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Bosch Ltd — AGM Information 2019
Jul 29, 2019
61019_rns_2019-07-29_16a13439-6973-4997-8dd0-085a14077ecb.pdf
AGM Information
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Corporate Relationship Department SSE Limited 1 st Floor, New Trading Ring Rotunda Building Phiroze Jeejeebhoy Towe rs Dalal Street, Fort Mumbai - 400 001 Scrip code:500530
The Manager Listing Department National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G Bandra·Kurla Complex Sandra (E) Mumbai - 400 051 Scrip code: BOSCHL TD
Bosch Limited Post Box No:3000 Hosur Road; Adugodi Bangalore-560030 Karnataka, India Tel +91 80 67521750 www.bosch.in L85110KA1951PLC000761
29.07.2019
Dear Sir/Madam
Sub: Compliance under Regulation 30 & 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulations 30 & 34 of the Securities and Exchange Board of India (Listing Obligations · and Disclosure Requirements) Regulations, 2015, please find enclosed the following, which are being sent to the Members of the Company:
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- Notice of the 67th Annual General Meeting of the Company scheduled to be held on Friday, August, 23· 2019 at 03:00 p.m. at the Registered office of the Company i.e. Hosur Road, Adugodi, Bengaluru • 560 030, Karnataka, India.
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- Annual Report for the Financial Year ended March 31, 2019; and
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- Attendance Slip and Proxy Form
You are requested to take note of the same.
Thanking you,
Yours faithfully, for Bosch Limited,
RaJesh Parte (Company Secretary & Compliance Officer)
Encl.: as above
Registered Office: Bosch Limited, Hosur Road, Bangalore-560030, Karnataka, India Managing Director: Soumitra Bhattacharya, Joint Managing Director: Andreas Wolf
Bosch Limited
(CIN: L85110KA1951PLC000761) Registered Office: Hosur Road, Adugodi, Bengaluru - 560 030 Tel: +91 80 6752 1750; 6752 2315; Website: www.bosch.in; E-mail: [email protected];
NOTICE is hereby given that the Sixty Seventh Annual General Meeting of Bosch Limited (the "Company") will be held on Friday, August 23, 2019 at 03:00 p.m. at the Registered Office of the Company situated at Hosur Road, Adugodi, Bengaluru – 560 030 to transact the following businesses:
ORDINARY BUSINESS:
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- To receive, consider and adopt the Audited Financial Statement (including Audited Consolidated Financial Statement) of the Company for the Financial Year ended March 31, 2019, together with the Reports of the Board of Directors and Auditors thereon.
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- To declare dividend on Equity Shares for the Financial Year ended March 31, 2019.
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- To appoint a Director in place of Mr. Soumitra Bhattacharya (DIN: 02783243), who retires by rotation and being eligible, offers himself for re-appointment.
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- To appoint a Director in place of Mr. Peter Tyroller (DIN: 06600928), who retires by rotation and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
- To consider, and if thought fit, pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 196 and 197 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V to the said Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the Articles of Association of the Company, consent of the members be and is accorded for the re-appointment of Dr. Andreas Wolf (DIN: 07088505) as Joint Managing Director, for a period of 3 (three) years from March 01, 2019 to February 28, 2022 and for the payment of remuneration as set out in the Agreement dated March 11, 2019 between the Company and Dr. Andreas Wolf.
RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as "the Board" which term shall deem to include any Committee thereof) be and is hereby authorized to vary the terms and conditions of appointment including determination of remuneration payable to Dr. Andreas Wolf, in such manner as the Board may in its absolute discretion deem fit from time to time.
RESOLVED FURTHER THAT the Board of Directors and / or Company Secretary be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to the aforesaid resolutions."
- To consider, and if thought fit, pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT Dr. Gopichand Katragadda (DIN: 02475721), who was appointed as an Additional Director of the Company with effect from December 04, 2018 and who holds office up to the date of this Annual General Meeting under section 161(1) of the Companies Act, 2013 (the "Act") (including any statutory modification(s) or re-enactment (s) thereof for the time being in force) and the Articles of Association of the Company and who is eligible for appointment as a Director and in respect of whom the Company has received a notice in writing under section 160(1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company.
RESOLVED FURTHER THAT pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Act read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Dr. Gopichand Katragadda (DIN: 02475721) who has submitted a declaration to the Company that he meets the criteria of independence provided under the Act and Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and being recommended by the Nomination and Remuneration Committee and the Board of Directors and who is eligible to be appointed as an Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years commencing from December 04, 2018 to December 03, 2023."
- To consider, and if thought fit, pass the following resolution as a Special Resolution:
"RESOLVED THAT Mr. Bhaskar Bhat (DIN: 00148778), who was appointed as an Additional Director of the Company with effect from April 01, 2019 by the Board of Directors at their meeting held on February 13, 2019 and who holds office up to the date of this Annual General Meeting under section 161(1) of the Companies Act, 2013 (the "Act") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company and who is eligible for appointment as a Director and in respect of whom the Company has received a notice in writing under section 160(1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company.
RESOLVED FURTHER THAT pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Act read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Mr. Bhaskar Bhat (DIN: 00148778) who has submitted a declaration to the Company that he meets the criteria of independence provided under the Act and Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and being recommended by the Nomination and Remuneration Committee and the Board of Directors and who is eligible to be appointed as an Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years commencing from April 1, 2019 to March 31, 2024."
- To consider and, if thought fit, to pass the following resolution as a Special Resolution:
"RESOLVED THAT Mr. Bernhard Steinruecke (DIN: 01122939), who was appointed as an Additional Director of the Company with effect from April 01, 2019 by the Board of Directors at their meeting held on February 13, 2019 and who holds office up to the date of this Annual General Meeting under section 161(1) of the Companies Act, 2013 (the "Act") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company and who is eligible for appointment as a Director and in respect of whom the Company has received a notice in writing under section 160(1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company.
RESOLVED FURTHER THAT pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Act read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Mr. Bernhard Steinruecke (DIN: 01122939) who has submitted a declaration to the Company that he meets the criteria of independence provided under the Act and Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and being recommended by the Nomination and Remuneration Committee and the Board of Directors and who is eligible to be appointed as an Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years commencing from April 1, 2019 to March 31, 2024."
- To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of section 148 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, remuneration of INR 600,000 (exclusive of applicable taxes and reimbursement of out of pocket expenses, at actuals) payable to Messrs. Rao, Murthy & Associates, Cost Accountants (Registration No. 000065), for conducting audit of the Cost Records of the Company for the Financial Year 2019-20, as approved by the Board of Directors, be and is hereby ratified.
RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and are hereby authorized to do such acts, deeds, matters and things as may be required to give effect to this resolution."
- To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to Section 188 and other applicable provisions of the Companies Act, 2013 (the "Act") and the Rules made thereunder (including any statutory modification or re-enactment or amendment thereof for the time being in force) and subject to such other approvals, consents, permissions, sanctions of any authorities as may be necessary and subject to such terms and conditions as may be imposed by them, if any, approval of the Members be and is hereby accorded for sale and transfer of the Company's Packaging Technology Business, along with all its employees, assets and liabilities, as a going concern and by way of a slump sale to Robert Bosch Packaging Technology India Pvt. Ltd., which is a subsidiary of Robert Bosch Packaging Technology GmbH, a related party within the meaning of Section 2(76) of the Companies Act, 2013 for a lump sum consideration of an amount not less than INR 1,446 million subject to necessary adjustments in working capital values between May 20, 2019 (valuation date) and the effective date of transfer and other transactional requirements.
RESOLVED FURTHER THAT the Board of Directors (which expression shall include any Committee constituted or to be constituted) be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary, including finalizing the terms and conditions, methods and modes in respect thereof, determining the exact effective date and finalizing and executing necessary documents, including contracts, schemes, agreements, deeds of assignment / conveyance and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental authorities in this regard, and deal with any matter, take necessary steps it may in its absolute discretion deem necessary, desirable or expedient to give effect to the foregoing resolution, and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.
RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to delegate all or any of the powers herein conferred, to any Director or Company Secretary or any other Officer(s) / Authorised Representative(s) of the Company to give effect to the aforesaid resolutions.
RESOLVED FURTHER THAT all actions taken by the Board of Directors in connection with any matter referred to or contemplated in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects."
By Order of the Board
July 18, 2019 Rajesh Parte Bengaluru Company Secretary & Compliance Officer
Notes:
- a) Statement setting out material facts pursuant to the provisions of section 102 of the Companies Act, 2013 (the"Act") in respect of the special businesses set out at Item Nos. 5 to 10 of the Notice is annexed hereto.
- b) Brief profiles of Mr. Soumitra Bhattacharya and Mr. Peter Tyroller is annexed herewith. Brief profiles of Dr. Andreas Wolf, Dr. Gopichand Katragadda, Mr. Bhaskar Bhat and Mr. Bernhard Steinruecke form part of the statement setting out material facts pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India.
- c) A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote and such proxy need not be a member of the Company. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than 10 percent of paid-up share capital of the Company. However a member holding more than 10 percent of the total share capital of the Company may appoint a single person as proxy provided that such person shall not act as proxy for any other person or member.
- d) If a Proxy is appointed for more than fifty Members, he shall choose any fifty Members and confirm the same to the Company before the commencement of period specified for inspection of proxy lodged. In case the Proxy fails to do so, the Company shall consider only the first fifty proxies received as valid.
- e) The form of proxy in order to be effective shall be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than 3 days' written notice is given to the Company.
- f) An instrument of Proxy duly filled, stamped and signed is valid only for this Annual General Meeting including any adjournment thereof.
- g) Corporate Members intending to send their authorized representatives to attend the Annual General Meeting are requested to send to the Company, a certified copy of the relevant Board Resolution authorizing their representative(s) to attend and vote on their behalf at the Meeting.
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h) Members/Proxies/Representatives are requested to bring the attendance slip for attending the meeting, duly completed and signed mentioning therein details of their DP ID and Client ID/Folio No.
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i) In case of joint holders attending the Meeting, only such a joint holder whose name is higher in the Register of Members will be entitled to vote at the Meeting.
- j) The relevant documents referred to in the Notice are available for inspection by the members at the Registered Office of the Company during business hours on any working day (i.e. except Saturdays, Sundays & Public Holidays) between 10.00 a.m. IST to 5.00 p.m IST up to the date of the Meeting. The said documents are also available on the website of the Company viz., www.bosch.in.
- k) The Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, August 17, 2019 to Friday, August 23, 2019 (both days inclusive) for ascertaining entitlement of members eligible to receive the dividend, if declared at the meeting.
- l) Subject to section 126 of the Act, dividend, if declared, will be paid to those Members whose names appear in the Register of Members as at the close of business on Friday, August 16, 2019 and who are beneficial owners as at the close of business on the said date as per the beneficiary list provided by Central Depository Services (India) Limited and National Securities Depository Limited.
- m) The Securities and Exchange Board of India (SEBI) has mandated submission of copy of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit a copy of their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit a copy of their PAN to the Company/its Registrar and Transfer Agents (RTA).
- n) Members who have not registered their e-mail address so far are requested to register their e-mail address with Depository Participant/Registrar and Transfer Agents for receiving all the communications including Annual Reports, Notices, etc. in electronic mode.
- o) Rule 3 of Companies (Management and Administration) Rules, 2014 (as amended) prescribes that Register of Members should include details pertaining to e-mail, PAN/CIN, UID, Occupation, Status and Nationality. We request all the Members of the Company to update the said details with their respective depository participants in case of shares held in electronic form and with the Company's Registrar and Transfer Agents in the case of physical holding.
- p) None of the Directors are related to each other or any Key Managerial Personnel of the Company.
- q) In this Notice and Annexure(s) thereto the terms "Shareholders" and "Members" are used interchangeably.
- r) In compliance with the provisions of section 108 of the Companies Act, 2013, Companies (Management and Administration) Rules, 2014, and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the businesses may be transacted through e-voting services. The facility of casting votes by the members using an electronic voting system from a place other than the venue of the AGM ("remote e-voting") would be provided by CDSL.
- s) The remote e-voting period begins on Tuesday, August 20, 2019 at 9.00 a.m. and ends on Thursday, August 22, 2019 at 5.00 p.m. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, August 16, 2019 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.
- t) The resolutions as set out in this Notice are being conducted through e-voting, the said resolutions will not be decided by show of hands at the AGM. The members can opt for only one mode of voting i.e. either by remote e-voting or by electronic ballot at the meeting. The members who have cast their vote by remote e-voting are eligible to attend the AGM but shall not be entitled to cast their vote again. In case of any unforeseen technical failure or eventuality resulting into non-functionality of the electronic voting system at the meeting, members would be provided the ballot paper for casting their vote at the meeting.
Steps for remote e-voting are given below for the information of the Members:
- (i) Open the e-voting website of CDSL and type the following in your web browser: www.evotingindia.com.
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(ii) Click on Shareholders.
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(iii) Now enter your User ID
- a. For CDSL: 16 digit beneficiary ID,
- b. For NSDL: 8 character DP ID followed by 8 digit Client ID,
- c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
- (iv) Enter the Image Verification as displayed and Click on Login.
- (v) If you are holding shares in dematerialized form and had logged on to www.evotingindia.com and casted vote for any company using the remote e-voting facility provided by CDSL, then please use your existing password.
| For Members holding shares in Demat Form and Physical Form | |
|---|---|
| PAN | • Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (applicable for shareholders holding shares in demat as well as in physical form) |
| • Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Attendance Slip indicated in the PAN field. |
|
| Dividend Bank Details OR Date of Birth (DOB) |
• Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login. |
| • If both the details are not recorded with the depository or Company please enter the member ID / folio number in the Dividend Bank details field. |
- (vi) After entering the above details, click on "SUBMIT" tab.
- (vii) Members holding shares in physical form will be redirected to the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter a new login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting on resolutions of any other company for which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
- (viii) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
- (ix) Click on the EVSN for Bosch Limited: 190716022 on which you choose to vote.
- (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select option YES in case you wish to Assent to the resolution and NO in case you wish to Dissent to the resolution.
- (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
- (xii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote click on "CANCEL" and thereafter modify your vote.
- (xiii) Click on "CONFIRM" to confirm your voting. Once confirmed, you will not be allowed to modify your vote.
- (xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the voting page.
- (xv) If a demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.
- (xvi) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for Android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the App from the AppStore and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
- (xvii) Note for Non Individual Shareholders and Custodians:
- Non-Individual shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]. and CC to [email protected].
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After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
- The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
- A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or call 1800-225-533. Alternatively, members may also contact for any grievance related to remote e-voting to Mr. Rajesh Parte, Company Secretary & Compliance Officer, Bosch Limited, Hosur Road, Adugodi, Bengaluru - 560 030. E-mail: [email protected]
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, Central Depository Services (India) Limited, A-Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call 1800-225-533.
- u) The voting rights of members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date i.e. August 16, 2019. Any person who is not a member as on the cut-off date and receives this notice shall treat the same for information purposes only.
- v) Mr. Pramod S. M. of BMP & Co. LLP, Practicing Company Secretaries, has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner. The Company has opted to provide "electronic voting system" for all those members who are present at the AGM and have not cast their votes by remote e-voting facility.
After the conclusion of voting at the AGM, the Scrutinizer will submit a report after taking into account votes cast at the AGM as well as through remote e-voting in accordance with provisions of Rule 20 of Companies (Management and Administration) Rules, 2014, as amended. The consolidated results in respect of voting along with the Scrutinizer's Report will be sent to the Stock Exchanges and will also be uploaded on website of the Company and CDSL.
- w) Your Company is pleased to provide one-way live webcast of the proceedings of the AGM on August 23, 2019 from 3.00 p.m. onwards at the web link www.evotingindia.com. On this page, click on the link shareholders / members. Please enter your 16 digit demat account (in case of demat holding) or 7 digit folio details (in case of Physical holding) and then enter the Characters displayed on the screen. After this you need to enter the details as asked by the system and then you will reach at the link "live streaming" from where you can ONLY VIEW the proceeding of our 67th Annual General Meeting. In case you face any difficulty in viewing the meeting, please contact the service provider – Central Depository Services Limited on 1800225533 for assistance.
- x) The route map of the venue of the meeting is given in the notice.
By Order of the Board
July 18, 2019 Rajesh Parte Bengaluru Company Secretary & Compliance Officer
ANNEXURE TO THE NOTICE
Brief profile of Mr. Soumitra Bhattacharya pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given below:
| Director Identification Number | 02783243 |
|---|---|
| Date of Birth | 24/06/1960 |
| Date of Appointment | 01/01/2017 |
| Qualification | Chartered Accountant |
| Experience | Soumitra Bhattacharya is currently the Managing Director of Bosch Ltd., and Regional President for the Bosch Group in India. He has also held the position of CFO & Board Member of Bosch Ltd. since 2011 to 2018. Prior to which he has held various positions within the Bosch Group in India as well as internationally for the past 23 years. During his past assignments, he has served as Commercial Director of Robert Bosch Turkey (RBTR) between 2005 & 2008. Before his assignment in Turkey he served as Vice President responsible for the Commercial functions at Bosch Ltd., for Nashik & Jaipur Plants in India & was also in-charge of Corporate Planning & Controlling for Bosch Ltd. During 1998-99, he worked in Stuttgart, Germany, on deputation to Robert Bosch GmbH as General Manager at the Feuerbach Plant. Prior to Bosch Ltd., from 1984 to 1995 he served in various management positions at TATA Steel (IPITATA), INDAL (Indian Aluminum Company Ltd.,) and Titan Company Limited. He has been past Chairman (2013-2014) for the Karnataka State Council for CII in India (Confederation of Indian Industry) and currently the Co-Chair for Skills Committee-CII at the National Level and a CII National Council Member. |
| Relationship with other Directors and Key Managerial Personnel |
Not related to any Director or Key Managerial Personnel of the Company. |
| Directorships held in other companies/body corporates |
• MICO Trading Private Limited • Z F Steering Gear (India) Limited • Robert Bosch Automotive Steering Private Limited • Robert Bosch Engineering and Business Solutions Private Limited • Robert Bosch (Bangladesh) Limited • Robert Bosch Lanka (Private) Limited |
| Chairmanship / Membership of Committees held in companies/ body corporates |
Nil |
| Number of Equity shares held in the Company |
Nil |
| Number of Board Meetings attended during last Financial Year (2018-19) |
Five meetings of the Board of Directors were held during the Financial Year 2018- 19. Mr. Soumitra Bhattacharya attended all the meetings. |
| Terms and conditions of Appointment |
Managing Director, liable to retire by rotation. |
| Last remuneration drawn | Remuneration drawn for the Financial year 2018-19 : INR 76,765,509 |
Brief profile of Mr. Peter Tyroller pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given below:
| Director Identification Number | 06600928 |
|---|---|
| Date of Birth | 07/11/1957 |
| Date of Appointment | 01/07/2013 |
| Qualification | • Engineering from the University of Applied Sciences (Ulm, Germany) • Engineering Management from the University of Applied Sciences (Frankfurt, Germany) |
| Experience | Mr. Tyroller served as the Director of the Airbag Systems Unit of Robert Bosch GmbH and Managing Director of Wiper Systems & Electrical Motors Division of Valeo Autoelectric GmbH & Co. KG, Bietigheim. He held the position as Executive Vice-President (Sales - Gasoline Systems Division). Robert Bosch GmbH, Schwieberdingen in 2000 and later as President in 2003. He has been the member of the Board of Management, Robert Bosch GmbH from 2006 with corporate responsibility in marketing and sales, automotive original equipment sales and division responsibility in Automotive Aftermarket and from July 01, 2013, he took over the responsibility of Asia Pacific. |
| Relationship with other Directors and Key Managerial Personnel |
Not related to any Director or Key Managerial Personnel of the Company. |
| Directorships held in other companies/body corporates |
• Robert Bosch (South East Asia) Pte. Ltd. • United Automotive Electronic Systems Co., Ltd. • Bosch HUAYU Steering Systems Co., Ltd. |
| Chairmanship / Membership of Committees held in companies/ body corporates |
Nil |
| Number of Equity shares held in the Company |
Nil |
| Number of Board Meetings attended during last Financial Year (2018-19) |
Five meetings of the Board of Directors were held during the Financial Year 2018- 19. Mr. Peter Tyroller attended two (2) meetings. |
| Terms and conditions of Appointment |
Non-Executive and Non-Independent Director, liable to retire by rotation. Mr. Tyroller has waived his remuneration as Director of the Company. |
STATEMENT SETTING OUT MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, IN RESPECT OF ITEM NOS. 5 TO 10 OF THE NOTICE
ITEM NO. 5
Dr. Andreas Wolf was appointed as the Joint Managing Director of the Company for a period of two years and two months with effect from January 01, 2017 to February 28, 2019. Considering his expertise, overall performance and organizational requirements, the Nomination and Remuneration Committee (NRC) at their meeting held on February 13, 2019 recommended his re-appointment as Joint Managing Director for a term of three years commencing from March 1, 2019 to February 28, 2022. The Board of Directors based on the recommendation of NRC, re-appointed Dr. Andreas Wolf for a period of three years from March 1, 2019. The main terms and conditions of re-appointment are as under:
| 1. | Term: | For a period of 3 years from 01.03.2019 to 28.02.2022 | ||
|---|---|---|---|---|
| 2. | Remuneration: | (i) Dr. Wolf's ("Director") remuneration shall be comprised of a base salary and a variable annual bonus. |
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| (ii) Dr. Wolf's annual base salary shall comprise of a Euro component of Euro 268,000 p.a. payable at the exchange rate on the salary day in the range of Rs. 10,000,000 to Rs. 30,000,000 (gross) p.a., increments/ revisions being at the discretion of the Board. |
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| (iii) The annual bonus taking into account the economic results and also Dr. Wolf's personal performance and target achievement up to 160% of the Base Salary. |
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| (iv) Wherein any financial year during the tenure of office of the Director, the Company has no profits or its profits are inadequate, the Company shall pay remuneration, benefits and amenities to the Director as specified herein subject to the approval of the Central Government, if and to the extent necessary or in the alternative, pay remuneration by way of salary, perquisites and any other allowances within the ceiling limits prescribed in para 1 of section II of part II of Schedule V to the Companies Act, 2013 (including any statutory re-enactment or modification thereof.) |
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| (v) In the event of any increase in the limits of the emoluments, benefits and perquisites payable in accordance with the laws as may be in force from time to time, the Board in its absolute discretion may increase the remuneration payable to the Director in line with the Company's remuneration policy prevailing from time to time. |
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| 3. | Other terms: | (a) The Director shall be entitled to reimbursement of all actual expenses for traveling incurred in the course of Company's business. |
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| (b) The Director would be entitled to any other benefits or privileges as may be available to the other Senior Management Executives as per the Company's policy from time to time. |
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| (c) The Directors' remuneration shall be subject to deduction of tax at source and other statutory deductions as applicable. |
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| 4. | Benefits & Facilities: | |||
| Housing | The Company will provide and maintain a house for Dr. Wolf and his family. | |||
| Gas, Electricity and water charges for the house |
These services will be borne/paid by the individual. | |||
| Security and Garden Maintenance at the house |
These services will be provided/borne by the Company. | |||
| Car and Driver | Two cars maintained and fuelled by the company with 2 drivers for the use of Dr. Wolf and his family. |
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| Telephone at home | One or more phones for the purpose of Company's business according to Company rules. |
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| Club Memberships | Fees of 2 clubs excluding admission and life membership fees | |||
| Satellite TV | Annual subscription up to a maximum of Rs.6,500/-, plus one German channel (optional). These services will be provided by the Company. |
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| Medical Reimbursement | As per the Company's policy, as applicable to other Senior Management Executives of the Company. |
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| Reimbursement of School fees | As per the Company's policy, as available to other Senior Management Executives of the Company. |
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| Other Benefits | Dr. Andreas Wolf would be entitled to other benefits or privileges as may be available to other Senior Management Executives of the Company. |
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| Expenses incurred on joining the company, while on deputation and when returning to home country/state after completion of employment |
Actual expenses incurred on travel and on packing, forwarding, loading, unloading as well as freight, insurance, local transportation and installation expenses in connection with the moving of personal effects of Dr. Wolf and his family for joining duty in Bangalore will be paid by the Company. |
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| Relocation expenses referred to above, in case Dr. Wolf joins another company within Bosch group, that company will bear these expenses. However, if Dr. Wolf resigns and joins another company outside the Bosch group, then Company will not reimburse such relocation expenses. |
A copy of the Agreement dated March 11, 2019 encompassing the aforesaid terms and conditions and Articles of Association referred to in the resolution at Item No. 5 are hosted on website of the Company at www.bosch.in and also available for inspection by the Members at the Registered Office of the Company during the business hours on any working day (except Saturdays, Sundays and public holidays) upto the date of the Annual General Meeting.
The Board of Directors considers that Dr. Wolf's association would be of immense benefit to the Company and it is desirable to avail services of Dr. Wolf as Joint Managing Director for a term of three years from March 01, 2019 to February 28, 2022. Accordingly, based on recommendation of Nomination and Remuneration Committee, the Board recommends Ordinary resolution as set out at Item No. 5 of the Notice of the AGM for the approval by the members.
Except for Dr. Wolf, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are in anyway concerned or interested (whether financially or otherwise) in the resolution set out at Item No. 5 of the Notice.
| Director Identification Number | 07088505 | |
|---|---|---|
| Date of Birth | 16/06/1962 | |
| Date of Appointment | 01/01/2017 | |
| Qualification | Mechanical Engineer and PhD holder from Technical University Dresden | |
| Experience | Dr. Andreas Wolf is currently the Joint Managing Director of Bosch Ltd., Prior to which he has held various positions within the Bosch Group in India as well as internationally for the past 28 years. |
|
| Dr. Wolf started his career in Bosch as process engineer in Corporate Research and Development. During these 28 years of association, he has worked in several management positions mainly in Manufacturing, Quality, Safety, Project Management and Corporate functions as well. He has varied experience in the divisions CR (Corporate Research and Development), DS (Diesel Systems), GS (Gasoline Systems), ATMO (Special machinery) and DC (Drive and Control systems). |
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| Dr. Wolf was also in the Czech Republic for 3 years and in Turkey for 7 years. His previous position was Senior Vice President and Technical Plant Manager in Feuerbach/Germany. He was the IPN (International Production Network)-leader for "Common Rail pumps". |
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| Career milestones in the Bosch-group - | ||
| 1990: Engineer, Corporate Research and Development in Schwieberdingen/ Germany |
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| 1995: Section Manager Technical Functions in Homburg Plant |
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| 1999: Director, Department Manager Manufacturing Common Rail Injectors, Diesel Systems Homburg Plant, Germany |
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| 2003: Vice President and Area Manager Manufacturing Rail, PCV (Pressure Control Valve) and cooling plate, Diesel Systems, Jihlava plant, Czech Republic |
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| 2006: Senior Vice President and Technical Plant Manager Bosch Bursa Plant, Turkey, Member of Robert Bosch Turkey board |
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| 2013: Senior Vice President and Technical Plant Manager Diesel Systems, Feuerbach plant, Germany |
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| 2015: Director & Executive Vice President, Manufacturing and Quality, Bosch Limited, India |
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| 2017: Joint Managing Director & Executive Vice President, Manufacturing and Quality, Bosch Limited, India. He is also heading Safety, Security in Bosch India. |
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| Directorships held in other companies/body corporates |
• Bosch Automotive Electronics India Private Limited • Bosch Electrical Drives India Private Limited • Bosch Chassis Systems India Private Limited • MICO Trading Private Limited |
|
| Chairmanship / Membership of Committees held in companies/ body corporates |
(a) Bosch Chassis Systems India Private Limited – Member of Nomination & Remuneration Committee (b) Bosch Automotive Electronics India Private Limited – Member of Corporate Social Responsibility Committee |
|
| Relationship with other Directors and Key Managerial Personnel |
Not related to any Director or Key Managerial Personnel of the Company. |
Brief profile of Dr. Andreas Wolf is given below:
| Number of Equity shares held in the Company |
Nil |
|---|---|
| Number of Board Meetings attended during last Financial Year (2018-19) |
Five meetings of the Board of Directors were held during the Financial Year 2018-19. Dr. Andreas Wolf attended all the five (5) meetings. |
| Terms and conditions of Appointment |
Joint Managing Director, liable to retire by rotation. |
| Last remuneration drawn | Remuneration drawn for the Financial year 2018-19 : INR 67,581,791 |
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Dr. Gopichand Katragadda as an Additional Director designated as an Independent Director with effect from December 04, 2018. In terms of Section 161 of the Companies Act, 2013 (the "Act"), Dr. Gopichand Katragadda will hold office up to the date of the 67th Annual General Meeting i.e. August 23, 2019. Dr. Katragadda has given a declaration that he meets the eligibility criteria provided under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that he is not disqualified from being appointed as a Director in terms of section 164 of the Act. The Company has received a notice in writing from a member under section 160(1) of the Act proposing appointment of Dr. Katragadda as a Director of the Company.
Dr. Katragadda, being eligible, is proposed to be appointed as an Independent Director for a term of five consecutive years from December 04, 2018, not liable to retire by rotation.
The terms & conditions of appointment of Independent Directors are available on the website of the Company viz., www.bosch.in and are also available for inspection by the members at the Registered Office of the Company during business hours on any working day (i.e. except Saturdays, Sundays & Public Holidays) up to the date of the Annual General Meeting.
Except for Dr. Katragadda, being the appointee, none of the Directors or Key Managerial Personnel of the Company and their relatives are in any way concerned or interested (whether financially or otherwise) in the resolution set out at Item No. 6 of the Notice.
The Board of Directors, considering the experience and expertise of Dr. Katragadda and based on recommendation of Nomination and Remuneration Committee, recommend the resolution at Item No. 6 of the Notice for approval of the members.
| Director Identification Number | 02475721 |
|---|---|
| Date of Birth | 08/05/1968 |
| Date of Appointment | 04/12/2018 |
| Qualification | BE degree in Electronics Engineering from Bangalore University MS, PhD degrees in Electrical Engineering from the Iowa State University |
| Experience | Dr. Gopichand Katragadda is the Founder and CEO of Myelin Foundry, an AI company with a vision to transform human experiences and outcomes in healthcare and media & entertainment. |
| Till January 2019, Dr. Katragadda was the Group Chief Technology Officer and Innovation Head of Tata Sons. At Tata Sons, he facilitated the development of pioneering products and services, strategic technology collaboration, and innovation across the \$100 Billion Tata Group. Previously, as the Chairman and Managing Director of GE India Technology Centre, he helped grow GE's largest R&D Centre – the John F. Welch Technology Centre, to be amongst the world's leaders in intellectual property generation. |
|
| Dr. Katragadda is the immediate past Chairman of the CII National Technology Committee and the CII Western Region Innovation Taskforce. He is a Fellow of the Institute of Engineering and Technology. He is a GE Certified Six Sigma Master Black Belt. Dr. Katragadda helped establish the Advanced Materials CoE at IIT Madras and the Advanced Manufacturing CoE at IIT-Kharagpur. He has framed the CII-Tata Communications Digital Transformation CoE. Dr. Katragadda also set up and managed the ongoing Tata research collaborations with Harvard and Yale. |
|
| Dr. Katragadda has authored a book on innovation titled "SMASH," currently in its second edition. He has over 30 journal publications, five patents, several invited presentations and citations of his research work. |
Brief profile of Dr. Gopichand Katragadda:
| Directorships held in other companies/body corporates |
Myelin Foundry Private Limited | |||
|---|---|---|---|---|
| Chairmanship / Membership of Committees held in companies/ body corporates |
Nil | |||
| Relationship with other Directors and Key Managerial Personnel |
Not related to any Director or Key Managerial Personnel of the Company. | |||
| Number of Equity Shares held in the Company |
41 | |||
| Number of Board Meetings attended during last Financial Year (2018-19) |
Five meetings of the Board of Directors were held during the Financial Year 2018- 19. Dr. Gopichand Katragadda attended one (1) meeting post his appointment. |
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| Terms and conditions of Appointment |
Independent Director, not liable to retire by rotation. | |||
| Last remuneration drawn | Remuneration drawn for the Financial Year 2018-19 | |||
| Commission | INR 792,500 | |||
| Aggregate Sitting Fees | INR 20,000 | |||
| Total | INR 812,500 | |||
The first term of five consecutive years as an Independent Director of Mr. Bhaskar Bhat expired on March 31, 2019. The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Bhaskar Bhat as an Additional Director designated as an Independent Director with effect from April 01, 2019. In terms of Section 161 of the Companies Act, 2013 (the "Act"), Mr. Bhaskar Bhat will hold office up to the date of the 67th Annual General Meeting i.e. August 23, 2019. Mr. Bhaskar Bhat has given a declaration that he meets the eligibility criteria provided under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that he is not disqualified from being appointed as a Director in terms of section 164 of the Act. The Company has received a notice in writing from a member under section 160(1) of the Act proposing appointment of Mr. Bhaskar Bhat as a Director of the Company.
The Nomination and Remuneration Committee of the Board of Directors, on the basis of performance evaluation carried out pursuant to Schedule II of the Listing Regulations, has recommended the appointment of Mr. Bhaskar Bhat as an Independent Director for a second term of five years with effect from April 01, 2019.
The Board, based on the performance evaluation of the directors and the recommendation of the Nomination and Remuneration Committee, considers that given the background, experience and contributions made by Mr. Bhaskar Bhat during his tenure, the continued association of him would be beneficial to the interests of the Company and it is desirable to continue to avail his services as an Independent Director. Accordingly, it is proposed to appoint Mr. Bhaskar Bhat as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of five years on the Board of the Company with effect from April 01, 2019.
Mr. Bhaskar Bhat has given a declaration that he meets the eligibility criteria provided under the Act and the Listing Regulations and that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director. The Company has received a notice in writing from a member under Section 160(1) of the Act proposing the appointment of Mr. Bhaskar Bhat as a Director of the Company.
The Company has also received declaration from Mr. Bhaskar Bhat that he meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act.
Mr. Bhaskar Bhat, being eligible, is proposed to be appointed as an Independent Director for a second term of 5 consecutive years from April 01, 2019, not liable to retire by rotation.
The terms & conditions of appointment of Independent Directors are available on the website of the Company viz., www.bosch.in and is also available for inspection by the members at the Registered office of the Company during business hours on any working day (i.e. except Saturdays, Sundays & Public Holidays) up to the date of the Meeting.
Except for Mr. Bhaskar Bhat, being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives are in any way concerned or interested (whether financially or otherwise) in the resolution set out at Item No. 7 of the Notice.
The Board of Directors, considering the experience and expertise of Mr. Bhaskar Bhat and based on recommendation of Nomination and Remuneration Committee, recommend the Resolution set out at Item No. 7 of the Notice for the approval of the members as a Special Resolution.
Brief profile of Mr. Bhaskar Bhat:
| Director Identification Number | 00148778 | |||
|---|---|---|---|---|
| Date of Birth | 29/08/1954 | |||
| Date of Appointment | 01/04/2019 | |||
| Qualification | • Mechanical Engineering from IIT Madras • PGDBM from IIM Ahmedabad |
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| Experience | Mr. Bhaskar Bhat is currently the Managing Director of Titan Company Limited. | |||
| Mr. Bhat began his career in 1978 as a management trainee at Godrej & Boyce Manufacturing Company. After spending five years with Godrej, he joined Tata. Since then he has been associated with Titan Company Limited. Mr. Bhat has been in Titan since its inception and has engineered the creation of many brands including pioneering the concept of franchising and retailing in Watches, Jewellery, Eyewear, and Precision Engineering. |
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| Titan Company Limited has grown to become the largest watch manufacturer in India and the fifth largest in the world. Under Mr. Bhat's leadership, the Company has enlarged its portfolio and has extended its market now to Eyewear, Accessories, Fragrances and is exploring Sarees. The market cap of Titan Company has grown exponentially to a 10 Billion USD in 2018 and is now the third largest in the Tata Group. |
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| Mr. Bhat is the Governing Council of TA Pai Management Institute and National Institute of Design. He has been awarded with the Distinguished Alumunus Award at IIT, Madras. |
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| Directorships held in other companies/body corporates |
• Titan Company Limited • Trent Limited • Titan Engineering & Automation Limited • Rallis India Limited • Tata Chemicals Limited • Montblanc India Retail Private Limited • Tata SIA Airlines Limited • Carat Lane Trading Private Limited • Tata Sons Private Limited |
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| Chairmanship / Membership of Committees held in companies/ body corporates |
(a) Titan Company Limited – Member of Board Ethics Committee, Corporate Social Responsibility Committee, Risk Management Committee & Stakeholders' Relationship Committee (b) Trent Limited – Member of Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Executive Committee (c) Tata Chemicals Limited - Member of Nomination and Remuneration Committee (d) Rallis India Limited –Member of Nomination and Remuneration Committee (e) Tata SIA Airlines Limited – Member of Audit Committee |
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| Relationship with other Directors and Key Managerial Personnel |
Not related to any Director or Key Managerial Personnel of the Company. | |||
| Number of Equity shares held in the Company |
Nil | |||
| Number of Board Meetings attended during last Financial Year (2018-19) |
Five meetings of the Board of Directors were held during the Financial Year 2018- 19. Mr. Bhaskar Bhat attended four (4) meetings. |
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| Terms and conditions of Appointment |
Independent Director, not liable to retire by rotation. | |||
| Last remuneration drawn | Remuneration drawn for the Financial Year 2018-19 | |||
| Commission | INR 2,745,000 | |||
| Aggregate Sitting Fees | INR 120,000 | |||
| Total | INR 2,865,000 |
The first term of five consecutive years as an Independent Director of Mr. Bernhard Steinruecke expired on March 31, 2019. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Bernhard Steinruecke as an Additional Director designated as an Independent Director with effect from April 01, 2019. In terms of Section 161 of the Companies Act, 2013 (the "Act"), Mr. Steinruecke will hold office up to the date of the 67th Annual General Meeting i.e. August 23, 2019. Mr. Steinruecke has given a declaration that he meets the eligibility criteria provided under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that he is not disqualified from being appointed as a Director in terms of section 164 of the Act. The Company has received a notice in writing from a member under section 160(1) of the Act proposing appointment of Mr. Steinruecke as a Director of the Company.
The Nomination and Remuneration Committee of the Board of Directors, on the basis of performance evaluation carried out by the Directors pursuant to Schedule II of the Listing Regulations, has recommended the appointment of Mr. Steinruecke as an Independent Director for a second term of five years with effect from April 01, 2019.
The Board, based on the performance evaluation of the directors and the recommendation of the Nomination and Remuneration Committee, considers that given the background, experience and contributions made by Mr. Bernhard Steinruecke during his tenure, the continued association of him would be beneficial to the interests of the Company and it is desirable to continue to avail his services as an Independent Director. Accordingly, it is proposed to appoint Mr. Bernhard Steinruecke as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) years on the Board of the Company with effect from April 01, 2019.
Mr. Bernhard Steinruecke has given a declaration that he meets the eligibility criteria provided under the Act and the Listing Regulations and that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director. The company has received a notice in writing from a member under Section 160(1) of the Act proposing the appointment of Mr. Bernhard Steinruecke as a Director of the Company.
The Company has also received declaration from Mr. Bernhard Steinruecke that he meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act.
Mr. Bernhard Steinruecke, being eligible, is proposed to be appointed as an Independent Director for a second term of 5 consecutive years from April 01, 2019, not liable to retire by rotation.
The terms & conditions of appointment of Independent Directors are available on the website of the Company viz., www.bosch.in and is also available for inspection by the members at the Registered office of the Company during business hours on any working day (i.e. except Saturdays, Sundays & Public Holidays) up to the date of the Meeting.
Except for Mr. Steinruecke, being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives are in any way concerned or interested (whether financially or otherwise) in the resolution set out at Item No. 8 of the Notice.
The Board of Directors, considering the experience and expertise of Mr. Steinruecke and based on recommendation of Nomination and Remuneration Committee, recommend the Resolution set out at Item No. 8 of the Notice for the approval of the members as a Special Resolution.
| Director Identification Number | 01122939 |
|---|---|
| Date of Birth | 29/06/1955 |
| Date of Appointment | 01/04/2019 |
| Qualification | Law and Economics in Vienna |
| Experience | Mr. Steinruecke did his internship and the secondary state examination in law at the Hanseatic Higher Regional Court. In the interim, Mr. Steinruecke specialized in tax law and auditing and worked with the former company of what is today PwC - Price waterhouse Coopers. |
| In 1984 he joined Deutsche Bank AG, initially as a trainee. He was then Assistant to the Executive Board Member Dr. Herbert Zapp from 1986 to 1989. In 1989 he became a member of the Management Board of Deutsche Bank in Idar-Oberstein and in 1991, General Manager of Deutsche Bank in Colombo, Sri Lanka. This was followed by his first posting to India as General Manager of Deutsche Bank Mumbai and Joint Chief Executive Officer - India. During this period he was also a Committee Member and Treasurer of the Indo-German Chamber of Commerce. From 1997 to 2003, Mr Steinruecke was the Managing Partner and Spokesperson on the board of ABC- Privatkundenbank with its headquarters in Berlin. |
Brief profile of Mr. Bernhard Steinruecke is given below:
| Since July 2003, Mr. Steinruecke has been the Director General of the Indo-German Chamber of Commerce. He is on the board of various Indo-German and Indian Companies, Chairman of the German International School in Mumbai. |
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|---|---|---|---|---|
| Since 2013, he is the Program Ambassador of the German Chancellor's Fellowship Program of the Alexander von Humboldt Foundation in India and since 2016, the world speaker of the AHK – Association of German Chambers of Commerce and Industry Abroad. |
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| Directorships held in other companies/body corporates |
• Zodiac Clothing Company Limited • HDFC Ergo General Insurance Company Limited • Apollo Munich Health Insurance Company Limited • Nuernbergmesse India Private Limited • The Indo German Chamber of Commerce |
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| Chairmanship / Membership of Committees held in companies/body corporates |
(a) HDFC Ergo General Insurance Company Limited – Risk Management Committee (Chairman), Audit Committee (Member) and Nomination and Remuneration Committee (Member) (b) Apollo Munich Health Insurance Company Limited - Nomination and Remuneration Committee (Chairman) and Audit Committee (Member) (c) Zodiac Clothing Company Limited – Forex Committee (Member) |
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| Relationship with other Directors and Key Managerial Personnel |
Not related to any Director or Key Managerial Personnel of the Company. | |||
| Number of Equity Shares held in the Company |
Nil | |||
| Number of Board Meetings attended during last Financial Year (2018-19) |
Five meetings of the Board of Directors were held during the Financial Year 2018-19. Mr. Steinruecke attended four (4) meetings. |
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| Terms and conditions of Appointment |
Independent Director, not liable to retire by rotation. | |||
| Last remuneration drawn | Remuneration drawn for the Financial Year 2018-19 | |||
| Commission | INR 2,707,500 | |||
| Aggregate Sitting Fees | INR 120,000 | |||
| Total | INR 2,827,500 |
The Board of Directors, on recommendation of the Audit Committee, at their meeting held on May 21, 2019, appointed Messrs. Rao, Murthy & Associates, Cost Accountants as Cost Auditors of the Company to audit the cost records of the Company for the Financial Year 2019-20 at a remuneration of INR 600,000 (Rupees Six Lakhs only) excluding applicable taxes and reimbursement of out of pocket expenses, at actuals incurred in connection with Cost Audit.
In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor requires ratification by the Members of the Company. Accordingly, consent of the members is sought by passing an Ordinary Resolution as set out at Item No. 9 of the Notice.
The Board of Directors recommend the Ordinary Resolution set out at Item No. 9 of the Notice, for approval of Members.
None of the Directors or Key Managerial Personnel of the Company, or their relatives are in any way concerned or interested (financially or otherwise) in the resolution set out at Item No. 9 of the Notice.
Attention of Members is invited to the Company's letter dated June 29, 2018 to Stock Exchanges, vide which it was informed that the Bosch Group world-wide intends to realign its Packaging Business ("PA"). This realignment of the PA division will improve the division's growth prospects in a market characterized by tough competition and cost pressure.
At the meeting of the Board of Directors held on May 21, 2019, the Board has approved the proposal of transfer of Company's Packaging Technology Business along with all its employees, assets and liabilities as a going concern and by way of a slump sale to a subsidiary of Robert Bosch Packaging Technology GmbH. This is intended to be carried out in two phases. In the first phase, PA division will be carved out to a new entity under a common holding company for PA division worldwide. In the second phase a joint venture partner or a buyer will be identified and accordingly the said business will be transferred. The proposed re-alignment would enable the PA business to tap into additional growth opportunities in those regions in which it does not yet have such a broad presence. Finding a partner or buyer for the Packaging Technology Business will make it possible for the Bosch Group to devote more attention to other strategic areas.
The Packaging Technology Division is a provider of packaging solutions for the food and confectionery industries. The range includes individual machines, system solutions including secondary packaging and a comprehensive service portfolio.
PA Business globally is characterized by tough competition and cost pressure. Packaging technology is not a core Bosch business. Due to dependence on PA global for technology and Intellectual Properties (IP), local business cannot be run profitably on standalone basis. Packaging division in India operates in a very competitive environment, competing with Small and Medium Enterprise (SMEs) with structural advantages. Even the margins in this business are very low. Hence, it has been thought fit to globally re-align the said business by seeking a joint venture partner or a buyer for opening up additional growth potential and enabling further expansion of international presence. The proposed re-alignment would enable the global PA business additional growth opportunities.
The PA Business in India ("PA-IN") constitutes approximately 1.4% of the total business of the Company. The sale of PA-IN is in line with the global realignment, will allow the Company to sharpen its focus on transformation of the Bosch Group and its future digitalization strategy, including the internet of things and to pool its resources accordingly.
Mr. Chinmaya. AM, Partner, Guru & Jana Chartered Accountants, were appointed as the Registered Valuer. KPMG India Private Limited ("KPMG") were appointed for carrying out an independent valuation of Packaging Technology business. In addition, Ernst & Young Merchant Banking Services LLP ("EY") were engaged to provide a fairness opinion on the Valuation Report. Mr. Chinmaya. AM, has estimated an enterprise value of INR 1446 million for PA-IN and EY has opined that the same is fair and reasonable. The Audit Committee and the Board at its Meeting held on May 21, 2019, approved the sale and transfer of PA-IN along with all its employees as a going concern on a slump sale basis to a subsidiary of Robert Bosch Packaging Technology GmbH, Germany. Based on the recommendation of the Audit Committee, the Board has fixed a lump sum consideration of INR 1446 million for the transfer of PA-IN subject to necessary adjustments in working capital values between May 20, 2019 (valuation date) and the effective date of transfer of PA-IN. In addition to the enterprise value, a contingent consideration is agreed in case the implicit sale price of PA-IN is higher than above stated enterprise value on account of sale (partially or full) of global PA business to a third party and the global sale happens within 18 months from the approval of the Board of Bosch Ltd for sale of PA-IN. The Board is of the opinion that the said sale is in the interest of the Company, Shareholders, Customers, Employees and other Stakeholders.
The copy of the aforesaid reports of Mr. Chinmaya. AM, KPMG and EY are available for inspection in physical and in electronic form upto the date of declaration of results. Physical copy of the reports are available for inspection at the registered office during any working day (except Saturdays, Sundays & Public Holidays) between 10.00 a.m. IST to 5.00 p.m IST up to the date of the meeting. In case any member is desirous of inspecting the aforementioned reports in electronic form, may write to the Company at [email protected].
Information pursuant to Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014:
| Sl. No. |
PARTICULARS | REMARKS | ||
|---|---|---|---|---|
| 1. | Name of the Related party | The buyer 'Robert Bosch Packaging Technology India Private Limited' is a subsidiary of Robert Bosch Packaging Technology GmbH, Germany. |
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| 2. | Nature of Relationship | The proposed buyer, 'Robert Bosch Packaging Technology India Pvt. Ltd'., is a subsidiary of Robert Bosch Packaging Technology GmbH, Germany, which is a subsidiary of Robert Bosch GmbH, Germany – holding company of the Company. It is a related party within the meaning of Section 2(76) of the Companies Act, 2013 |
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| 3. | Nature, material terms, monetary value and particulars of the contract or arrangement |
1. Sale of business is on slump sale basis for an aggregate consideration of INR 1446 million subject to necessary adjustments in working capital values between May 20, 2019 (valuation date) and the effective date of transfer; 2. In the event the global PA business is sold to a third party (either partially or full), on or before 18 (eighteen) months from the date of approval of the Board for sale of PA-IN, resulting in the implicit sale price of PA-IN being higher than the price at which the Company is currently selling PA-IN, the Company shall then be entitled to an additional consideration equal to the difference between the implicit price agreed with the third party for the PA IN and the current sale consideration. |
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| 4. | Name of the Director or Key Managerial Personnel who is related and nature of relationship, if any |
None | ||
| 5. | Whether the transactions have been approved by Audit Committee |
Yes | ||
| 6. | Any other information relevant or important for the Members to take a decision on the proposed resolution |
All relevant information have been mentioned in the foregoing paragraphs. |
The said transaction being with a related party and not in the ordinary course of business, requires the approval of Shareholders by way of an Ordinary Resolution under Section 188 of the Act. Robert Bosch GmbH, holding company, has decided to abstain from voting.
None of the Directors and/or any Key Managerial Personnel of the Company and/or their relatives are concerned or interested (financially or otherwise) in this Resolution.
The Board of Directors recommend the Ordinary Resolution set out at Item No. 10 of the Notice, for approval of Members.
By Order of the Board
July 18, 2019 Rajesh Parte Bengaluru Company Secretary & Compliance Officer
ROUTE MAP

