BSIV models Vikram 750D Vikram 1500Cg Vikram 1000CG & Vikram 450D is successfully completed under production as per CMVR norms
02 Benefits derived as a result of the above R&D • SIL has been able to retain and maintain its market presence among competitors through introduction of Electric Vehicle (Vikram EV) and non-electric vehicles through BSVI compliance norms.
03 Future Plan of Action • Type Approval certification of Electric Vehicle Vikram EV (6P+1D) Passenger and Load Carriers variants of GVW 1250Kg with new BLDC motor and Lithium -ion battery pack.
• Type Approval certification of Electric Vehicle Vikram EV (3P+1D) Passenger and Load Carriers variants of GVW 990Kg with new BLDC motor and Lithium -ion battery pack.
• Development of prototype of Vikram Model: Vijeta- Load Carrier on Electric Vehicle platform followed by Type Approval Certification.
• Development of prototype of 2wheeler Electric vehicle on Vijay Super platform followed by Type Approval Certification.
• Development of prototype of 2-seater 4wheeler Electric vehicle followed by Type Approval Certification.
• Development and Type Approval certification of Mini-Fire tender Electric Vehicle on Vikram EV (6P+1D) chassis platform as an extension variant of Vikram EV (6P+1D) through obtaining Extension Certificate from ICAT Manesar.
• BSVI-Development Validation and Type Approval Certification of SIL vehicle on selected Vikram models will be accomplished only after successful compliance of BSVI engines developed by M/s Greaves Cotton Limited Aurangabad or any other engine manufacturers.
04 Expenditure on R&D
a) Capital
b) Recurring
c) Total ` 11903260.41
d) Total R&D Expenditure as a percentage of Total turnover 1.80%

Technology absorption adaption and innovation

01 Efforts in brief made towards technology absorption adaption and innovation • Officers and Staff of the R&D have been sponsored for exhibition demonstration of the products seminars courses interactive sessions etc. related to the technology absorption up-gradation and innovation. Associative R&D has been carried out with different organizations and design houses like ARAI ICAT and CIPET etc. for improvement development and product innovation.
02 Benefits derived as a result of the above efforts e.g. product improvement cost reduction product development etc • Through value Engineering several components and system of suspension structural member etc. modified to reduce both cost and weight.
Customer delight through implementation of Self Adjusting Brakes through product improvement considering the safety product sale.
03 In case of imported technology imported technology (imported during the last five years reckoned from the beginning of the financial year) following information may be furnished:
a) Technology imported NIL
b) Year of Import
c) Has technology been fully absorbed?
d) If not fully absorbed areas where this has not been taken place reasons therefore and future plan of action

ANNEXURE-8 Particulars of Employees

Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

(Amt. in Lakhs)

Name(s) of Designation Whole time Directors Remuneration in Year 2018-19 (in Rs.) Remuneration in year 2017-18 (in Rs.) % Increase in Remuneration Ratio of Remuneration to median remuneration of employees Ratio of the remuneration to Net Profit (2018-19)
Shri Renati Sreenivasulu (w.e.f 06.10.2016) 24.87 24.09 3.24% 536.34
CMD

 

(Amt. in Lakhs)
Name of Independent Directors Remuneration in Year 2018-19 Remuneration in Year 2017-18 % increase in remuneration
NIL NIL NIL NIL

 

(Amt. in Lakhs)
Name of Independent Directors Remuneration in Year 2018-19 Remuneration in Year 2017-18 % increase in remuneration
NIL NIL NIL NIL

 

(Amt. in Lakhs)
Name of KMP Remuneration in Year 2018-19 Remuneration in Year 2017-18 Ratio of the remuneration to Net Profit(2018-19)
Shri Raj Shekhar Tiwari 7.74 6.95

i. The median remuneration of employees in the year 2018-19 and 2017-18 is Rs. 4.65lacs and Rs.4.28 lacs respectively. The percentage increase in the median remuneration is8.64%.

ii. The Company had 121 numbers of permanent employees on the rolls of the Company ason the year ended at March 31 2019.

iii. The Company's Net Loss stood at Rs. 4.63 crores at the year ended as on March 31

2019 as compared to Net Loss of Rs.18.62crores for the year ended on March 31 2018.Thepercentage of reduction in the Net loss of the Company is (-) 75.13%.The growth in theremuneration of WTD and KMP was Nil % and Nil % respectively in year 2019 as compared to2018.The increase in remuneration was as per DPE Guidelines.

iv. Variation in the Market Capitalization and Price Earnings ratios as at the closingof current year 2019 and previous year 2018 are as under.

2018-19 2017-18
Market Cap 28887.12 lacs 51615.53 lacs
Price Earnings Ratio (0.58) (2.19)

V. During the year under report no employees received remuneration in excess ofhighest paid directors.

vi. There were no employees during the year under report whose disclosure id requiredunder rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

ANNEXURE-9 FORM NO.AOC.2 Particulars of Contracts/arrangements entered with relatedparties

Pursuant to clause (h) of sub-regulation (3) of section 134 of the Ct and Rules 8(2) ofthe Companies (Accounts) Rules 2014

This form discloses the particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm's length basis:There are no contracts or arrangements entered during the year under report which werenot at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:The contracts or arrangements entered during the year under report at arm's length basisare as follows:

Name of the Related Party Nature of Relationship Nature of Contract / arrangement / Transaction Duration of the Contract/ Arrangement/ Transaction Salient terms Amount
NIL NIL NIL NIL Nil NIL

 

For and on behalf of Board of Directors
Sd/-
Renati Sreenivasulu
DIN: 07634253
Chairman & Managing Director
Scooters India Limited Lucknow -226008
Place : Lucknow
Date : 09.08.2019