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Talbros Automotive Components Ltd.

BSE: 505160 Sector: Auto
NSE: TALBROAUTO ISIN Code: INE187D01011
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OPEN 121.00
PREVIOUS CLOSE 118.90
VOLUME 260
52-Week high 242.95
52-Week low 97.05
P/E 12.51
Mkt Cap.(Rs cr) 149
Buy Price 118.15
Buy Qty 2.00
Sell Price 120.15
Sell Qty 10.00
OPEN 121.00
CLOSE 118.90
VOLUME 260
52-Week high 242.95
52-Week low 97.05
P/E 12.51
Mkt Cap.(Rs cr) 149
Buy Price 118.15
Buy Qty 2.00
Sell Price 120.15
Sell Qty 10.00

Talbros Automotive Components Ltd. (TALBROAUTO) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 62nd Annual Report on the businessand operations of your Company along with Audited Accounts and the Auditors' Reportthereon for the Financial Year ended 31st March 2019.

FINANCIAL HIGHLIGHTS:
(Rs. in lacs)
Particulars: Year ended 31st March 2019 Year ended 31st March 2018
Net Revenue from Operations 48284.79 40000.61
Profit before Interest and Depreciation 6286.24 5023.04
Less : Interest 1552.53 1393.78
Depreciation 1790.12 1419.45
Profit before Tax before Exceptional Item 2943.59 2209.81
Exceptional Item - 215.77
Profit before Tax and after Exceptional Item 2943.59 2425.58
Less: Provision for Taxation 882.71 523.01
Provision for Deferred Tax (76.41) 105.03
Less: (Excess)/ Short provision of tax for earlier years written back/ provided (30.28) (111.57)
Profit after Tax 2167.57 1909.11
Other Comprehensive Income
a) Items that will not be reclassified to profit and loss (626.39) 414.59
b) Income tax relating to items that will not be reclassified to profit and loss 151.52 (88.62)
Total other comprehensive income (474.87) 325.97
Total comprehensive income 1692.70 2235.08

The Financial Statements of the Company have been prepared in accordance with IndianAccounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant tosection 133 of the Companies Act 2013 read with Rule 3 of the Companies (IndianAccounting Standards) Rules 2015 as amended from time to time.

FINANCIAL REVIEW

During the Financial Year 2018-19 your Company on standalone basis has recorded aturnover of Rs. 482.85 crores approximately 22.87% higher as compared to last FinancialYear 2017-18 with Gross turnover of Rs. 400.00 crores and Net Turnover of Rs.392.98 crores. Profit after tax (PAT) for the Company was at Rs. 21.68 croresapproximately 13.57% higher as compared to PAT of Rs. 19.09 crores in previous year2017-18.

The JV Company Nippon Leakless Talbros Private Limited (LTL) recorded a turnover of Rs.121.05 crores with an increase of approximately 3.36% as compared to last Financial Year2017-18 with turnover of Rs. 117.11 crores. PAT of LTL was at Rs. 15.26 crores higher byapproximately 6.27% as compared to PAT of Rs. 14.36 crores in previous year 2017-18.

The JV Company Magneti Marelli Talbros Chassis Systems Private Limited (MMT) hasrecorded a turnover of Rs. 129.91 crores higher by approximately 19.35% as compared tolast Financial Year 2017-18 with turnover of Rs. 108.85 crores. PAT of MMT was at Rs. 8.08crores higher by approximately 96.59% as compared to Rs. 4.11 crores in previous year2017-18.

Talbros Marugo Rubber Private Limited (TMR) another JV Company has recorded a turnoverof Rs. 52.05 crores higher by approximately 27.32% as compared to last Financial Year2017-18 of Rs. 40.88 crores. PAT of TMR was at Rs. 0.68 crores higher by approximately238.78% as compared to loss of Rs. 0.49 crores in previous financial year 2017-18.

During the Financial Year 2018-19 the consolidated total revenues increased 22.87%from Rs. 392.98 crores in 2017-18 to Rs. 482.85 crores in 2018-19 largely on account ofnew order inflows and large off take. Profit before exceptional items improved 31.81% fromRs. 25.90 crores in 2017-18 to Rs. 34.14 crores in 2018-19. Profit after tax improved15.20% from Rs. 22.90 crores in 2017-18 to Rs. 26.38 crores in 2018-19.