Bosch Limited
(CIN: L85110KA1951PLC000761) Registered Office: Hosur Road, Adugodi, Bengaluru -560 030
Tel: +91 80 6752 1750, 6752 2315 website: www.bosch.in e-mail: [email protected]
| Name of the member(s) | : | ||
|---|---|---|---|
| Registered address | : | ||
| E-mail ID | : | ||
| Folio No. / DP ID-Client ID* | : |
I/We, being the member(s) of ............................................................................................ shares of the above named company, hereby appoint
| (1) | Name: | Address: | |
|---|---|---|---|
| E-mail Id: | Signature: | or failing him; | |
| (2) | Name: | Address: | |
| E-mail Id: | Signature: | or failing him; | |
| (3) | Name: | Address: | |
| E-mail Id: | Signature: | or failing him; |
as my/our proxy to attend and vote (either on poll or through e-voting) for me/us and on my/our behalf at the 67th Annual General Meeting of the Company, to be held on August 23, 2019 at 3.00 p.m. at Bosch Limited, Hosur Road, Adugodi, Bengaluru - 560 030 and at any adjournment thereof in respect of such resolutions as are indicated below:
| Sl. No. |
Resolutions | Type of Resolution |
For | Against |
|---|---|---|---|---|
| ORDINARY BUSINESS | ||||
| 1. | Adoption of Financial Statement (Standalone and Consolidated) for the financial year ended March 31, 2019 |
Ordinary | ||
| 2. | Declaration of dividend | Ordinary | ||
| 3. | Re-appointment of Mr. Soumitra Bhattacharya (DIN : 02783243) as a Director | Ordinary | ||
| 4. | Re-appointment Mr. Peter Tyroller (DIN : 06600928) as a Director | Ordinary | ||
| SPECIAL BUSINESS | ||||
| 5. | Re-appointment of Dr. Andreas Wolf (DIN : 07088505) as Joint Managing Director | Ordinary | ||
| 6. | Appointment of Dr. Gopichand Katragadda (DIN: 02475721) as Director designated as an Independent Director |
Ordinary | ||
| 7. | Appointment of Mr. Bhaskar Bhat (DIN: 00148778) as Director designated as an Independent Director for second term |
Special | ||
| 8. | Appointment of Mr. Bernhard Steinruecke (DIN: 01122939) as Director designated as an Independent Director for second term |
Special | ||
| 9. | Ratification of remuneration payable to Cost Auditors | Ordinary | ||
| 10. | Sale of Packaging Technology Business | Ordinary |
Signed this ................................................................. day of ............................................... 2019
Affix Revenue Stamp
Signature of Proxy holder(s) Signature of shareholder
Notes :
- 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting and such proxy need not be a member of the Copany.
-
- For the Resolutions, Explanatory Statement and Notes, please refer to Notice of the 67th Annual General Meeting.
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- Proxy to vote in the manner as indicated in the box above. It is optional to put a 'ü' in the appropriate column against the resolutions indicated in the box. If you leave the 'For' or 'Against' column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
-
- Please complete all details including your membership details in above box before submission. Blank/Incomplete Proxies shall be considered as invalid.
-
- *Applicable for investors holding shares in electronic form.
THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
BOSCH LIMITED
(CIN: L85110KA1951PLC000761) Registered Office : Hosur Road, Adugodi, Bengaluru-560030, Karnataka, India Tel No.: +91 080 67521750, 67525009, 67522315; Website: www.bosch.in; e-mail: [email protected]
ATTENDANCE SLIP
67th ANNUAL GENERAL MEETING Day: Friday: Date: August 23, 2019 Time: 3.00 p.m. Place: Registered Office of the Company, situated at Hosur Road, Adugodi, Bengaluru - 560 030
I hereby record my presence at the 67th Annual General Meeting of the Company.
. . . . . . . . . . . . . . . . . . . . Member's Folio No./DPID-Client ID No. Member's/Proxy's name in Block Letters Member's/Proxy's Signature
Sign this attendance slip and hand it over at the venue of the meeting.
The Electronic voting particulars are set out below:
| EVSN (Electronic Voting Sequence Number) |
USER ID | PASSWORD |
|---|---|---|
Please refer Notice of AGM for instructions on remote e-voting.



BOSCH
Invented for life
Annual Report 2018-19 SMART MOVES



COMPANY INFORMATION
Key Managerial Personnel
Soumitra Bhattacharya Managing Director
Andreas Wolf Joint Managing Director
Jan Oliver Röhrl Chief Technical Officer & Executive Director
S.C. Srinivasan Chief Financial Officer & Whole-time Director (Alternate Director)
Raiesh Parte Company Secretary & Compliance Officer
Auditors
Deloitte Haskins & Sells LLP Firm Registration Number: 117366W/W-100018
Bankers
State Bank of India Canara Bank HDFC Bank Limited Citibank, N.A. Deutsche Bank AG
Registered Office
Hosur Road Adugodi Bengaluru - 560 030
Stock Exchanges
BSE Limited (Scrip code-500530) Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001
National Stock Exchange of India Limited (Symbol - BOSCHLTD) Exchange Plaza, Bandra-Kurla Complex Bandra (E) Mumbai - 400 051
Registrar & Transfer Agent
Integrated Registry Management Services Pvt. Ltd. No. 30, Ramana Residency 4th Cross, Sampige Road Malleswaram Bengaluru - 560 003
Audit Committee
S.V. Ranganath, Chairman V. K. Viswanathan Bernhard Steinruecke Bhaskar Bhat Hema Ravichandar
Stakeholders' Relationship Committee
Hema Ravichandar, Chairperson Bernhard Steinruecke V. K. Viswanathan Bhaskar Bhat Gopichand Katragadda Soumitra Bhattacharya
Nomination and Remuneration Committee
Bernhard Steinruecke, Chairman V. K. Viswanathan Bhaskar Bhat Hema Ravichandar Gopichand Katragadda
Corporate Social Responsibility Committee
Bhaskar Bhat, Chairman S.V. Ranganath Hema Ravichandar Gopichand Katragadda Soumitra Bhattacharya Andreas Wolf
Risk Management Committee
Soumitra Bhattacharya, Chairman Andreas Wolf S.C. Srinivasan
CONTENTS


Board of Directors 6
Chairman's Letter 7
12
Financials at a 38
Glance
Managing Director's Message
8
41
Directors' Report including Manangement Discussion and Analysis
Smart Moves
59
Annexures to the Report of Directors
Consolidated Financial Statements 136
83
Standalone Financial Statement
182
Report on Corporate Governance
Business Responsibility Report 198
208
Offices

About Bosch Group

The Bosch Group is a leading global supplier of technology and services. It employs roughly 410,000 associates worldwide (as of December 31, 2018). The company generated sales of 78.5 billion euros in 2018. Its operations are divided into four business sectors: Mobility Solutions, Industrial Technology, Consumer Goods, and Energy and Building Technology. As a leading loT company, Bosch offers innovative solutions for smart homes, smart cities, connected mobility, and connected manufacturing. It uses its expertise in sensor technology, software, and services, as well as its own IoT cloud, to offer its customers connected, cross-domain solutions from a single source.
The Bosch Group's strategic objective is to create solutions for a connected life. Bosch improves quality of life worldwide with products and services that are innovative and spark enthusiasm. In short, Bosch creates technology that is "Invented for life." The Bosch Group comprises Robert Bosch GmbH and its roughly 460 subsidiary and regional companies in over 60 countries. Including sales and service partners, Bosch's global manufacturing, engineering, and sales network covers nearly every country in the world. The basis for the company's future growth is its innovative strength. At nearly 130 locations across the globe, Bosch employs some 68,700 associates in research and development.
About Bosch in India

In India, Bosch is a leading supplier of technology and services in the areas of Mobility Solutions, Industrial Technology, Consumer Goods, and Energy and Building Technology. Additionally, Bosch has in India the largest development centre outside Germany, for end to end engineering and technology solutions. The Bosch Group operates in India through twelve companies, viz, Bosch Limited, Bosch Chassis Systems India Private Limited, Bosch Rexroth (India) Private Limited, Robert Bosch Engineering and Business Solutions Private Limited, Bosch Automotive Electronics India Private Limited, Bosch Electrical Drives India Private Limited, BSH Home Appliances Private Limited, ETAS Automotive India Private Limited, Robert Bosch Automotive Steering Private Limited, Automobility Services and Solutions Private Limited, Newtech Filter India Private Limited, Mivin Engg.Technologies Private Limited, PreBo Automotive Private Limited and Precision Seals, In India, Bosch set-up its manufacturing operation in 1951, which has grown over the years to include 18 manufacturing sites, and seven development and application centres. Bosch Group in India employs over 31,000 associates and generated consolidated revenue of about ₹21,450 crores* (2.66 billion euros) in 2018 of which ₹15,824 crores*(1.96 billion euros) from third party. The Group in India has close to 18,000 research and development associates.
In India, Bosch Limited is the flagship company of the Bosch Group. It earned revenue of over ₹12,460 crores (1.54 billion euros) in 2018. Additional information can be accessed at www.bosch.in

Board of Directors

V.K. Viswanathan Chairman, Non-Executive Non-Independent Director

Peter Tyroller Non-Executive Non-Independent Director

Bernhard Steinruecke Independent Director

Renu S. Karnad Independent Director (upto september 25, 2018)

Bhaskar Bhat Independent Director

Hema Ravichandar Independent director

S.V. Ranganath Independent Director (From July 01, 2018)

Gopichand Katragadda Independent Director (From December 04, 2018)

Andreas Wolf Joint Managing Director, Bosch Limited

Soumitra Bhattacharya Managing Director

S.C. Srinivasan (Alternate Director to Chief Financial Officer & Whole-time Director Peter Tyroller From July 01, 2018)

Jan O. Roehrl Chief Technology Officer & Executive Director, Bosch Limited
Dear Shareholders,
The global economy faces many uncertainties and headwinds. Escalating trading tensions, increasing nationalistic approaches (as opposed to globalization) and Brexit related issues have necessitated reshaping of global business models. Additionally, rapid growth of digital economy, increasing usage of automation, artificial intelligence and internet of things and services, emergence of disruptive technologies and business models and renewed focus on clean and green environment force new challenges and offers unprecedented growth opportunities.
Clearly, Indian economy has its own characteristics but it is also impacted by the global developments outlined above. The recent general elections have ensured political stability, continuity of economic reforms and predictable policy environment. While our broader economic indicators are looking stable with GDP estimated to grow at 7% for FY 2019-20, moderate inflation, sufficient foreign currency reserves, stable exchange rate and benign crude oil prices, there are economic headwinds as well. Challenges such as slowing economy leading to lower consumption, agrarian and rural distress, growing under and unemployment, stagnant exports and acute credit shortage call for innovative policy reforms in agricultural and labour sectors and greater emphasis on private investment in infrastructure and manufacturing. This will accelerate job creation and promote higher exports.
The Indian automotive industry which contributes 7 percent of the country's GDP and employs 37 million people is currently witnessing a sharp cyclical slowdown. As though this challenge is not difficult enough, the transition from BS IV to BS VI emission norms across the country with effect from April 2020, will entail major technological changes and compel manufacturers and dealers to carefully plan their inventory levels pre and post the emission norms change.
Your Company will adopt a two pronged approach, making the current internal combustion engines (ICEs) greener and more fuel efficient whilst simultaneously working towards electrification. I am pleased to inform you that your company stands at the forefront of such a transformation by closely working with all its customers for a smooth implementation of BS VI emission norms and electrification initiatives.
The financial results for FY 2018-19 can be seen in the enclosed Annual Report. You will note that despite the slowdown in the automotive sector in the second half of the financial year, sales grew by 4.9% over the previous financial year and Profit after Tax by 16%. In addition to higher dividend payout, your Company has, in February this year, also bought back 10,27,100

equity shares of the face value of INR 10 each at a price of INR 21,000 per share thereby returning INR 21.569 million to the shareholders.
Our innovations and initiatives in the mobility and bevond mobility sectors will continue and accelerate. Our deep knowledge of local markets and customer insights, availability and access to cutting edge and relevant technology, engineering and executional excellence backed by high quality human resources will enable your company to continue to play its meaningful role in nation building and skill development.
Dear shareholders, as we end another financial year, we reflect on all that your Company has achieved so far. And as we continue to work with bigger innovations and a stronger commitment towards a better India, I thank you for your continued support and trust in us.
Best Regards,
V. K. Viswanathan Chairman, Board of Directors, Bosch Limited
Dear Shareholders,
As one of the faster-growing economies, India is on the road to massive positive transformation. The country's improving economic scenario has invited global investments, with multiple organizations making and funding in India. With the re-elected Modi government, I am confident that several government initiatives will catalyze this transformation both, within the country and through collaborations with global players.
The country's current GDP rate of 6.8 percent is a challenge to retain in the coming years even though the Foreign Direct Investment (FDI) inflow reached US\$ 409.15 billion during the eight-year period, from 2010 to 2018. Interestingly the maximum contribution has been in the sectors of construction, automobiles, and IT industries, yet displaying a slowdown of the economy especially in the automotive industry in recent times.
At Bosch Limited, we are strongly committed to realizing the nation's vision through empowering not just our own organization but also players across industries to leverage opportunities and competencies and turn India's growth vision into a reality. 'Lakshya', Bosch India's initiative for its future proofing, focuses on five pillars - Customer Centricity, Collaboration, Start-up Culture, People Centricity and Sustainable growth; Bosch endeavours to provide technologies and solutions to equip India to find a place amongst the top global economies within the next few decades.
After nearly a decade long growth, the automotive sector in India has finally started to witness a severe slowdown. The Indian auto industry registered a decline across all four segments in the first quarter of 2019. While the sales of passenger vehicles declined by 10 percent, the production of commercial vehicles slumped by 9.5 percent and two and three-wheelers by 4.7 and 11.5 respectively. Almost 85 percent of our revenues are driven from the mobility segment and with negative market sentiments, the near future of the automotive sector appears grim. However, we are hopeful that the market will be on track and with upcoming legislative changes (safety, emissions, etc.), we expect the growth curve to start inching upwards again. It is therefore extremely important to be fully focused and support customers in these times of transformation, which Bosch is fully committed to while facing the current slowdown in 2019-20.
Bosch would continue focusing and strengthening our core business while venturing into adjacencies and new growth opportunities. This year's annual report is based on the theme 'Smart Moves' that we have successfully showcased in various sectors in the last financial year.
Ushering in a new era for the country with smart moves across industries
At the crux, multiple industries must work in tandem to achieve India's socio and economic goals and impact the quality and standard of living. Bosch's 132 years of legacy, our domain expertise, a pro-innovation approach, and capabilities to lead transformations not just in ourselves, but also within our partner networks, make us a key contributor. Further, we're one of the fastest transforming leaders in the Automotive, Energy Efficiency, Smart Manufacturing, and Social Engagement - with an ability to create a large-scale ripple effect in other domains.
India's intent to achieve 40% of its energy from non-fossil sources will generate massive changes in various industries, including the fast changing automotive sector. While focusing on advancing our core offering of the Internal Combustion Engine (ICE), we also need to collectively devise solutions to create an automated, connected, and electrified automobile ecosystem. Electrification may soon become a living reality with mass adoption in 2-wheeler, 3-wheeler, and intra city buses followed by car fleets in the next 5 to 10 years. To prepare for such a future, Bosch's in-house start-up Project House Electrification, conducted a test drive by converting a diesel-powered vehicle to one fitted with an electric powertrain. Its success points towards electrifying the logistics chain, and similar adoption abilities for passenger vehicles. This demonstration in a short period of time illustrates Bosch's technological ability and willingness to participate in the Electrification story of India.
However, it may still take more than a decade to reach a 25 percent share in the mobility segment. And while we continuously work towards building that future, we would also work on hybrid solutions which provide the best of both worlds. A hybrid solution may also be conducive for players to ease into. Coexistence of Electric Vehicles with Internal Combustion Engines propelled by diesel, gasoline and alternative fuels such as natural gas, ethanol and its blends is the best approach at present. Bosch Automotive Aftermarket is also focusing more than ever on the range of connected products and services. With high quality auto parts, world-class service and state-of-the-art diagnostic equipment, this division keeps the vehicles up and running smoothly.
Another consideration that automotive players must factor in is the increasing amount of time spent in vehicles, invoking the need to make them safer and connected. With parallel infrastructural developments, Bosch also aims to ensure a higher level of safety by innovating new solutions. We are proud of our solutions such as the Engine

Management System from Bosch Limited that enables the mechanism to work flawlessly. The theory was also comprehensively tested with a unique travel expedition, 'Polar Odyssey' powered by Bosch. Three motorcycling enthusiasts, one being a Bosch employee ventured on a lifetime journey on an Indian motorcycle with Bosch Limited technology, from one pole to the other over a span of 95 days without a single breakdown.
One of the national goals is to increase renewable energy capacity to 100 GW by 2022, but its achievability depends on implementation of energy solution across industrial units. Besides environmental benefits, alternate energy sources are also economical, as is reflected by one of the projects undertaken by our Energy Efficiency department. The project entailed working closely with Honda Motorcycles and Scooter India to install solar power plants across most of its locations and implementing energy efficiency solutions. This subsequently resulted in a 56% cost benefit and improved green image of the company by reducing CO2 emission by 67.5 tons.
Bosch globally has been gearing up to reduce its carbon footprint internally. Starting in 2020, Bosch will compensate for any residual and unavoidable carbon emissions primarily through purchasing green power from legacy plants and participating in carbon offset programs. Despite the massive associated investment, this smart move wouldn't just benefit Bosch, but all of mankind. Bosch Limited will also follow the Bosch global footsteps to become carbon neutral by 2020.
Digitizing India's framework for improved connectivity and optimized capabilities
The aim of building a connected tomorrow is contingent upon a widespread adoption of digital initiatives. Through proactive steps to reach remote areas and put them on the digital map to ensure better man-machine connectivity through Artificial Intelligence, Bosch is emerging as a key contributor in realizing India's digital transformation goals. Whether it is integrating superior safety mechanism through our sensor-based surveillance devices such as AVIOTECH, or shaping the technical development of the construction industry with our power tools portfolio, Bosch strives towards securing the present landscape while paving ways for building and maintaining the concept of better India.
Our mission is to digitize processes, upskill internal stakeholders, and devise new innovations and solutions that adhere to the underlined needs of building a truly digital India.
Upgrading lives and tackling environmental challenges through social engagements
Bosch has always taken immense pride in our proactive and impactful contribution to society. Whether it is through empowering people or facilitating a better ecosystem, Bosch strives to stay at


Pro-digitization approach in our internal workings

Becoming a leader in automotive, energy efficiency, smart manufacturing, and social engagement domains

Upgrading lives tackling environmental challenges through social engagements
Investment increased by 29.7% to ₹597 crores in 2018-19 Total revenue from operations grew by 4.9 percent to ₹12,258 crores
The Net Profit after Tax (PAT) is ₹1,598 crores, an increase of 16.6 percent over the previous year

the forefront of heralding changes that impact India's stance from a macro and micro perspective. As an environmentally conscious organization, we take stringent steps to not only reduce our carbon footprints but also enable our surrounding to become cleaner and greener. Our recent engagement with the Lalbagh Garden in Bangalore, wherein we installed aerators in the lake, solar power plants, optimized waste management and parking space resulted in better infrastructural outcomes and lower CO2 emissions.
To bridge the gap between the increasing number of labour and unemployment in the country, Bosch has undertaken the task to skill employable youth. One of our integral initiatives, BRIDGE gives school dropouts a chance to become job ready through industry and skill-centric programs.
Conclusion
As we embrace ourselves for worse market conditions in the automotive sector, our efforts may pan across different spheres but collectively, they lead to one core mission-'enabling India in its transformation journey'. Through solutions, technologies, ground-level social involvement, knowledge sharing, and leading by example, Bosch Limited is setting the right tone and charting the right framework for a future that will positively impact India's position as a global power.
As a globally leading supplier of technology and services, we will continue to offer beneficial solutions to improve the quality of people's lives and shape the connected world, both in India and beyond in a smart way.
Farancag
Soumitra Bhattacharva Managing Director, Bosch Limited & President, Bosch Group, India
SMARTER INNOVATIONS FOR A SAFER, CONNECTED, AND SUSTAINABLE MOBILITY ECOSYSTEM $\rightarrow$ > > >

rbanization in India has spearheaded the nation's growth and favourably impacted India's position as a leading global player. However, it also tagged along a fair share of environmental and economic challenges especially, in the realm of mobility. To create a futurefavorable mobility ecosystem, the need of the hour is to upgrade the current Internal Combustion Engines (ICE) and use alternative fuels and propulsion options that focus on a CO2 neutral ecosystem while simultaneously exploring optimization through a connected and digital infrastructure.
Bosch has always been at the forefront of the changing mobility landscape. In 1950, Bosch (then MICO) facilitated the growth of Indian Railways by developing indigenous and high-precision equipment for diesel engines. Today, the Indian Railways is one of the fourth largest railway networks in the world covering an expanse of 69,182 kilometer. As India stands at the brink of another mobility revolution, Bosch is catalyzing that growth with solutions panning macro and micro aspects. The company has a clear vision to build a connected, automated, and electrified mobility landscape through a combination of a leading stance in the mobility sphere and end-to-end engineering technology solutions.
India is the only country to leapfrog from BSIV to BSVI. This, in itself, is a mobility revolution in the making. Strict enforcement of BS-VI, with Real Driving Emissions (RDE) and in-use-compliance, will be a game changer in terms of emissions.