NEW INITIATIVES & FUTURE OUTLOOK

In the gasket business along with a JV partner Company's market share in India isabout 50%. The Company is focusing on getting ready for the BS-VI. Your Company gainedmarket share when it moved from BS- III to BS- IV and now the same is expected with BS-VI. With BS- VI gaskets our content goes up per vehicle and the supply of BS- VI CompliantGaskets is expected to start by January of next year with a large Indian truck enginemaker.

Heat Shield although being exported presently in a small number and in domestic marketa larger number is expected by next year

The Forging Division is catering to the heavy duty and agri market has forayed intoglobal OE car segment and exports to prominent German car manufacturers. In forgingbusiness the growth trajectory now is to go into higher tonnage products and now that ithas established a certain size the Company is in the process of installing a 2500 tonnepress which will be completed by the end of Q1 financial year 2019-20 and the Companyalready has the orders ready for this new press. We are focused on enhancing our internalefficiencies and leverage on our technological knowhow to supply best in class products toour customers. The revenues from forging division (turnover) stood at Rs. 164.65 crores inthe year under review against revenues of Rs.. 112.35 crores during previous year.

The Company is also in process of identifying new business overseas to increase itsexport business.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

As required under the listing SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 MD&A is enclosed as Annexure I and is part of this Report.in an industry where financing plays a

TRANSFER TO RESERVE

An amount of Rs. 50.00 lacs has been transferred to General Reserves out of the profitearned during the Financial Year 2018-19.

DIVIDEND

YourDirectorsarepleasedtorecommend18%dividend at the rate of Rs. 1.80/- per share forthe year 2018-19 on 12345630 equity shares of Rs. 10/- each aggregating to Rs.22222134/- (Rupees Two Crores Twenty Two Lakhs Twenty Two Thousand and One HundredThirty Four Only) for the approval of members at the ensuing Annual General Meeting.

Dividend Distribution Tax thereon amounts to Rs. 4567825/-

BUSINESS AND OPERATIONS OF THE COMPANY AND MATERIAL CHANGES AFFECTING IT

There have been no material changes which affect the financial position of the companybetween the end of the financial year and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

No changes have been taken place in the nature of business of the company during theyear under review.

INDUSTRY OVERVIEW

The last financial year was an eventful year with the first half being good for theindustry and the second half being very challenging. Industry faced very headwindsresulting into sublime performance by various OEMs. Various factors such as higher fuelprices increase in insurance cost new safety measures and sudden drop in demand lead toovercapacity with OEMs and consequently to production cuts. Sales of passenger vehiclesgrew at the slowest pace in the last 5 years. The sector grew by less than 3% overall toaround 3.3-3.4 million units.

Set of wide-ranging factors from industry specific challenges to policy resets andmacro-economic factors to poor consumer sentiments converged to damper auto sales. Lastyear the bad news kicked off with Kerala floods. Then in October Insurance regulatorIRDAI changed its policy on insurance cover. Tightening liquidity in the NBFC sector madethings more difficult criticalrole-80 % of new cars being sold are financed.

The Supreme Court ban on diesel vehicles was another instance. These unexpecteddevelopments meant while automakers built up inventory gearing up for the festivals salesremained elusive. Urban India reeling from a difficult job market took a pause. RuralIndia hurting from farm distress wasn't buying either. As a result inventory piled upwith dealers. In 2016 the Government decided to leapfrog from BS-IV to BS-VI emissionsnorms by April 1 2020. The Industry is now investing up wards of Rs. 70000 crore tocomply. The financial year 2019-20 is expected to be a challenging year for the automotiveindustry due to fragile state of NBFC and transition from BS- IV to BS- VI norms;especially the first half of financial year 2019-20. The pre-buying to kick in from secondhalf of financial year 2019-20 might give some respite to the industry. Prominentautomakers have given weakest growth forecast in the past 5 years at 4- 8%. We arehopeful that stable government and rising economic sentiment would reverse the tide forthe Industry and BS-VI compliance will open up many more export markets for Made-in-Indiavehicles.

The automotive industry is slated to grow at about 4- 6% the two wheeler industry isslated to grow at 5- 7% commercial vehicles pitted to continue their growth momentum indouble digits at 10- 12% and the passenger vehicles is slated to grow by 3- 5%.