While devising new mobility solutions for the future. Bosch believes that a congruent co-existence of electrified solutions and traditional ICEs is the way forward. We constantly strive to resolve current mobility issues through innovative solutions for both. ICF and Flectric
powertrain. For instance, in the race to reduce emission levels. Bosch's latest diesel technology has proven to drastically reduce nitrogen oxide (NOx) emissions below the mandated emission limits. Realization in India is subject to the availability of technology and quality of fuel in the country.
Jan O. Roehrl,
Chief Technology Officer & Executive Director, Bosch Limited

Bosch is currently evolving from being a leading automotive component manufacturer to a technology enabler, pioneering solutions in the mobility landscape. This shifting gear is clearly exhibited through some of our recent innovations that fuel the vision of an electrified, automated, and connected future.
Electrification: Good for India's environment, better for India's economy
Electrification has undoubtedly emerged as the primary choice in order to initiate India's strong intent to create an emission-free mobility ecosystem. However, adoption of electrified passenger vehicles may take much longer due to multiple reasons, such as the necessary infrastructure, range uncertainty, etc. The story, however, is different for commercial vehicles, it is anticipated that light commercial vehicles, especially those engaged in logistics, are likely to be early adopters, due to better economic benefits. With a rampant increase in consumer preference for online purchase over brick-and-mortar shopping, coupled with decreasing patience between the click-to-delivery stage, the quantum of vehicles have multiplied manifold.
To electrify the last mile logistics segment, Bosch Limited's in-house start-up, Project House Electrification, kick-started the CARRY project. The Project House Electrification was set up in 2018 to develop full liner Electrification solutions for the Indian market. A team of over 20+ associates work towards developing the electro mobility sector through custom engineering and business solutions that fit the Indian market requirements. Following the "Learn-Pivot-Iterate" ethos, the team works as a start-up in Bosch with a lot of agility. In 2018, the idea for the CARRY project sprouted during a casual conversation between mobility engineers, Hariprasad Gowrisankar and Preetham C R. Since market research recommended that this segment is more conducive to electro mobility, it was the befitting choice for the test project. The cost of last mile logistics is high and may further rise, as BS-VI norms are likely to increase transportation cost, which is why this segment particularly would benefit from adopting electrification. To test the concept of electro mobility in the last mile segment, the team dismantled a diesel-powered vehicle, replaced it with an electric powertrain, and mounted a swappable battery below the load body. Combined with the lack of charging infrastructure, the time consuming process of recharging a battery, prompted the engineers to use swappable batteries that can be exchanged at specified ports. While swappable batteries do put a limitation on the range, it had no impact on our chosen segment.
"During our preliminary research stage, we spoke to more than two hundred vehicle owners and drivers and realized that last-mile vehicles carry somewhere between 0.5-1 tonne of load for deliveries within the city. On any given day, these vehicles don't operate for more than 80 kms, and one swappable battery easily meets the daily range of motion. After factoring in a variety of such concerns, we assembled and successfully tested the vehicle on Bosch Limited's Adugodi campus," said, Hariprasad, Gowrisankar, Electrification Expert, Project House Electrification.
However, one of the major hurdles faced during the completion of this project was the lack of timely possession of essential components. High expectations that are common within a start-up culture to 'make things happen quickly' added to the pressure. The challenges led to multiple trials and errors, but the

team battled through, keeping in mind that failing was not an option. The team spirit, the willingness to work hard, brainstorming sessions with Bosch's in-house experts, and contributions from our parent company. Robert Bosch GmbH made the project a success. As an outcome, the project was not just completed on time but also to the highest conceivable standards.
Currently, Bosch Limited is assessing the on-road technical vehicular behaviour and is in talks with logistic companies to pilot the project across top Indian cities. While the environmental benefits of electrification are significant, it also positively impacts workforce productivity. One of the critical findings, during the team's interviews with last mile logistics stakeholders, especially the drivers, indicated that the constant shifting of a manual gearbox was a discomforting experience. The modern electrified vehicles makes driving convenient, as it does away with the need for a manual gearbox altogether.

With the Faster Adoption and Manufacturing of Hybrid and Electric Vehicles (FAME-II) scheme, India aims to boost electric mobility and increase the number of electric vehicles in commercial fleets. According to NITI Aayog & Rocky Mountain Institute's (RMI) 'Release Technical Analysis' of FAME-II Scheme, it is estimated that EVs sold through 2030 could cumulatively save 474 million tonnes of oil equivalent (Mtoe), worth INR 15 lakh crore and generate a net CO2 savings of 846 million tonnes over their operational lifetime.
Addressing the need of electrification in India, Bosch also offers a range of electro mobility solutions to facilitate quicker adoption of an electrified future. Some of the solutions include the eAxle; the modular and scalable electric drive unit, which reduces the time to market; the iBooster and ESP that enables vacuum-free braking, and prevents wheel locking in electric vehicles during emergency braking; the connected Driver Assistance Systems that provides support in critical situations; and various other offerings.
Digitizing the other side of the coin
Better mobility is contingent upon a lot of factors, such as government initiatives, the citizen's inclination to shed the old for new, and industry leaders consistently reinventing the wheel to meet the needs. With improved infrastructure blurring the lines between intra-and inter-city destinations, personal vehicles become a critical part of people's lives.
An often-overlooked aspect is vehicle servicing and maintenance. Future India will constantly be on the move, and for automotive leaders to win their trust in a commoditized market, the need of the hour is to go beyond the norm and offer superior customer experiences than just basic servicing. Keeping this in mind, Bosch helped a leading OEM to optimize processes, reduce the time and effort, and minimize documentation, which subsequently led to shorter turnaround time, the omission of errors, and exceptional customer experience at the service centre.
We, at Bosch, believe that each customer's need is unique and there is no one-size-fits-all approach. So when the client approached us with the problem statement, we spent a substantial amount of time understanding their current business processes and aligning it to their future expectations. After careful analysis based on interviews with the stakeholders, we proposed a digital platform that consists of an app-based solution along with a cloud-based web application, which solution that will digitize the business process to benefit the entire OEM workshop ecosystem.
The Connected Workshop project, which was the brainchild of the Automotive Service Solution division of Bosch Limited, developed a digital ecosystem that connects the entire servicing journey, right from

customer appointment to the delivery process. There's seamless data flow through various processes viz., customer appointment, gate pass process, reception, voice of customer, repair order creation, technician and bay management, inspection, billing process and customer feedback.
Bosch Limited's app resulted in an increase in workshop efficiency through elimination of human lag and incorrect processing of information. The platform enhances customer experience by providing necessary touch points to access their service history, repair order details, quotation approval, and work status update. The platform is further equipped to process all major digital payments, and it also allows customers to rate the service, which would then be directly sent to the OEM, enabling them to act quickly on customer satisfaction trends.
In line with the Digital India initiative, the solution will help OEMs to get better insights into region- and area-wise working of the service centres as well as offer customers a better experience.
The immediate outcome of workshop digitization was a drastic cut down in time; from twenty-two minutes to ten minutes for vehicle registration along with the benefit of going paperless. During the initial stages, Bosch found out that there were at least eighty-nine duplicate paper entries for any given vehicle, which led to huge quantities of paper being used on an everyday basis and its physical storage management.
From the preparation to the execution stage, the team went through a myriad of challenges. While the department has always been executioners, this was
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BOSCH

appreciated by the OEM, and they are further exploring the possibility of rolling it to regions outside of India. Bosch' global presence will be an added advantage for the realization of the OEMs global strategy for their Digital Workshop ecosystem.


the first project where they also had to delve deeper and do an infrastructure study to give inputs for the same. But that didn't deter them from taking on the humungous task and assembling in-house intelligence to draft the preliminary blueprint.
Another setback that marred the journey was linking the retro DMS system to the digital solution. It took the team multiple attempts and shared knowledge sessions within the Bosch ecosystem to deal with this mountain of a problem. Bosch also went above and beyond by providing technical services and support to handhold the client by training their existing staff. This along with a quick response time to challenges and the fact that the team worked tirelessly to ensure that the app was at its best version, made the project a success and was appreciated by the biggies at the client side.

Seamlessly connecting India's third living space
Connectivity has become the fourth pillar of our existence, as the average Indian juggles between at least three devices at any given point of time. As per a CISCO report, by 2022, the Indian internet network will carry 1 million gigabytes of data per day, a 490% increase since 2017.
The importance of staying connected cannot be sidelined, especially when India is vying to be home to multiple Smart Cities. And this need for connectivity stands true from the mobility lens as well. With a good amount of time spent in vehicles on an everyday basis, cars are fast becoming the third living space in India. Constant connectivity ensures smooth working on the go as well as boosts security and safety.
End of 2014, Bosch was awarded the global Renault Nissan Alliance Project to develop an infotainment system, which was realized with Generation 3 platform for the global markets. Nissan Kicks has an Indian variant of the Infotainment System as per the Indian market requirements.
The product has an eight-inch Touchscreen with Speed Sensing Auto Volume Control. With Android Auto and Apple CarPlay for smartphone connectivity, it's packed with the following salient features: Tuner AM/FM; BT/CD/USB/Aux; and Park Assist with Around View Monitor.
The customization was two-pronged; first, since the device is voice controlled, we had to incorporate the Indian accent to ensure a lack of delay in processing commands and better driver assistance. The second requirement is a testament to Bosch's intent to drill down to the details. The global infotainment platform has orange illumination that aligns with the in-car ambiance of foreign vehicles, but since Indian cars have a white interior, the infotainment system too had to integrate the same lighting mood.
However, our biggest challenge was sourcing white LED lights, which aren't just unavailable in the Indian market but were also impossible to find at our supply partners overseas. To address this challenge, Bosch's multi-country team, from Germany, Malaysia, Vietnam, and India, brainstormed and smartly used a white dial covering for the various button outlets on the system and achieved a 99% white light effect.
Such upgrades highlight that every aspect must be kept in mind to ensure a future of safer and connected mobility. With the success of this project, the Bosch team proves that we consider every little aspect that can make that a reality.
Polar Odyssey
India isn't agnostic to the growing global two-wheeler demand, as is evident from the speculated two-wheeler industry growth of 8-10% in FY19. Whether it's the cost effectiveness or the convenience, two-wheelers have become a popular choice across different strata of the society.
Bosch has always been a chief contributor to the two-wheeler industry, notably supporting leading OEMs through a combination of domain expertise and systems competence. Our dedication towards creating a reliable and safer two-wheeler segment shows through the two-pronged approach that the team follows across geographies. The first is by constantly innovating to provide products and solutions that catalyze our vision of an accident-free, stress-free, and nearly emission-free mobility, and the second is by conducting research and probing into the pressing safety concerns and its viable causes.
Two of Bosch's latest inventions - the Engine Management System (EMS) and the Anti-Lock Braking System (ABS) – significantly help to achieve that vision. While the EMS promotes lower emission levels, ABS contributes towards better rider safety.
Bosch's complete range of EMS technology makes two wheelers compatible with BS-VI norms and achieve lower emission levels by combining multiple solutions, such as components for fuel injection and supply, air management, ignition and exhaust-gas treatment as well as engine control units to deliver an enhanced performance and considerably reduce CO2 emission. Additionally, the Lambda sensor, designed especially for two wheelers, optimize the air to fuel ratio by measuring the oxygen content in the exhaust gas.
While the EMS solution makes significant inroads into the macro concern of environmental pollution, we also believe in creating solutions that impact the life of individuals, especially by addressing one of the most critical concerns, that of safety. The Ministry of Road Transport, India, highlighted that of the 1,50,000 road fatalities in India, more than 50,000 involved two wheelers. Our accident research team studied the patterns of these accidents and discovered that 30% of two wheeler-related road accidents were due to wheels locking up during braking. To counter that, Bosch Chassis Systems India Private Limited developed the Anti-Lock Braking System (ABS), which promotes better tractive control by preventing locking up of wheels in situations where the rider has to brake suddenly. The ABS fitment allows better man-machine control and makes riding along accident-prone areas, such as highways and rough pathways increasingly safer, which could
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subsequently prevent one in every three road accident fatality, with all statutory traffic and safety norms being followed.
To show the efficacy of our two-wheeler-centric solutions, Bosch powered the one-of-a-kind pole-topole journey, the Polar Odyssey. The event saw three riders, one of whom is part of the Bosch Limited, zooming through 15 countries, covering a distance of 50,000 kms in 100 days with zero breakdowns on their modified Bajaj Dominar fitted with Bosch's EMS and ABS solutions. This Arctic-to-Antarctic journey, which entailed traversing a variety of daunting trails under diverse weather conditions, proved that Bosch Limited's ABS solution makes all types of roads significantly safer. The Spirit of the Ride conference saw great participation from the riders' community, ranging from industry experts to digital influencers, who attended the event to hear their stories.
Avinash PS, one of the rider and a Bosch engineer commented, "I've always appreciated Bosch's pro work-life balance culture. The Polar Odyssey ride took that attitude several notches higher by giving me the
opportunity to combine work with my passion in a fantastic journey that will be a memory I surely will cherish for life.'
One of the key takeaways from this initiative was that if Bosch's solutions could ensure better rider safety on challenging terrains, it definitely makes the everyday commute on smoother city roads a lot safer too.
At Bosch, our intent is to blaze new trails, which is why we strive to continuously add on our list of innovations. We are determined to evolve the existing Internal Combustion Engine to ensure sustainability, lay the building blocks of a greener tomorrow, and innovate solutions to make the roads safer for our citizens. This forward-looking attitude coupled with Bosch's diligence towards offering new solutions is assisting key players realize the vision of an automated, connected, and electrified mobility landscape.


REDEFINING THE BLUEPRINT OF INDIA'S FUTURE FACTORIES _>>>

he Make in India movement proves the government's intent of making India a global manufacturing hub in the near future. With a prime focus on 25 sectors, ranging from automobile to Information Technology, this initiative will boost India's position as a global leader while facilitating job creation, encouraging foreign direct investments, improving skill development, and fostering innovations.
Such initiatives and ground-level government involvement require competency and connectivity enhancements across industries. Bosch understands the need to create factories aligned with the vision of the future by innovating and implementing solutions for our own manufacturing units first, and then offering these solutions to third parties. Hence, becoming a leading user and leading service provider.
We have implemented smart moves in all our manufacturing facilities. The success of three of our recent in-house solutions clubbed with our skilling initiatives is testimony to that. It has helped Bosch Limited's manufacturing units minimize errors and improve the quality of the products. We've optimized processes through superior data analytics; ensuring better man-machinery connect; empowering the workforce; and digitizing processes.


India has a huge advantage of a strong IT base for driving digitization, but a smart factory also needs smart people. People are at the core of building factories of the future. Before machines talk to machines in the
factory, people need to talk to people
Andreas Wolf, Joint Managing Director, Bosch Limited

Optimizing efficiencies through intelligent data analytics
Bosch, across its units, has stringent quality check mechanisms that combine multiple testing points. The same holds true for our Common Rail Injector Assembly Line, wherein the process identifies defects in the first go and then accepts or rejects the part accordingly. But each rejection comes at a high cost.
To ensure the highest quality levels across assembly and testing, we used machine learning and algorithm integration to expedite processes and drastically reduce human errors.
"One of the important objectives at Bosch is to match footsteps with the changing times. Through analysis of the current factory scenario, we've identified obsolete human-dependent processes to be a bottleneck in the
overall scheme of things. To address this concern, the team created the Smart Adjusting Assembly Lines with the help of in-house intelligence," said Pravin Pathak, Project Leader for Industry 4.0, Bosch Limited.
The CRI Data Analytics system has pre-processed raw data fed on the server to identify quality hindrances across stations, simulates close to a thousand iterations in less than five seconds, and automatically chooses the correct setting. The system also provides early warnings, and gives suggestions for corrections through automated iterative procedures.
With a strong intent to create efficient factories of the future, the CRI Data Analytics system is another example of how we have made systems more intelligent, minimized manual dependency, and explored data to take preemptive measures.
Overview
At Bosch, we understand the need to match steps with new technological advancements and ever-changing times. As the world moves toward Industry 4.0, we realise the need to expedite the process of manufacturing and reduce human errors.
We introduced Smart Adjusting Assembly Line to make manufacturing systems more intelligent and minimize manual dependency.


Bridging the gap between old and new
India is sprinting on the path of digitization. From a factory perspective, many existing machines used in manufacturing units are old and cannot be connected to the Internet of things (IoT) platforms. Since connectivity is an integral part of digitization, we recognized the need to devise a smart solution that could bridge the gap between old machinery and connected platforms without the need to invest in a new set of machines
Our manufacturing unit in Bidadi exhibited a strong need to forge a machinery-platform connect. The answer to which was the Device Bridge, a software that integrates into the existing Manufacturing Execution System (MES). Since Bosch already has coveted industry-wide manufacturing capabilities, the software enabled transforming them to digitized manufacturing machines.
The software fetches real-time machine status and production information through its multiple drivers and interfaces, which is then uploaded to the MES. This results in leveraging and analyzing existing real-life data to analyze and improve processes.
Device Bridge is an economical, flexible, and scalable solution that is already being deployed across Bosch
plants, and not just in Bidadi, India, but also in Germany, the US, and China.
Ensuring superior product quality through artificial intelligence
Bosch keeps customer centricity at the centre of everything it does. And to ensure a higher level of customer satisfaction and delight, we constantly strive towards bringing out the highest quality offerings. A visual inspection solution is not only faster, but also does away with human errors by automating the process.
Bosch has been manufacturing inline pumps for more than 75 years in India.




To further improve the quality of these pumps, the team developed the Automated Visual Inspection System (AVIS) that uses high-resolution cameras mounted on robots. The robotic integration ensures that the quality of the image remains unaffected despite the product being on a conveyor belt.
AVIS clicks up to 40 images in just a few seconds, and comes in-built with intelligence based on a thorough learning program. This intelligence further identifies the images as 'good' or 'bad', enabling quick and error-free decisions. With capabilities of capturing a high number of product variants, AVIS has boosted productivity and ensured better quality consistency across products.
The scalability of AVIS makes it perfect for being replicated across other Bosch locations as well.
Educating Bosch employees and other players to match steps with changing technologies
To support the Government's Make in India and Digital India initiatives. Bosch laid the foundation of the Industry 4.0 Academy in 2017 with centres in North, South, and West India. Bosch Limited and Confederation of Indian Industry signed a Memorandum of
Understanding (MoU) to conduct sessions on Connected Industry at various Bosch locations. These sessions utilize Bosch plants as a live case scenario to highlight various projects and the ways in which we implement new and innovative technologies.
The academy also makes Bosch employees more technologically sound and up-to-date with new developments in the constantly changing technology landscape. With a top-down approach to educate and skill across hierarchies, the academy's knowledgesharing initiative now also extends to external partners. At the time of writing, we have educated more than 300 external leaders on digital technology.
We believe that, for us to transform thoroughly, we need to transform collectively. In line with this vision, our efforts not just readies Bosch to cater to altering needs of the industries but also ensure newer revenue generation models and secure our growth.
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BOSCH'S INNOVATIONS TODAY; ->>>> SAFER SMART CITIES TOMORROW

s the reality of Smart Cities loom in the distant horizon, technology enablers, must build solutions to weave into a mesh of connected and smart services that enhance the standard of living and overall security. To support the formation of this mesh, Bosch Limited's Building Technologies' team constantly innovates products and solutions pertaining to data-led and intelligent security to curb unwanted incidents that may hamper socio economic-growth. Two of our recent smart move initiatives are the suite for Intelligent Analytics and AVIOTEC series which is an intelligent Video based Fire Detection solution. Such solutions are futuristic and have capabilities to contribute towards the realization of smart home, smart campus and smart city solutions.
Better security through intelligent video-surveillance cameras
With expanding infrastructure in the Indian cities, it's important to have solutions of video surveillance which can enable the authorities to monitor, record and decide based on the alarm systems. Here the suite of intelligent analytics by Bosch, includes artificial intelligence to add meaning to the video feeds, so that quicker decisions are made by the authorities. Hence, Bosch cameras not only act as eyes for the end-customers but are equipped with brains to make the right and timely decision. The cameras
are pre-populated with scenario based algorithms that equip them to not just detect living beings and non-living objects, but also analyze situations in real time, empowering authorities to take more fruitful decisions. For instance, while a generic camera will pick up on an image of an abandoned bag, a smart sensing camera can analyze the feed and alert the authorities, thereby saving precious time. Additionally, our predictive analysis algorithm, can assess the rising water levels in the vicinity and detect the threat of flood, prompting pre-emptive measures. While capturing data is important, storing them for immediate and further analysis is integral too. Most surveillance equipment are connected to a centralized server via a labyrinth of network. The surveillance device captures the visual information and then transmits that data to the control system via this network. However, in case of a network failure, the data is not available. To counter this concern, Building Technologies have an innovative 'On the Edge and Cloud' solution which enables the cameras to work unaided and in a decentralized manner.
Our intelligent sensory cameras are deployed across sectors like transportation, public infrastructure, stadiums, entertainment hubs, business parks and other avenues that witness heavy footfall on a daily basis.


Making India fireproof with AVIOTEC's superior detection capabilities
The core differentiators between Smart Cities and its traditional counterparts are the standard of living. economic competitiveness, and sustainability. Fire safety is crucial to all three of them. It's only natural to assume that the modern, energy-efficient buildings would lay more importance to fire safety. A Smart City infrastructure is expected to integrate a high level of fire safety mechanism to enable quick actions during and post fire-related incidents. However, it's also important to ensure fire safety techniques that can reduce the occurrence, as well as include early detection capabilities. Today's fire safety systems, despite featuring a gamut of detection technology, carry certain physical restrictions. For instance, the reaction time lag in establishments with higher ceilings where the smoke takes longer to migrate to the detectors.
In line with this philosophy, Building Technologies' team has developed a modified fire detection system, the AVIOTEC IP Starlight Camera that uses neuronal networks, contrast-based and physical algorithms to analyze video images for the occurrence of flame or smoke.
Bosch's unique and scientifically proven physical smoke model enables AVIOTEC to detect smoke right at the source and to intelligently distinguish between smoke and other moving objects before sending out an alert. Compared to other video-based solutions that detect a threat only at more than 50% smoke opacity AVIOTEC's patented algorithm can detect fire in scenarios with a smoke opacity of as low as 30%.

Intelligent surveillance will be the backbone of Smart City security. Imagine security cameras that understand what they see, detect relevant information from the scenario, process image in a way that the focus remains on the
object of interest despite movement, and tag recordings so you wouldn't have to examine through hours' worth of data. With Bosch's solutions, such a scenario is already a reality.
Sudhir Tiku,
Business Head, Building Technologies, Bosch Limited

CHANNELLING OUR ENERGY INTO BUILDING A CLEANER AND GREENER FUTURE ->>>

ndia aims to achieve a solar power capacity of 100 GW by 2022 in a bid to become a solar energy success story. A smart move that can only see fruition when leaders across state governments and industries, and the common man adopts the solar movement which spell tremendous environmental and economic benefits.
As a leader in the manufacturing industry and an inherent understanding of manufacturing facilities, Bosch not just believes in the mass adoption of the movement but also works towards boosting carbon neutrality on national and global levels. Bosch as a company is to be fully climate-neutral as early as next year. It's over 400 locations worldwide, and their engineering, manufacturing, and administrative facilities will no longer leave a carbon footprint. This will make Bosch the first major industrial enterprise to achieve this ambitious goal in a little over a year
Our intent is to position ourselves as energy partners who support commercial and industrial facilities across India in switching to cleaner energy sources. such as solar power plants, and reduce existing energy consumption through energy efficiency solutions. The recent partnership with Honda Motorcycle and Scooter India (HMSI) integrates both these offerings.
Bosch started with a pilot project for HMSI by installing a 600 kW rooftop solar power plant in their manufacturing unit in Manesar, Haryana in 2015. With this project, we pioneered the unique concept of handrails, lifelines, and walkways. Such was the success of the pilot project and our existing relationship with HMSI through previous mobility projects, that in 2018, the team approached Bosch again for upgrading the Manesar rooftop solar plant to a 2MW capacity. Based on its vast expertise in the solar energy industry, Bosch guided the Manesar unit management in adopting the right technology and engineering approach to guarantee performance and quality throughout the life of the solar plant.
Meanwhile, other HMSI plants also took notice of solar energy's contribution towards lowered operation cost and carbon footprints and decided to incorporate the same. The decentralized nature of the organization enabled various HMSI units to pick other solution providers, but they preferred to partner with Bosch. The attitude of assisting the customer through the preliminary planning stages, the success of the pilot project, and offering the best techno-commercial value provided Bosch the opportunity to partner with other 3 HMSI units in Tapukara, Vithalapur, and Narsapura.


Enabling Smart Moves with Integrated Services
The key success factor for the projects was then to customize the solutions to the requirement of each facility. For instance, since operational patterns differed across plants, we had to factor in the variation in power demand. We tackled this with a customized control system, which ramps down the power generated from the solar plant based on the real-time power demand and match operational requirements. Additionally, certain plants had extremely strict deadlines, which the Bosch team met with parallel execution of non-dependent activities despite on-site challenges.
Since such manufacturing units are operational around the clock with a constant man and material movement within the facility, Bosch devised a systematic approach to ensure the highest safety level without disrupting the manufacturing operations of HMSI. Being a manufacturing entity with unbending safety protocols, Bosch understood the need for making safety paramount without hindering movement. To ensure uninterrupted manufacturing operations and installation activities, the Bosch team came up with an internal traffic movement plan before commencing on-ground execution. In addition, the handrails, lifelines, and walkway concept introduced by Bosch, which has now become an industry norm, ensured zero incidents during the project execution.
In total, Bosch Limited supported HMSI in setting up 25 MW solar power generation capacity across its facilities in India. These solar power plants will generate approximately 5% to 34% of the annual power requirement of various HMSI units. It is an important achievement for them as they incur 8-10% of their operating cost on energy expenditure $-$ and offset the carbon footprint by an equivalent of 31,862 tonnes of CO2 emissions, boosting the green image of the company. Our aim to provide value and reduce HMSI's carbon footprint didn't just end there.
In addition to focusing on clean energy generation through solar, Bosch energy experts also suggested energy efficiency solutions to optimize current process energy consumption.


Bosch Limited's biggest strength lies in its multi-domain expertise. We leveraged the talent of our in-house energy department to develop the Integrated Heating and Cooling Solution, a unique energy efficiency solution pioneered and
offered by only Bosch in the industry. Such is our unwavering trust in this solution that we've implemented it in our plants across Bengaluru, Bidadi, and Nashik plants as well as for external players in the automotive industry
Mohandas Mekanapurath,
Business Head, Bosch Energy and Building Solutions, Bosch Limited

Bosch Limited offers innovative and customized energy solutions enabling a sustainable and greener future
We proposed the Integrated Heating and Cooling Solution for HMSI's Manesar unit targeting the washing machine process, wherein manufactured automotive components passed through a heat treatment process by submerging them in a chemical bath maintained at 65 °C to eliminate grime, grease, and dirt from components before passing on to further processes or assembly.
The solution substitutes the process' conventional heating system with an energy efficient heat pump based system. The intelligent control feature of the solution ensures that when temperatures drop below 65 °C, the heat pump springs into action and automatically raises the temperature of the chemical by the differential. Pitted against the conventional heating system, the solution achieved a 50% reduction in energy consumption and provided assurance of optimum performance. Whether it is promoting higher
energy efficiency through proactive measures or delivering power from sustainable energy sources, there is a pressing need for all facets of the economy to work towards a cleaner and greener India. Solar energy and energy efficiency have already emerged as integral components to achieving this vision. But it can only be achieved if businesses across India take up an approach similar to HMSI. Bosch Limited's innovative energy offerings, whether it is in terms of reliable solar power plants or customized energy efficiency solutions, play a critical role in enabling a sustainable and greener future. We constantly reinvent to provide better energy solutions and become the go-to energy partners for enterprises across India.

HONDA MOTORCYCLE AND SCOOTER INDIA GOES GREEN WITH ENERGY SOLUTIONS FROM BOSCH->>>

49 football (soccer) fields / 346,086 sq. m. Equivalent rooftop area covered by 25 MW solar power plant
$CO2$ emission reduction equivalent to that absorbed by 1.4 million trees
36 million units of clean power Annual power generation from 25 MW solar power plant
INR 250 million cost savings Annual cost savings from utilizing affordable solar power
Allet Solar power plant installation
kl. Energy efficiency solution installation
AIDING INDIA TO GROW BY EMPOWERING ALL INDUSTRIAL TIERS->>>

ndia is currently on the brink of a massive transformation. This will change the nuances of the country across different strata through initiatives that will improve the infrastructure and enhance the standard of living. Skill India is one such initiative, wherein the Government of India is working towards skilling 40 crore Indians in different facets by 2022. Additionally, the intent to digitize rural areas will also positively impact outcomes by reducing constant human dependency, right through the awareness to post-service stages.
India's construction industry is slated to become a USD 1 trillion worth industry by 2025, and by 2030, India will be the third-largest global construction market, increasing its GDP contribution by 15%. Further, the Smart City goal will create more peripheral jobs for workers directly and latently involved in the industry. To turn such a mass-level transformation into a reality, we need to inculcate and induct players from various societal sections, including the grass root level.
Bosch Limited's Power Tool division works relentlessly to improve the professional capabilities of construction workers, tradesmen, contractors, carpenters, artisans, and industrial and institutional customers under five overarching themes: Affordability, Reach, Digitization, Service Solutions, and Brand. Additionally, the recent digital initiatives related smart moves made by Bosch,
such as the, Toolbox app, which connects all stakeholders; My Bosch Buddy, an app, which equips the salesforce to better connect with end users and quickly provide valuable inputs, etc. empower customers to seek valuable assistance quickly, easily, and on the go.
Bosch Limited's innovative products and solutions positively impact industries to increase efficiency, productivity, revenue streams, and to subsequently promote a stronger base to India's industrial pyramid.
Impactful solutions at affordable prices
Bosch takes a strategic approach tailored to suit local needs to avoid overwhelming customers, and specifically providing necessary solutions that are profitable to their business. Further, this drastically cuts down on the cost. For instance, our Tradesman's Tool Bag is devised with the optimum product mix keeping the needs of the local customer in mind. The current Tradesman's Tool Kit has eight products (at the time of writing), and work is in progress to add eight more. Another way we make Bosch Power Tool products affordable is through localization. Our region-for-region sourcing strategy includes locally manufactured tools and accessories and optimizing the existing range of SKUs by making it leaner to primarily meet the user's relevant needs.

Widespread access to all Bosch Power Tool products
Customers usually know which products they want to buy, but are unaware of the right brand to choose. Through strategic marketing and distribution approaches, as well as via multiple reward initiatives, we intend to make our portfolio of products available across tier 3 and 4 cities as well. In line with that, Bosch opted for a significant business model shift, from wholesale to retail, thereby expanding the distribution channel. Bosch has already captured a huge portion of the accessible construction market, and the plan is to increase it further by 2022. At the ground level, we aim to integrate a wide array of offline and online supply channels, whether it is by being present across the 1,00,000 home improvement stores in the country or by scaling up our online reach on popular e-commerce outlets.
While acquiring new customers is always a priority, retaining existing ones is a crucial element of a sustainable and profitable business model. To boost better customer patronage, the app-based loyalty program, My Bosch Rewards, promotes long-term relationships by enabling users to earn redeemable reward points for each purchase. The points can then be used to earn prizes ranging from home appliance products to two wheelers.
The second initiative is our active engagement with large users directly through our Key User Teams, wherein we currently engage with over 500 large users through seminars and training workshops. We aim to scale up to 1200 in the next three years. $>$ > >

Digital initiatives to add value and prompt better engagement
We, at Bosch, understand that digital is the way forward, whether it is to reach the right audience, facilitate quicker shop-to-customer delivery, or to add value to our partner framework. We aim to achieve that through initiatives, such as paying serious and continuous consideration to ensure smoother online purchases through round-the-year inventory availability, product promotion, and customized digital marketing plans to boost online sale of products. The My Bosch

Rewards app is a fantastic way to constantly stay connected with our end users, thereby staying on top of their mind, and, when combined with attractive reward programs, it also builds a strong preference for the brand.

Additionally, we believe in empowering the essential link between Bosch and the customers - our salesforce and partner supply chain – which we do via platforms, such as My Bosch Buddy and Toolbox. An integral step towards enhancing the professional capabilities of the workers is by ensuring on-time availability of comprehensive information. To seek information and guidance, our users usually turn to our salesforce, which is why it's essential for them to have that data available at the click of a button. My Bosch Buddy offers complete transparency in the value chain, and its mobile interface enables our partners to access information on the go, whereas its B2B feature facilitates direct online order placement by dealers as opposed to manually sourcing Bosch products.
At Bosch, we give due attention to digital efforts, as we understand that in a country that's adopting digitization at such a rapid pace, such measures are crucial towards creating a connected Bosch ecosystem.

The undisputed and clear competitive advantage lies in our service solutions. Our aim is to ex-pand the service network by increasing the number of service centres from 550 to 1000 in the next 3 vears besides increasing the number of pick up
and drop service vans. Additionally, in the near future we would also mobilize the Bosch India website to register and avail services for tools online.
Panish P K, Business Head, Bosch Power Tools India & SAARC



Creating a stronger service solutions framework
While, on one hand, our aim is to constantly churn out products that set a benchmark in the industry, on the other, we also work towards making these products easily and quickly accessible to our partners and users.
Maintaining Bosch's customer-centric brand image
We, at Bosch, strongly believe that a real user is at the epicentre of all our efforts, and our authenticity shows through directly in the words of and through long-term engagements with our users. Whether it is devising solutions, enhancing service, or simply addressing
concerns, Bosch has built a people's-preferred brand image due to its constant efforts towards offering the user exactly what he needs. We regularly capture real stories of people impacted by our products.
The five above-mentioned core pillars are key to realizing Bosch's vision of fascinating customers with affordable power tools solutions by leveraging the right channels. From striving to produce the highest quality products to ensuring that delivery and post-delivery services are meted out as per the expectations of our customer, we will continue to reinvent the wheels and enable India in its journey to becoming a global powerhouse by leveraging local resources.
DIGITIZING BOSCH INSIDE OUT

ndia is the second-fastest digitizing economy in the world today. The government is taking proactive efforts to foster better digital connection with the urban populace and get the rural demography online. The fact that the number of Indians connected via the internet is estimated to jump from the current 450 million to 850 million by 2022, and efforts like increased emphasis on creation and adoption of the digital identity system (Aadhaar) show that digital indeed is the way forward. Digital India initiatives present the opportunity to create up to \$1 trillion of economic value and sustain almost 60 million jobs by 2025.
In line with the nation-wide efforts to digitally empower India's technology landscape, Bosch Limited's Digital Transformation initiative is a step towards creating a robust IT system that will improve operational efficiency, foster better decision making, and enhance customer experience. Therefore, it's imperative for us to adopt the digital movement for both, customer-facing operations and internal workings.
Bosch Limited's digitization approach helps us to not just maintain, but reinvent our competitive edge. Further, we can leverage market opportunities with emerging business models by factoring digital solutions and technologies, thereby opening doors to new revenue streams.
Upgrading Bosch to a centralized, automated, and safer ecosystem
To facilitate superior and secure internal and external data exchange, we continuously innovate and introduce multiple tools for creating a better IT infrastructure that aligns with the needs of today. Take for instance, the adoption and implementation of GST last year. When the multistage destination-based 'one nation, one tax' Goods and Services tax was rolled out in 2017, it changed the face of the taxation system in the country. For a massive organization like Bosch, with such a strong foothold and a complex IT structure with 13 systems and 7 legal entities of Bosch Limited, the GST integration posed a huge challenge. In a nutshell, the initial GSTR1 filing involved high levels of manual input. We restructured reporting to unify processes of all the divisions and legal entities on one platform, thereby successfully digitizing the process. This year, Bosch IT systems have incorporated a centralized tax returns (GSTR1 and GSTR2) feature and are also equipped to adapt to and incorporate changes as per the new GST notification, as and when announced. While we have established technology solutions that will adapt even to future legal requirements, work is also underway for linking digital invoice solutions for eWay Bill.
Further, our Enterprise Resource Planning (ERP) functionalities and features focus on process

standardization and data accuracy to digitize and automate business solutions.
However, this growing dependency on IT systems with an increase in operational processes and transmission and storage of sensitive information also pose outage-related risk with the constantly looming threat of compromised security goals, in terms of confidentiality, integrity, and information availability. Bosch insulates itself from such cyber threats by working towards meeting the growing requirements of the National Privacy Regulation and EU's General Data

Protection Regulation (GDPR). These GDPR regulations include mandatory documentation, awareness campaigns and risk-based security audits, and carry a penalty of 20 million Euros or 4% of the company's annual turnover in the event of any non-compliance.
Utilizing Voice over Internet Protocol internally
Another critical impact of digitization is the massive growth in data traffic, which calls for reconsidering the infrastructure and bandwidth capability of the current network. With the experience gathered through the mass roll out of VoIP, we are now leveraging bandwidth to use video enabled internal and external communication.
At Bosch, we approximately make two million calls per month, including half a million conference calls. We've replaced traditional telephone handsets with IP telephony devices by using Skype for Business as a platform for internal communication across all locations of Bosch Limited since 2017.
"Bosch strongly believes that a complete digital transformation requires initiations and implementations on all levels. The Bosch Learning Company initiative comprise of thirteen digital and behavioural competencies under the 'Bosch Digital Competence Model' that promotes experiential learning through technology-application-business modelling cycle for adoption of digitization across the organization," said Ramesh G R, Senior General Manager, Information Technology & Project Digital Transformation.
With a solid thrust on various digital solutions and technology, Bosch Limited aims to become a digitallyconnected organization with lower manual integration and higher levels of precision. Our digitization process- es are continuously improving current systems and paving the way for future integrations.

FACILITATING A BETTER TOMORROW ->>>,, THROUGH DIVERSE SOCIAL ENGAGEMENTS

nation's growth is contingent upon a harmonious balance of economic, environmental, and social imperatives. A strong focus on promoting employability through skilling the youth, bettering the environment, and becoming the first country to mandate and quantify CSR activities, reflects India's intent to keep community upliftment and environmental betterment at the heart of its development. Bosch is working
towards contributing to a holistic growth of nation under four broad pillars: We Skill, We Care, We Share, and We Empower. While our 'We Care' initiatives aim to boost sustainability through smart projects such as the integrated smart parking solution at Bengaluru's Lalbagh, we are also empowering the youth with our 'We Skill' programme.

Building a bridge between job readiness and job opportunity
India's pressing concern is a widespread lack of skilled workforce, with less than one-tenth of the 12 million Indian youth entering the job market every year being formerly skilled. Additionally, domain skills are highly topical and they change with a shift in market trends and industry needs.
With adaptable industry and job-specific skills, BRIDGE (Bosch's Response to India's Development and Growth through Employability Enhancement) program focuses on imparting generic employability skills, especially among the less privileged and school dropouts. As part of our social engagement agenda, Bosch unlocks their potential by enabling job readiness.
"I've always seen my father work very hard at his humble stall in Nashik. My dream was to help him by reducing some of his financial burden, which is why i decided to change from a full-time to a part-time college and work simultaneously. But a lack of communication skills held me back from getting a job. I was introduced to BRIDGE program through a friend, and it changed my life. When I put on the jacket that was in the Bosch kit, it made me feel so proud, I felt like I was part of a big company. The mock interviews and activities transformed the shy girl into a confident one. The trainers at the BRIDGE centre also helped us to get jobs, in fact, they went out of their way to ensure that the girls get a day job. Today, I don't just earn a livelihood, I have also earned my father's respect,". Maya Harkal, a computer operator and a former BRIDGE student.
BRIDGE came into existence in 2013 as a result of a careful need of both, the industry and potential employees. Through a network of 272 centres, the three-month program imparts life; communication; and personality development skills while simultaneously inculcating industry-specific knowledge. Along with a Bosch Learner Kit and a certificate from Bosch, the students also have the opportunity to undertake one
week of Community Project and a month-long internship. Constant job placement support after program completion is also provided.
What distinguishes BRIDGE from other similar CSR initiatives is the immense scope of scalability. Our intent to cover a larger section across the nation can only come true when we have impactful centres in every city. The affordability of the per-beneficiary cost for running the centres is conducive for scaling up quickly and economically, which resulted in the addition of 72 new centres in just the last year. Further, we aim to add 120 more centres by end of 2019.
The BRIDGE initiative has supported more than 20,000 unemployed youth in upskilling and in getting jobs across several industries.

Currently, two-third of India's population is below the age of thirty-five, and the median age is expected to dip further. While on one hand, the presence of such a huge youth population elicits the need for more employment opportunities; it also translates into more
people vying for the same profile. Bosch intends to create a high employability scenario by enabling today's youth to become better fit for present and future job opportunities.
O.P. Goel, Head of Social Engagement, Bosch Limited


Imparting the right knowledge and accelerating the change
Bosch follows an inside-out approach when it comes to empowering the society. The organization-wide enthusiasm to create a bigger impact must be supported by the right knowledge and information to create that ripple effect. Our social leadership training program imparts that knowledge via multiple workshops and on-ground training activities, such as the one recently held at FSL India, Kundapura, Mangalore.
The three-day residential training saw mass participation from Bosch India colleagues, wherein the volunteers gathered insights about the importance of the project, acquired initiative-specific information, and learned about the various CSR projects and collaborations.

"While all of us have the desire to help others in need, this program gave us the confidence and clarity to own our responsibilities and lead social responsibility initiatives to achieve tangible outcomes with quality." Anjaneya Murthi, Bosch employee.
Bosch's initiatives give the 'lung space of Bengaluru' a breath of fresh air
At Bosch, we believe that charity begins at home. With our core operations situated in Bengaluru, we took the onus of making the city cleaner and greener, an effort that started with a humble 'Clean and Green' drive at Lalbagh Botanical Garden, locally known as the 'lung space of Bengaluru', in 2017. Post the huge success of this drive, we wanted to leave a permanent impact on the historic site. We began working closely with the Government's Department of Horticulture to identify and fulfil some of the strategic needs of the garden.
To align the garden with the vision of a sustainable future, we created a 'Smart Parking' facility to optimize the parking space: installed aerators in the lake to improve the water quality; optimized waste management with 200 separate dry and wet waste bins; and installed solar power plants to reduce CO2 emissions. As part of our social engagement, this initiative was inaugurated on October 6th, 2018 and was attended by senior Bosch executives as well as numerous Bosch volunteers and colleagues along with their families. > > >

"Bosch's efforts have given the Lalbagh Garden a complete facelift, and we also noticed an 80% drop in the daily complaints from visitors. Now the parking at Lalbagh looks like a parking facility at par with any international facility,". Y S Patil, Director, Department of Horticulture, Government of Karnataka.
Giving back to the community is embedded in Bosch's DNA. We go the extra mile by not just supporting for a cause, but by proactively and collectively working towards it. We equip Bosch colleagues to lead the change, and also invest in various partnerships and collaborations to empower our youth and address environmental challenges, thereby creating a sustainable ecosystem.