SHARE CAPITAL

The paid up capital of the company as on 31st March 2019 was Rs. 1234.563lacs. During the year under review the company did not issue any class or category ofshares Employee Stock Options Convertible securities and consequently there is no changein the capital structure since previous year.

CREDIT RATING

Company's credit rating has improved as per rating issued by CARE ratings on 02ndApril 2019.

Facilities Approved Amount Rating Rating Action
(Rs. Crores)
Long term Bank Facilities 140.95 (enhanced from Rs. 108.96) CARE A; Stable (Single A; Outlook: Stable) Revised from CARE A; Stable (Single A Minus; Outlook; Stable)

Short term Bank Facilities

45 CARE Al (A One) Revised from CARE A2+ (Single A Two Plus)
Medium Term Instrument (Fixed Deposit) 10 CARE A (FD); Stable [Single A (Fixed Deposit); Outlook; Stable] Revised from CARE A- (FD); Stable [Single A Minus (Fixed Deposit); Outlook: Stable]

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of provisions of Section 125 of the Companies Act 2013 the unclaimed finaldividend pertaining to the financial year 2010-11 amount aggregating to Rs. 201797/- hadbeen transferred to the "Investor Education and Protection Fund" established bythe Central Government on October 03 2018.

No other amount was transferred to "Investor Education and Protection Fund".

The Company shall transfer the unclaimed dividend for the financial year 2011-12 toInvestor Education and Protection Fund on or before October 01 2019 upon completion of 7years from the date of transfer of said dividend into the Unclaimed Dividend Account incompliance with the provisions of Section 125 of the Companies Act 2013.

The shareholders who have not encashed their dividend warrants for thefinancialyear2011-12 or any subsequent year are requested to lodge their claims for revalidation ofdividend warrants. The Company is specifically intimating those members who have so farnot claimed the unpaid dividend for the financial year 2011-12.

The Company has transferred 8460 shares to "Investor Education and ProtectionFund" last year and the Dividend on such shares was also transferred to IEPF.

The Company would be transferring the required shares this year as per the datafinalized by Karvy Fintech Private Limited (Registrar and Transfer Agent).

DIRECTORS

Your Directors intrinsically believe in the philosophy of Corporate Governance and arecommitted to it for the effective functioning of the Board.

Mrs. Priyanka Gulati and Mr. Ajay Kumar Vij were appointed as Additional Directorsw.e.f 25th May 2018 and January 02 2019 respectively. Mrs. Priyanka Gulatiwas appointed as an Independent Director for the period of 5 (five) years in the 61 stAnnual General Meeting of the Company held on 25th September 2018.

Mr. Ajay Kumar Vij holds the Director till the ensuing Annual General Meeting and hisappointment as an Independent Director has been recommended for approval of members at theensuing Annual General Meeting.

Mr. Rajive Sawhney Independent Director ceased to be Director of Company w.e.f 6thSeptember 2018 due to his death.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the company Mr. Varun Talwar (DIN: 00263984) and Mr. Anuj Talwar (DIN:00628063) retire by rotation and being eligible offers themselves for re-appointment.

Details of the Directors seeking re- appointment are mentioned in the annexure to theExplanatory Statement of the Notice of 62nd Annual General Meeting. The Boardrecommends their re-appointment.

APPOINTMENT OF INDEPENDENT DIRECTORS AND JUSTIFICATION OF THEIR APPOINTMENT

Mrs. Priyanka Gulati was appointed as an Independent Director in the 61stAnnual General Meeting of the Company held on 25th September 2018. She is aChartered Accountant by profession and founder and Director of Manthan Advisors. She wasearlier associated with tier-1 consulting firms Management Consulting and Deloitte and hasa rich experience of over 18 years. Also she meets the criteria of independence as perthe provisions of Section 149(6) of the Companies Act 2013.

Mr. Ajay Kumar Vij was appointed as an Additional Director w.e.f January 02 2019. Heis the Co-Founder and CEO of Asian Healthcare Fund (AHF) one of India's premier‘Healthcare' focused Private Equity fund and a seasoned professional having over 15years of experience in healthcare industry. He has wide experience in identifyingpromising business opportunities developing growth strategy structuring global expansionand alliances. He also meets the criteria of independence as per the provisions of Section149(6) of the Companies Act 2013.

DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149(7)

The Independent Directors have furnished Certificates of Independence stating that theyfulfill the of criteria of Additional independence as per the provisions of Section149(6) of the Companies Act 2013 and are not disqualified to act as IndependentDirectors.

They have also complied with the requirements of Code for Independent Directorsprescribed in Schedule IV of the Companies Act 2013. The Board is also of the opinionthat the Independent Directors fulfill the and are eligible to continue as IndependentDirectors of the company.

KEY MANAGERIAL PERSONNEL

As on date company has following key managerial personnel in compliance with theprovisions of section 203 of the Companies Act 2013.

1. Mr. Umesh Talwar - Vice Chairman & Managing Director
2. Mr. Manish Khanna - Chief Financial Officer
3. Mrs. Seema Narang - Company Secretary

All Directors key managerial personnel and senior management have confirmed compliancewith the Company's Code of Conduct.

BOARD MEETINGS

During the Financial Year 2018-19 5 (five) Board Meetings were held on 30.04.201825.05.2018 13.08.2018 13.11.2018 & 14.02.2019. Details of the same are available inthe section Rs.Meetings of the Board of Directors' in the Corporate Governance Report.

AUDIT COMMITTEE

During the Financial Year 2018-19 4 (four) meetings of Audit Committee were held on25.05.2018 13.08.2018 13.11.2018 & 14.02.2019.

The composition of the Audit Committee of the Company is as under:-

Name of Director Category
Mr. V. Mohan Chairman Independent Director
Mr. Anil Kumar Mehra Member Independent Director
Mr. Rajive Sawhney* Member Independent Director
Mrs. Priyanka Gulati** Member Independent Director
Mr. Amit Burman Member Independent Director
Mr. Vidur Talwar Member Non- Executive Director
Mr. Anuj Talwar Member Executive Director

* Ceased to be a Member of the Committee w.e.f. 6th September 2018.

**Inducted as Member of the Audit Committee w.e.f. 13th November 2018.

The Chief Financial Officer Statutory Auditors and the Internal Auditors of theCompany are permanent invitees to the meetings of the Audit Committee. It is a practice ofthe Committee to extend an invitation to Cost Auditor to attend the meeting as and whenrequired.

Mrs. Seema Narang Company Secretary is the Secretary of the Audit Committee.

All the recommendations of the Audit Committee has been duly accepted by the Board

NOMINATION AND REMUNERATION COMMITTEE

During the Financial Year 2018-19 3 (three) meetings of Nomination and RemunerationCommittee were held on 25.05.2018 01.01.2019 & 14.02.2019.

The composition of the Nomination and Remuneration Committee of the Company is asunder:-

Name of Director Category
Mr. Anil Kumar Mehra Chairman Independent Director
Mr. Rajive Sawhney* Member Independent Director
Mr. Amit Burman Member Independent Director
Mr. V. Mohan Member Independent Director

* Ceased to be a Member of the Committee w.e.f. 6th September 2018.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

During the Financial Year 2018-19 4 (four) meetings of Stakeholders' RelationshipCommittee were held on 25.05.2018 13.08.2018 13.11.2018 & 14.02.2019.

The composition of the Stakeholders' Relationship Committee of the Company is asunder:-

Name of Director Category
Mr. Naresh Talwar Chairman Non-Executive Director
Mr. Anil Kumar Mehra Member Independent Director
Mr. V. Mohan Member Independent Director
Mr. Rajive Sawhney* Member Independent Director

* Ceased to be a Member of the Committee w.e.f. 6th September 2018.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the Financial Year 2018-19 1 (one) meeting of Corporate Social ResponsibilityCommittee was held on 14.02.2019.

The composition of the Corporate Social Responsibility Committee of the Company is asunder:-

Name of Director Category
Mr. Umesh Talwar Chairman Vice Chairman & Managing Director
Mr. Amit Burman Member Independent Director
Mr. Navin Juneja Member Independent Director

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee forselections and appointments of Directors senior management and decides theirremuneration after reviewing their qualifications positive attributes independence ofDirectors board diversity.