Financials at a Glance
10 YEARS' PERFORMANCE
| [Mio INR] | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2018-19 | 2017-18 | 2016-17 2015-16** | 2014-15* | 2013 | 2012 | 2011 | 2010 | 2009 | ||
| Sales | 117,818 | 112,108 | 99,426 | 92,725 | 117,414 85,151 84,172 | 79,295 | 66,305 47,498 | |||
| Of which Export Sales | 8,999 | 10,346 | 8,240 | 8,712 | 14,625 10,578 | 9,402 | 10,344 | 8,461 | 5,855 | |
| Profit Before Tax | 23,410 | 20,406 | 20,944 | 20,824 | 19,559 12,566 13,462 | 15,740 | 12,028 | 7,934 | ||
| Less: Provision for tax on Income | 7,430 | 6,698 | 6,503 | 5,701 | 6,182 | 3,719 | 3,879 | 4,513 | 3,439 | 2,028 |
| Profit After Tax | 15,980 | 13,708 | 14,441 | 15,123 | 13,377 | 8,847 | 9,583 | 11,227 | 8,589 | 5,906 |
| Profit from Discontinued Operations |
- | - | 2,970 | 191 | - | - | - | - | - | - |
| Items of OCI recognised directly in retained earnings |
157 | 167 | (109) | 39 | - | - | - | - | - | - |
| Profit before appropriation | 16,137 | 13,875 | 17,302 | 15,353 | 13,377 | 8,847 | 9,583 | 11,227 | 8,589 | 5,906 |
| Paid -up Capital | 295 | 305 | 305 | 314 | 314 | 314 | 314 | 314 | 314 | 314 |
| Reserves (other than other reserves) |
82,917 | 92,298 | 81,729 | 90,583 | 73,156 62,629 55,419 | 46,970 | 40,666 33,538 | |||
| Net Worth | 83,212 | 92,603 | 82,034 | 90,897 | 73,470 62,943 55,733 | 47,284 | 40,980 33,852 | |||
| Net block of Fixed Assets | 10,108 | 11,411 | 13,194 | 11,487 | 9,800 | 9,381 | 8,633 | 5,917 | 4,360 | 5,133 |
| Additions to Gross Block | 2,612 | 2,757 | 6,485 | 5,732 | 5,757 | 4,581 | 6,375 | 4,423 | 1,776 | 2,121 |
| Earning per Share (INR) | 525 | 449 | 465 | 482 | 426 | 282 | 305 | 358 | 274 | 187 |
* 2014-15 represents fifteen months period starting from January 2014 to March 2015.
** 2015-16 figures are restated for Ind AS and discontinued operation relating to Starters and Generators business.
Previous years' figures have been recast/regrouped wherever necessary.






* 2014-15 represents fifteen months period starting from January 01, 2014 to March 31, 2015.
** Re-stated on account of sale of the Starter Motors and Generators business with effect from August 01, 2016 and adoption of Ind AS. *** Excludes Special Dividend.




Capital investments percentage to sales Location-wise capital investments

* 2014-15 represents fifteen months period starting from January 2014 to March 2015
** Re-stated on account of sale of the Starter Motors and Generators business with effect from August 01, 2016 and adoption of Ind AS.
Directors' Report including Management Discussion and Analysis
[Mio INR]
The Directors have pleasure in presenting the SIXTY SEVENTH Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2019.
1. Financial Results
The following are the financial highlights for the Financial Year 2018-19:
| Particulars | 2018-19 | 2017-18 |
|---|---|---|
| Sale of Products (including excise duty) |
117,818 | 113,929 |
| Of which Export Sales | 8,999 | 10,346 |
| Profit Before Tax | 23,410 | 20,406 |
| Provision for tax | 7,430 | 6,698 |
| Profit After Tax | 15,980 | 13,708 |
| Other Comprehensive income (Net of tax) |
997 | 1,415 |
| Total Comprehensive income | 16,977 | 15,123 |
The Company does not propose to transfer any amount to its Reserves for the year under review.
2. Dividend
Pursuant to the requirements of regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy. This Policy is uploaded on website of the Company and can be accessed at https://www.bosch.in/media/our\_ company/shareholder\information/2017\_2/dividend\ distribution\_policy\_2017.pdf. This Policy is enclosed as Annexure 'A' (Page No. 59) to this Report.
In line with the Dividend Distribution Policy, the Board has recommended a Dividend of INR 105 per share for the Financial Year 2018-19, aggregating to Mio INR 3,733.39 including Dividend Distribution Tax. The dividend payout ratio is approximately 23.4 percent. The Dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.
3. Management Discussion and Analysis
In order to avoid duplication between the Directors' Report and Management Discussion and Analysis, a composite summary of the Company's performance and its various business segments is given below:
3.1 Economic Scenario
3.1.1 Global Economy
The global economy is expected to slow down to 3.3 percent in 2019 from 3.6 percent in 2018 as per IMF estimates. The downward revision is primarily on account of the negative effects of tariff increases enacted in the United States and China.
Risks to the global GDP tilt towards the downside on trade tensions and risks in the Eurozone. The effect of the same has been that central banks across the world have adopted an easing policy as growth concerns. However, given the stretched balance sheets of many central banks, there is limited bandwidth for the same.
3.1.2 Indian Economy
Though 2018-19 started out on a promising note, there was a dip seen towards the end. Quarterly GDP growth which was above 8 percent for Q1 2018- 19 dipped to 5.8 percent for Q4 2018-19, primarily attributed to the liquidity crisis in the second half of the financial year.
While the industrial production and credit growth moderated, Government capital expenditure continued to hold up the economy. At the same time, since inflation was under control, the focus of the RBI has changed to accommodate growth. But delay in shortfall of monsoon is likely to negatively effect the economy.
Towards the end of 2018-19, we saw liquidity constrained on account of the NBFC (Non-Banking Financial Company) crisis and rising crude oil prices. This has affected automotive sales among other things. Though banking liquidity shows signs of improvement, it remains to be seen if this crisis will continue for a few more quarters.
On the other hand one key positive is the political stability after a clear mandate in the elections and signs that the NPA situation in banks is improving. This could mean that banks would be in a better position to facilitate credit required by industry as Reserve Bank of India has also taken additional steps to improve liquidity.
The key factors to watch out for would be reforms by the Government, chances of any geo-political risks in the region and heightened chances of a global slow down.
3.2 Industry Structure and Development Automotive:
Heavy Commercial Vehicles (HCVs) production posted a strong growth of 28 percent due to tenders and contracts on road and infrastructure projects. Other projects such as building of irrigation and
affordable housing contributed to the growth of domestic market. Additionally, there has been strong acceptance of SCR technology, aiding the growth.
The Light Commercial Vehicles (LCVs) market grew by 22 percent due to increased thrust in FMCG, ecommerce sales and agriculture output. The current trend of warehouse consolidation has resulted in a segment shift for >2T<3.5T segment, the demand for city trucking drives the growth of LCV.
During the year under review, Passenger Car production witnessed a muted growth. Domestic market witnessed new launches especially in the Compact UV and premium hatchback segment. There were some market challenges such as higher insurance cost, higher fuel prices and higher interest rates, which has resulted in low growth.
Three-wheelers production increased by 24 percent due to higher demand driven by grant of additional permits in Delhi, Maharashtra, Kerala and Karnataka. Strong export demands from African and SAARC countries (except Sri Lanka) for last mile connectivity has driven three-wheeler market with export contribution of 45 percent.
The Tractor market grew by 14 percent driven by a good monsoon, farm loan waiver, good MSP (minimum selling price) for crops and positive farmer sentiments. The trend is moving towards farm mechanization and tractor sharing.
Two-wheeler market witnessed a growth of 6 percent during the year under review mainly due to growing export sales demands. Various OEM campaigns throughout the year have struck a good chord with the consumers, driving the sales of two wheelers in India.
The Automotive Aftermarket industry grew by ~7 percent during year under review driven predominantly by Heavy Commercial Vehicle, Light Commercial Vehicle and Three-wheeler segments.
Vehicle Production Growth Rates:
| Production | +/(-) PY | |||||
|---|---|---|---|---|---|---|
| Segment | FY 13- 14 |
FY 14- 15 |
FY 15- 16 |
FY 16- 17 |
FY 17- 18 |
FY 18 -19 |
| HCV | -20% | 26% | 23% | 2% | 3% | 28% |
| LCV | -14% | -10% | 3% | 6% | 18% | 22% |
| Car + UV | -4% | 6% | 6% | 11% | 6% | 0% |
| 3 Wheeler | -1% | 14% | -2% | -16% | 31% | 24% |
| Production | +/(-) PY | ||||||
|---|---|---|---|---|---|---|---|
| Segment | FY 13- 14 |
FY 14- 15 |
FY 15- 16 |
FY 16- 17 |
FY 17- 18 |
FY 18 -19 |
|
| Tractor | 22% | -13% | -8% | 21% | 14% | 14% | |
| 2 Wheeler | 7% | 10% | 2% | 6% | 16% | 6% | |
| TOTAL | -2% | 5% | 2% | 6% | 15% | 7% |
Non-Automotive:
The Indian Professional Tools market is estimated to be around INR 18 billion by value in the year 2018 and is expected to grow at 7 percent. This is in line with the estimated growth of the construction sector, which is its biggest customer. The market trend is shifting towards the mid-price category indicating that the users are steadily upgrading from hand tools to power tools.
The Building technology (Security technology) market in India is growing at 5 percent driven by the need to secure Critical Infrastructure, Government Buildings, Public and Private Spaces. The Technology trends in this space are evolution and maturity of IP Convergence, analytics and seamless integration. The market is also preparing itself to deal with the challenging threats and changes driven by fast changing hardware and software. The Industry is also maturing driven by the renewed scope in Regulation and Bottoms-up desire to feel safe and secure.
The solar energy sector in India stabilized since the start of the year under review, with solar PV panel prices settling and clarity in applicable GST rates coming in. As of December 2018, the total installed capacity stood at 27.9 GW, making India the third largest solar market globally. Of the total installed capacity, rooftop solar capacity accounted for 3.3 GW, indicating a strong 66 percent growth over the previous year. The energy efficiency market continued to grow with government-led initiatives like the Partial Risk Sharing Facility for Energy Efficiency and Perform-Achieve-Trade scheme.
With India's commitments to the Paris Climate Agreement, the energy efficiency market is expected to pick up further pace in the current financial year and drive adoption in energy-intensive industrial and commercial sectors. The solar energy market is anticipated to grow further and achieve the government target of 10 GW capacity addition for the year, with 2.5 GW capacity addition coming from rooftop solar.

Bosch Limited offers an integrated system including motor, control unit, battery, charger, display, and app.
3.3. Business and segment wise performance
The overall performance of the Company witnessed a growth of 4.9 percent. Mobility business (Automotive) posted a growth of 2.8 percent, while the Business beyond mobility (Others) grew by 17.9 percent. Domestic mobility business witnessed an increase of 3.4 percent, mainly driven by Powertrain Solutions with increased demand from Commercial Vehicle segment due to infrastructural projects, growth in FMCG and e-commerce, and demand in 3-Wheeler segment towards last mile connectivity solutions.
As the Company predominantly operates in manufacturing and trading of mobility solutions, this constituted 84.8 percent of total sales for the Financial Year 2018-19. The Business beyond mobility, comprising of Industrial Technology, Consumer Goods and Energy and Building Technology, had a share of 15.2 percent. Hence, the operating segment consists of "Mobility Business" (Automotive Products) and "Business beyond mobility" (Others).
3.3.1 Operating Segment
Mobility Business:
Powertrain Solutions
The successful merger of the former Diesel Systems and Gasoline Systems in early 2018 has given rise to Powertrain Solutions with the aim to develop and provide unmatched solutions to Automobile industry regardless of the energy source. This also helped in bringing synergy among two divisions and helped in standardization of processes and deployment of resources in a more productive manner.
The Powertrain Systems division offers an extensive range of energy efficient, eco - friendly fuel injection systems for applications ranging from passenger cars and all kinds of commercial vehicles and agricultural equipment to large - scale industrial power generation units. It focuses primarily on the commonrail system, which comprises of a high - pressure injection pump, rail and various injectors.
The general market sentiment was buoyant in CV segment due to growth in infrastructure and higher sales in tractor segment driven by good monsoon and new launches having targeted products manufactured by the Company led to the growth of Powertrain Systems business by 2.4 percent over the previous
year. In future, the growing working population and expanding middle class will remain the key drivers of growth for automobile industry.
The Distributor pump injection system has seen a considerable reduction post implementation of BSIV emission norms. The In-line pump system continues to be stable on account of demand from Tractor and Genset segments. Bosch is continuously gearing up to handle the customer requirements for the upcoming BSVI emission norms implementation from 01.04.2020.
2 Wheeler business grew by 2.3 percent aided through targeted product launches. During the year, the Company has started engineering activities for BSVI projects, which are due to be delivered by late 2019, for smooth transition into new emission norms. With the tailored product portfolio for the Indian market, we are providing vehicle manufacturers with local engineering competence - aiming towards realizing the vision of nearly emissions - free mobility.
Further during the year, we also embarked upon challenging electrification programs, which will be delivered to our customers in 2019. This will open up new stream of business for 2 Wheeler products in India.
Automotive Aftermarket
The Automotive Aftermarket division (AA) offers a comprehensive range of spare parts for passenger cars, commercial vehicles and 2-Wheelers for the aftersales-market & OES (Original Equipment - Spares). Automotive Aftermarket Division also offers unit repair solutions as well as vehicle repair solutions especially for Passenger Cars & 2-Wheelers including diagnostic for independent aftermarket. The product portfolio consists of Bosch manufactured products like Fuel Injection Equipment & Spares, Spark Plug, Braking Parts and Filter, as well as products & services like Battery, Starter Generators, Lubricants, Comfort Electronics, Wiper Blades and Lubricant developed and manufactured by other manufacturers.
The Automotive Aftermarket division is the largest Independent Aftermarket (IAM) network in India. During the year under review, the Division grew by 6.5 percent.
The division released simplified business development policy in 2018 towards customer centric initiative which was very much acknowledged by distributors. The division has more than 87,000 customers in BRO (Bosch Rewards On Orders), a retailer binding program and more than 55,000 customers in Bosch UKU (Ustadon Ke Ustaad) Program, a program for Independent Repair workshop for Commercial Vehicle segment which creates demand for Bosch range of parts across all vehicle segments. The division also worked in transparent and digital reimbursement of eligible 2nd Trade Level customers (Retailer & Bosch Service Partners) incentives directly to the customer's account through NEFT.
Business beyond Mobility:
The Business beyond Mobility has grown by 17.9 percent; which was driven predominantly by Power Tool and Bosch Energy & Building Solution Division in domestic market; which contributed to 91.3 percent of total business beyond mobility during the year under review as compared to 83.4 percent during the previous financial year. However, export sales of total business beyond mobility decreased by 39.2 percent as compared to previous financial year.
Industrial Technology - Packaging Technology
The Packaging Technology Division is a provider of packaging solutions for the food and confectionery industries. The range includes individual machines, end-to-end packaging system solutions and a comprehensive service portfolio.
Robert Bosch GmbH, the holding company, vide its press release dated June 29, 2018 informed that it intends to realign its Packaging Machinery Business (PA). The proposed slump sale of the India business is a pre-requisite to be a part of the global re-alignment.
The Board of Directors of the Company, at their meeting held on May 21, 2019, have approved the sale of Packaging Business, subject to the approval of the shareholders.
PA Business globally is characterized by tough competition and cost pressure. Packaging technology is not a core Bosch business. Due to dependence on PA global for technology and Intellectual Properties (IP), local business cannot be run profitably on standalone basis. Packaging division in India operates in a very competitive environment, competing with Small and Medium Enterprise (SMEs) with structural advantages. Even the margins in this business are very low. Hence, it has been thought fit to globally re-align the said business by seeking a joint venture
partner or a buyer for opening up additional growth potential and enabling further expansion of international presence. The proposed re-alignment would enable the global PA business additional growth opportunities.
The PA Business in India ("PA-IN") constitutes approximately 1.4 percent of the total business of the Company. The sale of PA-IN will allow the Company to sharpen its focus on transformation of the Bosch Group and its future digitalization strategy, including the internet of things and to pool its resources accordingly. The sale of PA-IN business may enable the Company to increase the overall profit margin.
Consumer Goods - Power Tools
The Power Tools business comprising corded and cordless power tools, spares, accessories, digital measuring tools and high pressure washers witnessed a growth of 13.8 percent.
The Division achieved 100 percent growth in terms of Channel expansion to Tier 3 and Tier 4 markets. It aims at reducing the distance to its users and will continue to focus on improving their lives by providing affordable solutions. Its focus on the loyalty program and e-commerce channels for business would also continue to be essential contributors to the overall business.
Energy and Building Technology (Building Technology, Bosch Energy & Building Solutions and Thermo-technology)
Building Technology (Security Technology)
The Building Technology division manufactures innovative products and solutions in the field of security, safety and communications primarily for infrastructure and commercial applications. The portfolio includes video-surveillance, intrusiondetection, fire-detection, public address and voicealarm systems, access-control, building management systems, professional audio and conference systems.
The business achieved a growth of 8.8 percent over the previous year, driven by orders in the verticals of Transportation, Government, Oil and Gas. Futuristic products like the new high Mega-Pixel Cameras, Professional Audio speakers and Amplifiers and localized Conference Systems that were introduced were well received. During the year under review, the exports continued to increase due to rise in demand of Fire Alarm Systems from SAARC customers.
Bosch Energy & Building Solutions
The division implements customized energy solutions