Remuneration Policy of the Company is based on the fundamental principles of paymentfor performance potential growth and aligning remuneration with the longer terminterests of the Company and its shareholders promoting a culture of merit recognitionand creating a linkage to corporate and individual performance. The criteria forperformance evaluation of Directors cover the are as relevant to their functioning asmember of Board or its Committees thereof. The manner in which the performance evaluationof the Board and its Committees thereof the Chairman and the Directors individually hasbeen carried out has been explained in the Corporate Governance Report.

The Remuneration Policy of the Company is available on company's websitewww.talbros.com

RELATED PARTY DISCLOSURES

Related party transactions are periodically reviewed and approved by Audit committeeand are also placed before the Board for necessary approval. The Company has developedstandard operating procedures for the purpose of identification and monitoring of suchtransactions as referred to in Section 188(1) of the Companies Act 2013.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other related parties which may have apotential conflict with the interest of the Company at large.

The contracts or arrangements of the Company with related parties during the periodunder review were in ordinary course of business and on arms' length basis and inaccordance with the shareholders' approval by way of special resolution whereverrequired.

The Board has approved policy for related party transactions in terms of provision ofRegulation 23 of SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015which is available on company's website www.talbros.com.

The prescribed Form AOC- 2 giving particulars of contracts or arrangements with relatedparties referred to in sub-section (1) of section 188 is attached as Annexure II.

CORPORATE SOCIAL RESPONSIBILITY

Company has formulated Corporate Social Responsibility (CSR) policy which encompassesits philosophy and guides its sustained efforts for supporting socially useful programsfor welfare and sustainable development of the weaker sections of the society speciallythe children and contributed to several NGOs including Savera Association TalwarFoundation Helpage India CRY Save the Girl Save the Children committed for attendingto education and nutrition needs of the under privileged children and women.

As per Section 134(3)(o) of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by Ministry ofCorporate Affairs the Company has undertaken activities as per the CSR Policy (availableon company's website www.talbros.com) and further details of the CSR activities arecontained in the Annexure - III to this Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. J C Bhalla & Co. (Firm Registration No. 001111N) Chartered Accountants NewDelhi are the Statutory Auditors of the Company.

The Report given by M/s. J C Bhalla & Co. Chartered Accountants StatutoryAuditors on the financial statement of the Company for the financial year 2018-19 is partof the Annual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report.

Secretarial Auditors

The Board re-appointed Mrs. Kiran Sharma (Membership No. 4942 & Certificate ofPractice No. 3116) a practicing Company Secretary for carrying out secretarial audit interms of the provisions of Section 204 of the Companies Act 2013 for the financial year2019-20.

The Secretarial Audit Report for the financial ended 31st March 2019 asprovided by M/s. Kiran Sharma & Co. Practicing Company Secretary is annexed to thisReport as Annexure IV and forms part of this report.

There are no qualifications reservations or adverse remarks made by SecretarialAuditors in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act2013 and Rules made thereunder M/s Vijender Sharma & Co. Cost accountants (FirmRegistration No. 00180) were reappointed as the cost auditors of the Company for thefinancial year ending 31st March 2019 to conduct cost audit of the accountsmaintained by the Company in respect of the various products prescribed under theapplicable Cost Audit Rules.

The Cost Audit Report for the financial year 2017-18 issued by M/s. Vijender Sharma& Co. Cost accountants (Firm Registration No. 00180) in respect of the variousproducts prescribed under Cost Audit Rules was filed with the Ministry of CorporateAffairs (MCA) during the year.

The remuneration of Cost Auditors has been approved by the Board of Directors on therecommendation of Audit Committee. The requisite resolution for ratification ofremuneration of Cost Auditors by members of the Company has been set out in the Notice ofthe ensuing Annual General Meeting. Further on the recommendation of the Audit Committeethe Board of Directors have also re-appointed them as Cost Auditors for financial year2019-20 to conduct cost audit of the accounts maintained by the Company in respect of thevarious products prescribed under the applicable Cost Audit Rules.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act 2013 yourDirectors hereby state and confirm:

a) That in the preparation of the annual accounts the applicable accounting standardshave been followed and that no material departure was made for the same;

b) That 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 at the end of the financial year and ofthe profit of the Company the period ended on 31st March 2019;

c) That Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) That Directors have prepared the annual accounts on a going concern basis;

e) That Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively;

f) That the directors have laid down internal financial control to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

FRAUDS REPORTED DURING THE YEAR

No material frauds were reported for the period under review.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/ JOINT VENTURES

Statement pursuant to Section 129(3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures as on 31st March 2019 in Form AOC-1 is annexed tothis Report as Annexure V.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGO

In accordance with the requirements of Section 134(3) (m) of The Companies Act 2013read with Rule 8(3) of The Companies (Accounts) Rules 2014 statement showing particularswith respect to Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo are annexed hereto as Annexure VI and form part of this report.