in the solar energy and energy efficiency space for commercial and industrial clients for reduction of energy consumption, costs and carbon footprint.
The division achieved substantial growth of 63.6 percent over the previous year due to tailwinds from stable market conditions and resumption in demand compared to the previous year, combined with 2 large solar project orders. The year under review saw project completions for key clients (like Honda Motorcycle and Scooter India, Bangalore International Airport, Bagmane Tech Park, Nilons' Enterprises and Mysore Polymers & Rubber Products) for solar energy and energy efficiency solutions.
In the current fiscal year, the division is focusing on consolidating the solar energy business with implementations for captive power consumers and scaling up the energy efficiency business with deeper penetration of its established solutions in focus customer sectors.
Thermo-technology
At the meeting of the Board of Directors held on May 21, 2019, the Board has decided to close the "Thermo-technology Business".
This business was established in 2011 and has not been profitable since the beginning in India. The overall revenue from this business is small and not material. Considering the business competitiveness and market attractiveness, the Company does not find this business viable. Overall, it is a highly fragmented market with very high competition from unorganized players. The Company will continue to provide spare parts and service for Thermo-technology Business offerings for the next 5 years.
3.3.2 Revenue by geographical area
The export sales of the Company decreased to 7.6 percent to the total sales for the year under review as compared to 9.2 percent during the previous financial year. The Company's exports, bulk of which were to Germany, China, Turkey, Brazil, Bangladesh and UAE decreased by ~12.0 percent as compared to previous year majorly in Packaging Division, Powertrain Solutions, Building Technology and Thermo Technology Divisions.
3.4 Financial Performance and Condition
Sale of products
Sale of products grew by 5.1 percent over previous year on a comparable basis and stood at Mio INR 117,818. The increase is attributable to better sales volumes in Powertrain Solutions division consisting of Diesel and Gasoline powertrain products.
Sale of services
Sale of services is marginally decreased by 1.7 percent over previous year, mainly due to deferral of revenues as per Ind AS 115 - "Revenue from contracts with customers".
Other operating revenue
Other operating revenue stood at Mio INR 2,120, increased by 0.6 percent over the previous year.
Other income
Other income, which mainly comprises of mark-tomarket gains, profit on sale of marketable securities, dividend and interest income, increased by 16.3 percent over the previous year. Income from net gain on financial assets measured at Fair Value through Profit and Loss (FVTPL) was Mio INR 3,093 for the year under review as against Mio INR 2,185 in previous year.
Income from interest on bank and inter-company deposits increased by 6.2 percent due to improved interest rates yielding higher returns.
Cost of materials consumed
The cost of materials consumed as a percentage of revenue increased from 53.9 percent to 55.3 percent during the year under review. The increase is mainly driven by commodity price and foreign exchange impact, offset by various cost reduction measures undertaken by the across value chain including with suppliers.
Personnel cost
Personnel cost as a percentage of revenue decreased from 11.6 percent to 11.2 percent during the year under review. This is attributed to continuous productivity improvement measures and reduced depth of production of new generation products.
The Company continues to focus on rationalizing its workforce based on its business needs in a fair manner, while sustaining productivity and competence.
Depreciation and amortization
The depreciation charge for the year under review was Mio INR 4,045 as against Mio INR 4,672 during the previous year ended March 31, 2018. The higher depreciation in previous year is attributable to new investments for expansion of new generation products at facilities situated in Bidadi (Karnataka) and Nashik (Maharashtra).
Provision for Tax
Tax Expense represents a net charge of Mio INR 7,430 in the year under review, as compared to Mio INR 6,698 in the previous year. The effective tax rate for the year under review was 31.7 percent as compared to 32.8 percent in the previous year due to tax refund relating to earlier years.
Profit After Tax (PAT)
Profit after tax increased by 16.6 percent to Mio INR 15,980 in the period under review from Mio INR 13,708 in previous financial year.
Other Comprehensive Income
The investment in equity securities is classified as financial assets through other comprehensive income as per the requirements of Ind AS 109. The changes in fair value of equity securities is recognized under other comprehensive income. Accordingly, the impact of Mio INR 997 (net of taxes) during the year under review is mainly contributed by increase in fair value of those investments.
Earnings per Share (EPS)
EPS (basic and diluted) of the Company for Financial Year 2018-19 was INR 525 per share as against INR 449 in FY 2017-18.
Share capital
As on March 31, 2019, the Authorized Share Capital comprises of 38,051,460 Equity Shares of INR 10 each. The issued, subscribed and paid-up capital is Mio INR 294.94 divided into 29,493,640 equity shares of INR 10 each. During the year under review, the Company had a buyback of 1,027,100 equity shares of INR 10 each.
Reserves & Surplus
Reserves & Surplus as on March 31, 2019 stood at Mio INR 82,917, which includes retained profits of Mio INR 82,491. During the year under review, Mio INR 21,569 was utilized for the purpose of buyback of equity shares.
Other Reserve
Other Reserve increased from Mio INR 7,210 to Mio INR 8,050 mainly due to change in the fair value of equity investments valued in line with Ind AS.
Shareholders' fund
The total Shareholders' fund decreased to Mio INR 91,262 as on March 31, 2019 from Mio INR 99,813 as on March 31, 2018, mainly due to utilization of general reserves for the purpose of buyback during the year under review; which is further offset by profits during the year under review.
Fixed assets – capital expenditure
The gross fixed asset value (including Capital Work-In-Progress) as on March 31, 2019 was Mio INR 33,269 compared to Mio INR 27,629 as on March 31, 2018.
The Company made capital investments of Mio INR 5,975 during the year under review in addition to Mio INR 4,600 invested during previous year. Major investments were made towards development of Bidadi Phase II and Adugodi Phase II in Karnataka.
Investments
The total investments (excluding investment in property) as on March 31, 2019 decreased to Mio INR 40,361 as against Mio INR 52,228 as on March 31, 2018 mainly for the purpose for funding the buyback of the equity shares during the year under review.
Working capital
Inventories
Inventory as on March 31, 2019 increased by 17.8 percent to Mio INR 14,443 from Mio INR 12,258 as on March 31, 2018 mainly due to lower inwarding from OEMs (Original Equipment Manufacturer) in Automotive segment; as an effect of production cuts in order to liquidate dealer inventory in the last quarter of the year under review.
Trade receivables
Trade receivables as on March 31, 2019 decreased to Mio INR 15,675 as against Mio INR 16,156 as on March 31, 2018 mainly due to reduction in turnover during the last quarter of the year under review. This is further supported by improved collections against overdue receivables in retail market customers of other divisions.
However, there is an increase of 4 days in Debtor Turnover Ratio due to delay in collections from export customers (SAARC countries), higher project billings with long collection period to infrastructure projects from building technology division and Machine building projects in packaging division.
Cash and Bank balances
The total cash and bank balances as on March 31, 2019 was Mio INR 12,527 (including cash and cash equivalent of Mio INR 2,032), compared to Mio INR 18,878 (including cash and cash equivalent of Mio INR 3,633) as on March 31, 2018.
Key Ratios:
| Ratio | 2018-19 | 2017-18 |
|---|---|---|
| Debtor Turnover Ratio (in days) | 49 | 45 |
| Inventory to Sales Turnover Ratio (in days) |
41 | 39 |
| Interest Coverage Ratio (percent) ¹ | NA | NA |
| Current Ratio | 1.6 | 1.8 |
| Debt Equity Ratio (percent) ¹ | NA | NA |
| Operating Profit Margin (percent) | 14.3% | 13.7% |
| Net Profit Margin (percent) | 13.0% | 11.5% |
| Return On Capital Employed (ROCE) (percent) |
18.2% | 17.0% |
| Return On Net Worth (RONW) (percent)² |
15.6% | 14.8% |
| Working Capital (No. of days) | 72 | 79 |
| No. of Employees (average) | 9,410 | 9,517 |
¹The Company does not have any interest bearing debts, borrowings or long term liabilities.
²RONW increased due to higher PAT contributed by increase in turnover, cost efficiency measures and one time Gratuity impact in the previous year.
3.5 Human Resource Development and Industrial Relations
Human Resource Development
During the year under review, Human Resources (HR) continued its transformation initiatives, in a volatile and uncertain business environment, to cater to the organizational requirements.
The Company has collaborated with the global organization 'Great Place to Work', in its endeavor to become a great place to work. The objective is to bring about a High Performance Culture and Ownership and build a High Trust Culture of collaboration and thereby achieve Organizational Objectives.
The Company continued its efforts to foster and drive younger generation towards future leadership. The Company was again recognized at the National Competition for Young Managers 2018 conducted by the All India Management Association with the Company bagging the national level award.
The Company, through its Integrated Talent Management initiatives, continued to enable learning, networking and collaboration by emphasizing on cross entity movement between different Bosch legal entities enabling holistic development and encouraging integration across different entities/locations.
Industrial Relations (Employee Relations)
Industrial Relations in all plants generally remained cordial during the year under review. Transitioning from 'Industrial Relations' to 'Employee Relations', a more focused approach on increased Employee Engagement and increased collaboration between various plants, corporate departments and amongst all level of employees was continued. The Company continues to deal with the said matters in a fair and firm manner in a journey towards "Fit for Future".
During the year under review, increased connect with Government and statutory bodies, Engagement calendar, Compliance checklist, self-audits and cross audits, etc. were continued to strengthen Employee Relations.
The Company has received appreciations from its various customers for its best practices and approach in Employee relations with a clear focus on engagement and trust building.
3.6 Internal Audit and Internal Financial Controls
The Company has an Internal Audit function. The Internal Audit department provides an appropriate level of assurance on the design and effectiveness of internal controls, its compliance with operating systems and policies of the Company at all locations. Based on the internal audit report, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective measures thereon are presented to the Audit Committee.
The Company has an effective and reliable internal financial control system commensurate with the nature of its business, size and complexity of its operations. The internal financial control system provides for well-documented policies and procedures that are aligned with Bosch global standards and processes, adhere to local statutory requirements for orderly and efficient conduct of business, safeguarding of assets, detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable financial information. This also identifies opportunities for improvement and ensures that good practices are imbibed in the processes that develop and strengthen the Internal financial control system and enhances the reliability of the Company's financial statements.
The Audit Committee reviews the internal audit plan, adequacy and effectiveness of the internal control system, significant audit observations and monitors the sustainability of remedial measures. It also reviews functioning of the Whistle Blower mechanism and reviews the action taken on the cases reported.
The efficacy of the internal checks and control systems is validated by self-audits and verified by internal as well as statutory auditors.
3.7 Opportunities and Threats
The Indian economy saw a slowdown in the last quarter of 2018 and first quarter of 2019 –due to uncertainty in the market, mainly due to the impending general elections coupled with the liquidity crisis. This resulted in high inventory at the OEMs and dealers. Now, with a stable pro-reform government back in power pursuing a fiscal consolidation path, the pickup in growth is expected to be gradual. But the overall direction is clear, development being the top priority, the opportunities for the fast adoption of technology in India is certain. Upgradation of infrastructure being the fundamental foundation for development, this is an opportunity for the company's Beyond Mobility divisions dealing in domains like Building Technology and Consumer Goods (Power Tools).
In the mobility scenario, the various initiatives of NITI Aayog and Ministry of Road Transport and Highways e.g. MOVE – the Global Mobility Summit, where stakeholders from across the sectors of mobility and transportation gathered to co-create a public interest framework to revolutionize transport – shows the importance of Mobility as a topic for India.
From the various pronouncements of the government and its agencies, it is clear that reducing the oil bill is of paramount importance and thus electrification in mobility is the way forward. While we are working closely with OEMs in various concurrent projects to deliver the BSVI mandate, electrification also opens up new opportunities and challenges in the mobility space. FAME 2 (Faster Adoption for Manufacturing of Electric and Hybrid Vehicles) has been announced providing incentives for all EVs and promoting EV infrastructure. Also, there are indications that GST for EV will be reduced to 5% from 12%. These steps clearly show the impetus given to create a demand for EVs in the country.
Two and three-wheelers, will be the early adopters of electrification. This will gradually move towards fleet passenger cars, but the Internal Combustion Engine (ICE) will continue to be the dominant technology in the remaining segments. Bosch with its focus on environment, continues research and improvements in diesel technology and applications; and has been able to achieve even lower emissions than what is mandated.
Other key areas of focus emerging from MOVE Summit was Asset Utilization and use of Analytics in Mobility. To cater to these new age businesses we have created agile project houses, both on Electrification and Mobility Services to understand the local requirements and use the global expertise to provide localized solutions for the Indian market. These project houses being a step towards future-proofing of the Company will need time to translate to mature businesses.
3.8 Risks and Concerns
The Company follows a specific, well-defined risk management process which is integrated with its operations, for identification, categorization and prioritization of operational, financial and strategic business risks. Across the organization, there are teams responsible for the previously mentioned processes who report to the Senior Management.
The Risk Management Committee headed by Mr. Soumitra Bhattacharya, Managing Director, reviews the effectiveness of the process at regular intervals.
Following are the major risks and mitigation measures:
1. Disruptive norms:
Automotive industry is in the midst of changes like BSVI, and Electrification. These are considered by the Company as one of the major risk.
- (a) Shift to BSVI: The jump from BSIV to BSVI in a short span of about 3 years, the pace of change and the short time duration for preparedness are challenging. Shift to BSVI products, which are largely based on imports, in the initial years, and have low replacement requirements in the Aftermarket, may have an adverse financial impact on the Company. The Company is currently working on customer project acquisitions and measures are being enforced to minimize the financial impact.
- (b) Electrification: There has been a lot of discussion on electrification by various stakeholders including the Government, OEMs and auto component manufacturers. The technological dominance, which the Company currently has in the auto component industry, might not be available once electrification has its way into the industry. However, the Company, being a global end-to-end solution provider, has its own advantage and is working closely with some of the top customers in the industry.
- 2. Competition: The Company operates in a highly competitive environment due to which there are risks of pressure on pricing, loss of market share due to de-risking from some customers, judicial changes and increased import content. Spurious
parts and cheap imitations continue to put pressure on existing market share, primarily for Automotive Aftermarket and Power Tools divisions.
The Company, as a strategy, localizes products over a period resulting in reduction of price of the products and consequent increase in the market share. Respective business unit teams undertake a comprehensive competitor analysis periodically to evaluate competitors' strategies vis-à-vis, our own products and services and define our counter strategic and marketing plans.
3. Industrial Relations (IR): IR-related risks continue on account of surplus capacity at the Company's Powertrain systems plants and high lead time for wage settlement. These include possible risks arising from stoppage of production and/or leading to unpredictable cost structure and/or possible lay-off.
The Company adopts more focused continuous action plan for wage settlement, offers attractive voluntary retirement schemes, Firm and Fair approach for settlement with contract labour and implement "selected" industry best practices. As continued process in building capability initiative, special trainings were conducted on Employee Relations and adding value to Front line leadership development in the plant.
- 4. Heavily auto sector dependent: About 85 percent of the business is dependent on the auto sector. Performance of the Company, therefore, is dependent on this sector's growth.
- 5. Economy/Industry: The automotive industry is going through a rough patch currently due to various issues like lower demand, tight liquidity crunch, high fluctuations in customer demand and in general slowdown due to general elections. Even though most of these are likely to be temporary, it could impact the Company in short and mid-term.
3.9 Outlook
In the near term, the downtrend in the automotive market with high inventory built-up in the pipeline is a definitive threat. With the ongoing slowdown in the market and multiple manufacturers regulating their production, we perceive a very conservative outlook of this sector. Though empirical evidence in the past suggests a pre-buy in the market before implementation of regulatory changes like the BSVI changeover. However, in the current market scenario there is a high uncertainty on a pre-buy. With a definitive deadline in place for BSVI implementation, the OEMs will be looking forward to exhausting their complete inventory and not carrying over inventory of obsolete technology. Furthermore, the implementation of safety and emission norms will also lead to increase in the cost of the vehicle resulting in
higher TCO (total cost of ownership). Increase in fuel prices, rise in third party insurance charges, coupled with NBFC financial crisis and low employment rate would lead to poor market sentiments. Thus, FY2019-20 looks to be of muted growth at best, if not negative.
4. Manufacturing Facilities
4.1 Bengaluru (Karnataka)
The 68 year old Bengaluru plant transforming itself into a lean and agile plant with the vision statement of 'We Shape the Future' is now looking beyond at being a market leader with technology & digitalization as the pillar. The new vision to aid this strategy is 'WE LEAD', which was launched as the direction until 2021. This Plant has the manufacturing facility for the 93 year old product 'A Pump' which is still going strong in the tractor and diesel genset segments of Automotive Market & the Single Cylinder PF Pumps. During the year under review, the plant achieved a milestone of manufacturing its 20th million A-pump & marked the highest sales number of 1.05 million in 2018.
The plant has implemented an intensive System Continuous Improvement Process for improving and sustaining quality and remaining cost competitive. With this as a blueprint, the restructuring of machinery and equipment together with focus on increasing operational efficiency on the shop floor have made value streams even leaner. Additionally, the plant is using low cost automation solutions for process optimization and reduction of manual effort resulting in better quality and speed in the value chain. With all these restructuring measures, the plant with its men & machines will get shifted to Bidadi (Phase II) by Q2 2019.
4.2 Bidadi (Karnataka)
Being one of the youngest manufacturing plants, Bidadi is progressing towards being a pioneer in I4.0 Solutions & low cost automation solution. House to the common rail pumps, high-pressure rails & common rail single cylinder pumps the strategy is to be a benchmark manufacturer in terms of quality & cost which is driven by the new vision 'WE LEAD'. Many COBOTS (Collaborative Robots) in manufacturing aid in simultaneously achieving two targets: significant cost reduction & improving quality by eliminating human errors.
The plant also has a 'Carbon Neutral-2030' strategy to reduce the carbon footprint. The solar power capacity has been upgraded to 8.7 MWp in the year under review. Apart from which numerous tree plantation and usage of LNG are in place to make the plant greener.
The plant has commenced lake rejuvenation project in the area adjacent to its facilities.
With the manufacturing facilities and people getting shifted from Bangalore plant to Bidadi plant by Q2'2019, Bidadi will become the single plant for Powertrain system products in Karnataka.
4.3 Nashik (Maharashtra)
Nashik plant manufactures the Common Rail Injectors (CRI) and components including nozzles for both common rail and conventional diesel injectors. During the year under review, the plant successfully transferred the production facility of Conventional Injectors (NHA) to Jaipur plant. Additional capacity was added for CRI product by relocation of a high volume line from Bosch Turkey plant. Nashik plant celebrated the production of 25th million CRI and became the second largest manufacturer of CRI 2-16 injectors in the Bosch group globally.
During the year under review, the Nashik plant continued its endeavor to use renewable source of energy. The plant has an overall capacity of 13 MWp of solar energy generation. The plant is the first Bosch plant in India and fifth worldwide to receive ISO 50001:2001 certification for Energy Management.
Focusing on behavior based safety, reduction of first aid cases and capturing and working on near miss incidents, the plant recorded a "zero accident" year. The plant was awarded by CII for the Manufacturing excellence practices of Industry 4.0.
4.4 Jaipur (Rajasthan)
The Jaipur plant produces Distributor (VE) Mechanical and Electronic Diesel Control Pumps used in Light and Heavy Commercial Vehicles, Sports and Multi-Utility Vehicles and tractors. Relocation of manufacturing of Conventional Injectors from Nashik to Jaipur was successfully completed during the year under review. These are used in both on-highway and off-highway applications including Light and Heavy Commercial Vehicles, Locomotives, Tractors and Gensets.
Growth in the domestic LCV and tractor markets resulted in good turnover in spite of reduction in other OE volumes due to implementation of BSIV Emission Norms with effect from April 01, 2017.
The plant is the first Bosch plant in India to win the "National Safety Award" in two categories, 'Accident free year' and 'Lowest Average Frequency Rate' from the Government of India in September 2017. The plant also won other awards including CII Lean Award for lean manufacturing.
4.5 Naganathapura (Karnataka)
The Naganathapura plant produces Spark Plugs, a product produced by the Bosch group for over a century. The year under review witnessed an increase in the turnover mainly due to higher demand from OE and Independent Aftermarket segments.
Focusing on improving cost competitiveness, productivity improvement projects were implemented in addition to safety and quality improvement programs.
During the year under review, Machine building division and manufacturing of automotive service solutions were relocated from the Bengaluru plant to Naganathapura plant.
4.6 Verna (Goa)
The Verna plant provides a variety of applications and solutions relating to packaging market in India and SAARC countries. The products and solutions of the plant also have good presence in Africa.
During the year under review, Verna plant executed many challenging projects, made successful product transfers and took big steps in Horizontal Form, Fill & Seal product line. The plant also introduced new products like SVI 4000WR and BVK 1200 in the market.
4.7 Gangaikondan (Tamil Nadu)
Situated at Tirunelveli, Tamil Nadu with a 6,200 sq. meters of built-up area, the state-of-the-art Gangaikondan plant is the Powertrain Solutions plant in India catering to the needs of growing Gasoline automobile market (both four and two-wheelers) in India. This plant was inaugurated in 2015 and achieved a break-even during the year under review.
The plant mainly produces Powertrain Sensor products, Air Management products, Fuel supply Modules, Fuel Injection products for Gasoline vehicles. Year on year, the plant has increased its output by 30 percent and is ready to face the market demands.
4.8 Chennai (Tamil Nadu)
The Power Tools facility admeasuring approximately 8,500 sq. meters is located at Indospace Industrial Park, Orgadam, Tamil Nadu. At present, the facility cater mainly to the Indian and SAARC markets. It primarily manufactures Small Angle grinders, Large Angle grinders, Marble cutters, Blowers, Drills and two-kg Hammers, along with their motors. The plant produces Blowers for the entire global market.
The plant was accredited with Power Tools plant excellence award for the second consecutive year as well as best improving plant within the Power Tools international network.
5. Information Technology (IT)
The Company is working towards making the IT system robust to support operational efficiency, quick decision making and ensuring quality customer experience. During the year, the Company continued to enhance its IT infrastructure to facilitate better internal as well as external communication, by introducing various IT tools.
After the smooth rollout of GST last year, during the year under review, the Company has further upgraded its IT systems for centralized tax returns (GSTR1 and GSTR2), apart from incorporating changes based on the GST notifications on ongoing basis.
The Company is already using industrial IoT (Internet of Things) and Industry 4.0 concepts and now plans to scale up this initiative to improve efficiency and quality.
In order to ensure our competitive edge and leverage market opportunity with emerging business models, Digital Transformation initiative was launched. This will lay thrust on various digital solutions and technology, thereby generating revenue through new business channels, drive competitiveness through process automation and focus on transformation of the workforce from 'Digital Naïve' to 'Digital Native'.
The Company is providing topmost priority for information security to insulate the Company and its operations from external threats, including cyber attacks. The Company has put in place comprehensive measures, to provide organizational and technical protection against system outages, data loss, and data manipulation. In expanding our privacy and IT security organization, we are equipping ourselves for the growing requirements of the National Privacy Regulation and EU's General Data Protection Regulation.
The implemented measures include mandatory documentation, awareness campaigns and risk based security audits.
6. Change Initiatives
6.1 Continuous Improvement Process (CIP)
Structured CIP deployment and review by Senior Leadership in 2018 helped in the increase of number of suggestions per employee by 19 percent and number of Shop Floor CIPs / Lernstatt's by 12 percent over 2017 leading to CIP savings increase by 40 percent.
For 2019, emphasis has been laid for making CIP as part of Corporate Culture and the same has been addressed by rolling-out CIP approach from 2019 onwards. This will support in addressing various important cultural aspects of CIP viz. regular review by Leadership, enabling associates at different levels by means of
trainings and support, building the competent pool of CIP Coordinators and recognition of outstanding contributors.
6.2 Bosch Production System (BPS)
One of the Strategic focus points from the "We are Bosch" statement is efficient processes, lean structure, high productivity, secure and increase in value of the Company. To augment Operational excellence, People competency on Lean has been given adequate attention. Technical and Commercial Plant Managers were given insights on Improvable System approach so that Business KPR's can be achieved on a sustainable basis. "Learn by doing" workshops for Value stream Managers were conducted at Gemba to bring "Stability in processes". Boot camps to qualify BPS Assessors and Cross assessments have improved the understanding of Lean concepts. At the same time Learning and Sharing among plants has become the norm. BPS day for RO-IN plant was conducted in Bangalore in May 2018.
All these activities have supported us in moving swiftly up the ladder of Excellence. KPR's on Lead time, inventory, productivity and delivery performance have improved significantly over the previous year.
Bosch had also been adjudged the Winner in 3 categories organized by CII on "Lean implementation at Value streams" in Bengaluru in May 2018.
7. Business Excellence
Striving for excellence has been the Company's strategic focal point, which will help to succeed. We measure ourselves against our strongest competitors, we are Agile and accurate. With efficient processes, lean structures, and high productivity we intend to secure and increase the value of the Company. Through Business excellence we are aiming at increasing our overall organizational efficiency to fuel our future growth.
8. Awards and Recognition
During the year under review, the Company won several awards for excellence. Few such awards are:
- Supplier Support Award from Mahindra Swaraj
- Customer Driven Six Sigma Project recognized by Ford India – Nashik Plant
- "Growth Through Comprehensive Excellence" at the Maruti Suzuki Vendor Conference
- "Best Supplier Award" by VECV at the Annual Supplier Conference 2018
-
Landmark Purchase Agreement with Hero MotoCorp Ltd (HMCL)
-
TKML 0 PPM Award for 2017