PARTICULARS OF REMUNERATION OF EMPLOYEES

The information/details required in terms of Section 197(12) of the Companies Act 2013read with Rule 5(1) and Rule (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report as Annexure –VII.

The Board of Directors wishes to express their appreciation to all the employees fortheir outstanding contribution to the operations of the Company during the year. It is thecollective spirit of partnership across all sections of employees and their sense ofownership and commitment that has helped the Company to grow.

FIXED DEPOSITS

The total amount of deposits outstanding as on 31st March 2019 stands atRs. 4.53 crores.

No fresh deposits were accepted during the year. Deposit amounting to Rs. 10000/-remains unclaimed at the end of financial year 2018-19 and the same has been transferredto IEPF Authority on 22nd May 2019.

There has been no default in repayment of deposits or payment of interest thereonduring the year.

No order with respect to depositors for extension of time for repayment penaltyimposed has been received from National Company Law Tribunal (NCLT)/ National Company LawAppellate Tribunal (NCLAT).

All deposits are in compliance with the requirements of Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) Mumbai andNational Stock Exchange of India Limited (NSE).

CORPORATE GOVERNANCE

A Certificate from the Statutory Auditors regarding compliance of the conditions ofCorporate Governance as per the requirement of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 is enclosed as part of Report on Corporate Governance.

The Board of Directors support the concept of Corporate Governance and having regard totransparency accountability and rationale behind the decisions have made properdisclosures separately under the heading "Corporate Governance".

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company values the dignity of individuals and is committed to provide anenvironment which is free of discrimination intimidation and abuse.

The Company has put in place a policy on redressal of Sexual Harassment and a Policy onredressal of Workplace Harassment as per the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 ("Sexual Harassment Act"). Asper the policy any employee may report his/ her complaint to the Redressal Committeeformed for this purpose or their Manager or HR personnel.

The Policy aims to provide protection to the employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the object of providing a safe working environment where employees feel secure. Thecompany has also constituted an Internal Complaints Committee to inquire into complaintsof sexual harassment and recommendation for appropriate action. Policy regarding SexualHarassment at Work Place is available at the company website i.e. www.talbros.com

The composition of the Internal Complaints Committee is as under:-

Name of Member Designation
Mrs. Seema Narang Chairperson
Ms. Revati Talwar Member
Execution Team
Mr. Manish Khanna Member
Mr. Anshu Mehra Member
Ms. Sangeeta Bisht Member
Ms. Heena Singh Member

No complaints have been filed/ disposed of/ pending during the financial year ended31stMarch 2019.

RISK MANAGEMENT POLICY

Risk management forms an integral part of management policy and is an ongoing processintegrated with operations.

The Company has formulated a policy and process for risk management. The company hasset up a core group of leadershipteamwhichidentifies assesses the risks and the trendsexposure and potential impact analysis at different level and lays down the procedure forminimization of the risks.

Company has identified various strategic operational which mayand impactfinancialcompany adversely; however management believes that the mitigation plans for identifiedrisks are in place and may not threaten the existence of the company.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 avigil mechanism for Directors and employees to report genuine concerns has beenestablished.

Details of establishment of vigil mechanism/ whistle blower are disclosed in theCorporate Governance Report.

The policy on vigil mechanism is available on company's website at www.talbros.com

During the year under review no employee was denied access to the system to report anygrievance.

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

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impacts the going concern status and Company's operations in future.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by Instituteof Company Secretaries of India (ICSI).

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 is annexed to this report as AnnexureVIII and is also placed on Company's website www.talbros.com.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the support given by our customers shareholdersemployees financial institutions and banks and all other stakeholders and we lookforward to their continued support.

For Talbros Automotive Components Limited
Sd/- Sd/-
Umesh Talwar Anuj Talwar
[Vice Chairman & Managing Director] Joint Managing Director
[DIN No. 00059271] [DIN: 00628063]
Place : New Delhi
Dated: 29th May 2019