- "Best Supplier Award" by TMTL at the Annual Supplier Conference 2018
- Leading EPC Solar Rooftop Award
- National Safety Award from Govt. of India Jaipur Plant
- "GOLD Award" in ICQCC-2018 Singapore
- Bajaj Quality Award Gangaikondan Plant
- Ashok Leyland Supplier SAMRAT Competition Nashik Plant
- Quality Excellence Award from SMLI
- Best Tech Award Supporting Energy Efficiency 2018
- "Gold Award" from Greaves Cotton Limited
- CII-SR EHS Excellence Awards 2018 Bidadi Plant
- CO2 Energy Efficiency at Bosch EHS Award 2018 Nashik Plant
- Global Safety Award 2019: Gold category Nashik Plant
- NSCI Safety Award 2018 Jaipur Plant
- Gold Award from Greaves Cotton Limited
- John Deere Award for New Product Development
- John Deere Award for Commendable Performance for India Business
9. Directors and Key Managerial Personnel
9.1 Directors Retiring by Rotation
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Soumitra Bhattacharya (DIN: 02783243) and Mr. Peter Tyroller (DIN: 06600928) retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-election at the said Meeting.
Brief profiles of Mr. Soumitra Bhattacharya and Mr. Peter Tyroller form part of the Notice convening the 67th Annual General Meeting of the Company.
9.2 Changes in the Key Managerial Personnel and Board
9.2.1 Board of Directors
Ms. Renu S. Karnad resigned from the Directorship of the Company due to other commitments and limitation of time with effect from September 25, 2018. The Board places on record its sincere appreciation for the valuable guidance provided by Ms. Karnad during her tenure as Director of the Company.
The Board of Directors, on recommendation of the Nomination & Remuneration Committee and subject to the approval of the shareholders, appointed Dr. Gopichand Katragadda as an Additional Director designated as an Independent Director for a term of 5 years with effect from December 04, 2018.
Mr. Bernhard Steinruecke and Mr. Bhaskar Bhat were appointed as Independent Directors of the Company for a period of 5 years with effect from April 01, 2014 to hold office upto March 31, 2019.
The Nomination & Remuneration Committee, on the basis of performance evaluation of Independent Directors and taking into account the external business environment, the business knowledge acumen, experience and the substantial contribution made by Mr. Bernhard Steinruecke and Mr. Bhaskar Bhat during their tenure, has recommended to the Board that continued association of Mr. Bernhard Steinruecke and Mr. Bhaskar Bhat as Independent Directors of the Company would be beneficial to the Company. Based on the above and performance evaluation of Independent Directors, the Board of Directors recommend re-appointment of Mr. Bernhard Steinruecke and Mr. Bhaskar Bhat as Additional Directors designated as Independent Directors of the Company, not liable to retire by rotation, to hold office for a second term of 5 consecutive years with effect from April 01, 2019 till March 31, 2024, subject to the approval of the shareholders.
Dr. Andreas Wolf was appointed as a Joint Managing Director of the Company for a period from January 01, 2017 to February 28, 2019.
On recommendation of the Nomination & Remuneration Committee, the Board of Directors, at their meeting held on February 13, 2019, re-appointed Dr. Andreas Wolf as Joint Managing Director for a period of three years with effect from March 01, 2019 till February 28, 2022, subject to the approval of the shareholders.
The Company has received notice from Member under section 160 of the Companies Act, 2013, proposing candidature of Dr. Gopichand Katragadda, Mr. Bernhard Steinruecke and Mr. Bhaskar Bhat for the office of Director(s) of the Company at the forthcoming Annual General Meeting.
The following resolutions, in addition to re-appointment of Mr. Soumitra Bhattacharya and Mr. Peter Tyroller, who retire by rotation, relating to the aforementioned
re-constitution of the Board of Directors of the Company will form part of the Notice convening the 67th Annual General Meeting of the Company:
- i. Appointment of Dr. Gopichand Katragadda as an Independent Director for a period of 5 consecutive years with effect from December 04, 2018.
- ii. Appointment of Mr. Bernhard Steinruecke as an Independent Director for a second term of 5 consecutive years with effect from April 01, 2019.
- iii. Appointment of Mr. Bhaskar Bhat as an Independent Director for a second term of 5 consecutive years with effect from April 01, 2019.
- iv. Re-appointment of Dr. Andreas Wolf as Joint Managing Director for a period of 3 years with effect from March 01, 2019.
Brief profiles of Dr. Gopichand Katragadda, Mr. Bernhard Steinruecke, Mr. Bhaskar Bhat and Dr. Andreas Wolf form part of the Notice convening the 67th Annual General Meeting of the Company.
9.2.2 Key Managerial Personnel
Mr. Anuj Sharma resigned as Compliance Officer (interim) with effect from November 04, 2018. The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Rajesh Parte (ACS 10700) as the Company Secretary and Compliance Officer with effect from November 05, 2018.
As on the date of this report, the following have been designated as the Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
- Mr. Soumitra Bhattacharya Managing Director
- Dr. Andreas Wolf Joint Managing Director
- Mr. Jan-Oliver Röhrl Executive Director
- Mr. S.C. Srinivasan Chief Financial Officer & Alternate Director designated as a Whole-time Director
- Mr. Rajesh Parte Company Secretary & Compliance Officer
9.3 Independent Directors
All the Independent Directors have given a declaration to the Company that they meet the criteria of independence prescribed under section 149(6) of the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
9.3.1. Familiarization Programme for Independent Directors
For details of programmes of familiarization of the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company and number of hours please refer to the Corporate Governance Report.
9.4 Performance Evaluation of Directors
In line with the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, its Committees and individual Directors.
For details of the performance evaluation including evaluation criteria for Independent Directors, please refer the Corporate Governance Report.
10. Board Meetings
During the year under review, five meetings of the Board of Directors were held. The particulars of the meetings and attendance thereat are mentioned in the Corporate Governance Report.
11. Corporate Social Responsibility (CSR) Committee and Initiatives
Consequent to changes in the Board of Directors during the year under review, the CSR Committee was re-constituted by inducting Mr. S.V. Ranganath and Dr. Gopichand Katragadda as members. As on the date of this report, the CSR Committee comprises of Mr. Bhaskar Bhat (Independent Director) as its Chairman and Ms. Hema Ravichandar (Independent Director), Mr. S.V. Ranganath (Independent Director), Dr. Gopichand Katragadda (Independent Director), Mr. Soumitra Bhattacharya (Managing Director) & Dr. Andreas Wolf (Joint Managing Director) as its members.
The CSR Committee oversees the Company's CSR initiatives.
The Board of Directors have adopted a CSR Policy in line with the provisions of the Act. The CSR Policy, inter-alia, deals with the objectives of the Company's CSR initiatives, its guiding principles, thrust areas, responsibilities of the CSR Committee, implementation plan and reporting framework.
Some of the key CSR initiatives during the year under review include the following:
New projects:
• Bosch's support for Lalbagh Botanical Garden in Bengaluru began including the installation of Smart Parking facility, 8 Aerators in the Lalbagh Lake, 200 waste bins for dry and wet segregation at source and Solar Power Plants saving 20 tons of CO2 every year.
- Rejuvenation of the Shanumangala Lake in Bidadi.
- Development of Model I.T.I. (Skill Development Center) in Government ITI, Diary Circle Bengaluru
Sustainability and scalability of existing projects:
- BRIDGE: 20,000 less-educated youth trained and placed through 250 BRIDGE Centers across India.
- 25 RO Plants in Jaipur.
- 14 Check Dams in Nashik.
- Akshaya Patra Kitchen in Jigani: 25,000 meals cooked per day (from 15,000 last year).
- CHDP interventions in 300 Government schools.
Collaboration and Partnerships:
- Partnership with Tata Steel and Indian Oil-led Skill Center to run the BRIDGE program in Jamshedpur and Hyderabad respectively.
- Bosch is now a non-funded Industry partner of National Skill Development Corporation (NSDC) through which the BRIDGE program is scaled up at NSDC Centers.
- Bosch has also partnered with MEPSC (Management Entrepreneurship and Professional Skills Council) for assessing the 'Train the Trainer' program.
Details of the CSR Committee meetings and attendance thereat forms a part of the Corporate Governance Report.
Annual Report on Corporate Social Responsibility Activities of the Company is enclosed as Annexure 'B' (Page No. 61) to this Report.
12. Audit Committee
Consequent to changes in the Board of Directors during the year under review, the Audit Committee was re-constituted by appointing Mr. S.V. Ranganath (Independent Director) as the Chairman with effect from November 05, 2018. As on the date of this report, the Audit Committee comprises of Mr. S.V. Ranganath (Independent Director) as its Chairman and Mr. V.K. Viswanathan (Non-Executive and Non-Independent Director), Mr. Bernhard Steinruecke (Independent Director), Mr. Bhaskar Bhat (Independent Director) & Ms. Hema Ravichandar (Independent Director) as its members.
The Members of the Committee possess strong Accounting and Financial Management knowledge. The Company Secretary of the Company is the Secretary of the Committee.
During the year under review, the Board accepted all the recommendations of the Audit Committee.
Details of the roles and responsibilities, particulars of meeting and attendance thereat are mentioned in the Corporate Governance Report.
13. Subsidiary, Associate and Joint Venture Companies
13.1 Subsidiary Company
MICO Trading Private Limited (MTPL)
The Company has only one subsidiary viz., MICO Trading Private Limited. The financial performance of MTPL is as under:-
| [TINR] | ||
|---|---|---|
| Particulars | FY 2018-19 | FY 2017-18 |
| Total Revenue | 67 | 68 |
| Profit/(Loss) before tax | 6 | (51) |
| Profit/(Loss) after tax | 6 | (51) |
The Directors' Report along with the Audited Statement of Accounts of MTPL has been uploaded on the website of the Company at www.bosch.in under the "Shareholder Information" section.
13.2 Associate Company
Newtech Filter India Private Limited (NTFI)
The Company has one Associate Company viz., Newtech Filter India Private Limited. The Company holds 25 percent and Robert Bosch Investment Nederland B.V. holds 75 percent of the paid-up share capital of NTFI.
NTFI is the manufacturer of automotive filters, selling their products to the Company, which further sells the same to end customers.
Aftermarket contributed to 72 percent of the product sales while 28 percent were attributed to OEM and OES channels in 2018-19.
The financial performance of NTFI is as under:
| [Mio INR] | |||
|---|---|---|---|
| Particulars | 2018-19 | 2017-18 | % Growth |
| Turnover | 673 | 666 | 1% |
| Profit/(Loss) before tax | 16 | 16 | 0% |
| PBT % on Turnover | 2.4 | 2.4 | 0% |
A separate statement containing the salient features of the financial statement of the aforementioned Subsidiary and Associate is enclosed as Annexure 'C' (Page No. 66) to this Report.
13.3 Joint Venture Company
The Company has executed a Joint Venture Agreement dated March 20, 2019 with Prettl India Private Limited, its Joint Venture partner, for incorporation of the new joint venture company for the purpose of carrying out the business of manufacturing/assembly and supply of mechanical and electromechanical components and assemblies for automobile and non-automobile industry. Accordingly, PreBo Automotive Private Limited was incorporated on May 18, 2019 with its registered office at Bengaluru. This Company is yet to commence its business.
14. Remuneration Policy
The Nomination & Remuneration Policy, inter-alia, provides for criteria and qualifications for appointment of Director, Key Managerial Personnel & Senior Management, Board diversity, remuneration to Directors, Key Managerial Personnel, etc. This Policy was amended at the Board Meeting held on February 13, 2019 to amend the definition of Senior Management Personnel and to provide that the remuneration payable to the Senior Management shall be placed before the Committee for recommending the same for approval of the Board. The Policy can also be accessed at the following link: https://www.bosch.in/media/ our_company/shareholder_information/2015/nomination_ and_remuneration_policy.pdf
15. Particulars of Employees
Disclosures pertaining to remuneration of employees and other details, as required under Section 197(12) of the Act and rules framed thereunder is enclosed as Annexure 'D' (Page No. 67) to this Report.
The information in respect of employees of the Company required pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended will be provided on request. In terms of Section 136 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto excluding the aforementioned particulars of employees, which is available for inspection by the Members at the Registered Office of the Company during business hours on any working day. Any member desirous of obtaining a copy of the same may write to the Company at investor@ in.bosch.com.
16. Corporate Governance
A report on Corporate Governance in terms of the requirements of the Listing Regulations and a certificate from the Practicing Company Secretary, forms part of this Annual Report (Page No. 182).
17. Risk Management
The Company has a well-defined Risk Management Policy. The Policy has been developed after taking cognizance of the relevant statutory guidelines, Bosch Guidelines on risk management, empirical evidences, stakeholders' feedback, forecast and expert judgment.
The Policy, inter-alia, provides for the following:
Risk Management framework;
- (i) In-built pro-active processes within the Risk Management Manual for reporting, evaluating and resolving risks;
- (ii) Identifying and assessing risks associated with various business decisions before they materialize. Take informed decisions at all levels of the organization in line with the Company's risk appetite;
- (iii) Ensuring protection of shareholders' stake by establishing an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting all risks;
- (iv) Strengthening Risk Management through constant learning and improvement;
- (v) Adoption and implementation of risk mitigation measures at every level in order to achieve longterm goals effectively and sustainably;
- (vi) Regularly review Risk Tolerance levels of the Company as they may vary with change in the Company's strategy; and
- (vii) Ensuring sustainable business growth with stability.
In the opinion of the Board, there are no risks that may threaten the existence of the Company.
18. Whistle Blower Policy/Vigil Mechanism
The Company has a Whistle Blower Policy, which includes vigil mechanism for dealing with instances of fraud and mismanagement.
Details of the Whistle Blower Policy have been mentioned in the Corporate Governance Report. The Whistle Blower Policy has also been uploaded on the website of the Company and can be accessed at the following link: https://www.bosch.in/media/our_ company/shareholder_information/2018/whistle_blower_ policy-3.pdf
19. Business Responsibility Report
In terms of the requirements of Regulation 34(2) (f) of the Listing Regulations, a report on Business Responsibility in the prescribed format forms a part of this Annual Report (Page No. 198).
20. Related Party Transactions
The Audit Committee accords omnibus approval to Related Party Transactions which are in ordinary course of business, foreseen, repetitive in nature and satisfy the arm's length principles. The Audit Committee reviews, on a quarterly basis, the details of the Related Party Transactions entered pursuant to the aforementioned omnibus approval. Additionally, the Company obtains a half yearly certificate from a Chartered Accountant in Practice confirming that the related party transactions during the said period were in ordinary course of business, repetitive in nature and satisfy the arm's length principles.
The details of Related Party Transactions under Section 188(1) of the Act required to be disclosed under Form AOC - 2 pursuant to Section 134(3) of the Act is enclosed as Annexure 'E' (Page No. 69) to this Report.
The Company has framed a Policy for determining materiality of Related Party Transactions and dealing with Related Party Transactions. The Policy has been revised by the Board of Directors at their meeting held on February 13, 2019. The said Policy is hosted on the website of the Company and can be accessed at the following link: https://www.bosch.in/media/ our\company/shareholder\_information/2019/rpt\_policy\ amended.pdf
21. Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo
The report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, as amended, is enclosed as Annexure 'F' (Page No. 70) to this Report.
22. Auditors 22.1 Statutory Auditor
The shareholders at the 65th Annual General Meeting of the Company held on September 01, 2017 appointed M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018) as Statutory Auditors of the Company for a period of 5 years until the conclusion of the 70th Annual General Meeting.
The Auditors' Report on the Standalone as well as Consolidated Financial Statements for the Financial Year 2018-19 is unmodified i.e. it does not contain any qualification, reservation or adverse remark.
22.2 Cost Audit & Cost Auditors
The Board of Directors, on recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants, Bengaluru (Registration No. 000065) as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2019-20 in terms of the provisions of Section 148 of the Act.
The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm's length relationship with the Company.
In terms of the requirements of the said section, the members are required to ratify remuneration payable to the Cost Auditors. Accordingly, resolution ratifying the remuneration payable to M/s. Rao, Murthy & Associates will form a part of the Notice convening the 67th Annual General Meeting.
As per Section 148(1) of the Act, the Company is required to maintain Cost Records. Accordingly, Cost Records and Cost Accounts are duly maintained by the Company.
22.3 Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice No. 6029) to undertake Secretarial Audit of the Company for the Financial Year 2018-19. The Report of the Secretarial Auditor is enclosed as Annexure 'G' (Page No. 72) to this Report.
The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimer.
22.4 Reporting of Fraud
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.
23. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors report that:
- (i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
- (ii) they have selected and consistently applied accounting policies and have made judgements and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period;
- (iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- (iv) the annual accounts have been prepared on a 'going concern' basis;
- (v) proper internal financial controls are in place and that such controls are adequate and are operating effectively; and
- (vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
24. Details of Loans, Guarantees or Investments
Particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are provided in Note Nos. 6, 7 and 34 to the Financial Statements.
The particulars of loans/advances, etc., required to be disclosed in the Annual Accounts of the Company pursuant to Para A of Schedule V of the Listing Regulations are furnished separately.
25. Deposits
During the year under review, there were no deposits accepted by the Company as per the provisions of Companies Act, 2013.
26. Material Changes and Commitments
There were no material changes and commitments between the end of the year under review and the date of this report affecting the financial position of the Company.
27. Buyback
During the year under review, the Company bought back 1,027,100 Equity Shares of face value INR 10 each representing 3.365 percent of the pre-buyback paid up share capital of the Company for an aggregate of INR 21,569,100,000 (representing 24.999 percent of the paid up share capital and free reserves of the Company on a consolidated basis). Robert Bosch GmbH, the holding company, also participated in the Buyback.
The post capital of the Company is Mio INR 294.94 consisting of 29,493,640 Equity Shares of INR 10 each. The present shareholding pattern is as under:
| Particulars | No. of Shares | % of the paid-up share capital |
|---|---|---|
| Promoter and Promoter Group | 20,805,224 | 70.54 |
| Others/ Public | 8,688,416 | 29.46 |
28. Extract of Annual Return
The Extract of Annual Return as provided under Section 92(3) of the Act and as prescribed in Form MGT-9 under the Companies (Management and Administration) Rules, 2014 is enclosed as Annexure 'H' (Page No. 74) to this Report. In terms of the requirements of Section 134(3) (a) of the Act, the complete Annual Return is available on the Company's website and can be accessed at the following link: https://www.bosch.in/media/our\_ company/shareholder\_information/2019/mgt\_7\_website. pdf
29. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The information as regards the number of cases filed and their disposal under this Act is given in the Business Responsibility Report.
30. Secretarial Standards
The applicable Secretarial Standards i.e. SS – 1 and SS – 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, have been duly complied by the Company.
31. Cautionary Statement
Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objective, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement.
32. General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:
- i. Issue of Equity Shares with differential rights as to Dividend, voting or otherwise;
-
ii. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme;
-
iii. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future;
- iv. Voting rights which are not directly exercised by the employees in respect of Shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).
33. Acknowledgements
The Directors express their gratitude to the various Central and State Government Departments for their continued cooperation extended to the Company. The Directors also thank all customers, dealers, suppliers, banks, members, and business partners for the excellent support received from them. The Directors would also like to acknowledge the exceptional contribution and commitment of the employees of the Company during the year under review.
For and on behalf of the Board of Directors
V. K. Viswanathan
DIN: 01782934 Chairman Date: May 21, 2019
Annexure 'A' to the Report of the Directors
BOSCH LIMITED - DIVIDEND DISTRIBUTION POLICY
I. Background
SEBI vide Notification No. SEBI/LAD-NRO/ GN/2016-17/008 dated July 08, 2016 amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by inserting Regulation 43A, requiring the top 500 listed entities based on the market capitalization (calculated as on March 31 of every financial year) to formulate a Dividend Distribution Policy. The Company, being one of the top 500 listed Companies, has formulated this Dividend Distribution Policy.
II. Definition
Unless the context otherwise requires:
- (a) 'Act' means the Companies Act, 2013 and includes the rules framed thereunder;
- (b) 'Board' means the Board of Directors of the Company and includes any Committee thereof constituted or to be constituted.
- (c) 'Company' means Bosch Limited.
- (d) 'Dividend' shall have the meaning ascribed to it under the Act and includes an Interim Dividend but excludes Special Dividend.
- (e) 'Listing Regulations' or 'SEBI LODR' means Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modifications or re-enactments thereto.
- (f) 'Free Reserves' shall have the meaning ascribed to it under the Act.
- (g) 'Policy' means Bosch Limited Dividend Distribution Policy.
The words or expressions used but not defined herein, but defined under Companies Act, 2013 or the Listing Regulations shall have the same meaning assigned therein.
Words in singular number include the plural and vice-versa.
III. Effective Date:
The policy shall come into force from the date of approval of the Board of Directors i.e. February 10, 2017.
IV. Parameters
Dividend payout is contingent upon various factors and their combination thereof, which are enumerated below and the Board of Directors shall before deciding the dividend consider these factors in the best interest of the Company and its shareholders.
1. Circumstances under which the shareholder may not expect dividend
The shareholder may not expect dividend, inter-alia, in the following circumstances, subject to discretion of the Board:
- a. In event of loss or inadequacy of profit or cash flow.
- b. Higher capital investments on account of expansion of business, etc. by the Company.
- c. Decision to undertake any acquisition, amalgamation, merger, takeover, etc. requiring significant capital outflow.
- d. Other business condition(s) in the opinion of the Board it would be prudent to plough back the profits of the Company.
- e. De-growth in the overall business.
- f. The Company has been prohibited to declare dividends by any regulatory authority.
- g. Any other extra-ordinary circumstances.
2. Financial Parameters
While determining the quantum of dividend the Board of Director shall, inter-alia, consider the following financial parameters:-
- (i) Profit After Tax considering write-off of accumulated losses, exceptional and extraordinary items, if any
- (ii) Accumulated reserves
- (iii) Cash flow and treasury position keeping in view the total debt to equity ratio
- (iv) Earnings Per Share
- (v) Dividend Payout during the previous years
- (vi) Capital Expenditure
- (vii) Contingent Liabilities
3. Factors to be considered while declaring dividend
The quantum of dividend is an outcome of due deliberation by the Board considering various Internal and External factors including, but not limited to:-
- (i) Internal Factors
- (a) Business Forecast (near to medium term)
- (b) Earning stability
- (c) Availability of liquidity
- (d) Accumulated Reserves
- (e) Working capital requirements of the Company
-
(f) Capital Expenditure requirements of the Company
-
(g) Investments in new line(s) of business
- (h) Expenditure on Research & Development of new products
- (i) Investment in technology
- (j) Acquisition of brands/businesses
- (k) Replacement cost of end-of-lifecycle products
- (ii) External Factors
- (a) Statutory provisions, legal requirements, regulatory conditions or restrictions laid down under applicable laws
- (b) Prevailing macro-economic environment
- (c) Re-investment opportunities
- (d) Investor Expectations
- (e) Prevailing taxation structure including any amendments expected thereof.
Dividend will generally be declared once a year, after the approval of the Audited Financial Statement and shall be subject to approval/ confirmation of shareholders at the Annual General Meeting (AGM). In certain years and to commemorate special occasions, the Board may consider declaring special dividend for its shareholders.
Considering the above factors, the Company would endeavor to declare a dividend (excluding any special dividend or a payout in the form of a one-time/special dividend) resulting in a pay-out ratio upto 30% of the annual standalone Profits after Tax (PAT) of the Company.
V. Utilization of Retained Earnings
Subject to the applicable regulations, retained earnings may be applied for:
- (i) Funding the organic and inorganic growth of the Company
- (ii) Diversification of business
- (iii) Capacity Expansion
- (iv) Replacement of Capital Assets
- (v) Declaration of Dividend in future years
- (vi) Issue of Bonus Shares
- (vii) Buy-back of Shares/Capital Reduction
- (viii) Other permissible purposes
VI. Parameters that shall be adopted with regard to various classes of shares
The Company has only one class of shares viz., Equity Shares of Face Value of INR 10 each.
Since the Company has issued only one class of equity shares with equal voting rights, all the members of the Company are entitled to receive the same amount of Dividend per share.
VII. Disclosure:
In terms of the requirements of the Listing Regulations, this policy has been uploaded on the website of the Company viz.,www.bosch.in and will also form a part of the Annual Report of the Company.
In case the Company declares dividend on the basis of parameter in addition to the parameters stated in this Policy, such parameters will be disclosed on the website as well as in the Annual Report of the Company.
VIII. General
This Policy is subject to revision/amendments in accordance with the guidelines as may be issued by the Ministry of Corporate Affairs, SEBI or other regulatory authority from time to time, on the subject matter. Accordingly, the Company reserves the right to alter, modify, add, delete or amend any of the provisions of this Policy.
Notwithstanding anything contained herein but subject to the applicable laws, the Board may, at their discretion revise, amend or modify the policy, which they in their absolute discretion may deem fit.
In case of any amendment(s), clarification(s), circular(s), etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s), etc. shall prevail upon the provisions of this Policy and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s), etc.
IX. Cautionary Statement
The Policy reflects the intent of the Company to reward its shareholders by sharing a portion of its profits after retaining sufficient funds for growth of the Company. The Company shall pursue this Policy to pay, subject to the circumstances and factors enlisted herein above, which shall be consistent with the performance of the Company over the years.
This document does not solicit investment in the Company's shares nor is it an assurance of guaranteed returns (in any form), for investments in the Company's shares.
The Policy is not an alternative to the decision of the Board for recommending dividend, which is made generally every year after taking into consideration all the relevant circumstances contained in this Policy as may be decided by the Board.
Annexure 'B' to the Report of the Directors
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2018-19
1. A brief outline of the Company's CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.
Brief outline of the CSR Policy and overview of projects and programs undertaken are given in the Directors' Report.
The CSR Policy can be accessed at: https://www.bosch.in/media/our\_company/shareholder\_information/2017\_2/csrpolicy\_final.pdf
2. Composition of the CSR Committee:
- (i) Mr. Bhaskar Bhat, Chairman (Independent Director)
- (ii) Ms. Hema Ravichandar (Independent Director)
- (iii) Mr. S.V. Ranganath (Independent Director)@
- (iv) Dr. Gopichand Katragadda (Independent Director)#
- (v) Mr. Soumitra Bhattacharya (Managing Director)
- (vi) Dr. Andreas Wolf (Joint Managing Director)
@ Member with effect from July 01, 2018 # Member with effect from February 13, 2019
3. Average Net Profit of the Company for the last three financial years: Mio INR 17,654
4. Prescribed CSR Expenditure (Two percent of the amount as in item 3 above):
Mio 353 INR
5. Details of CSR spent for the Financial Year:
- a. Total amount spent for the financial year: Mio INR 353.29
- b. Amount unspent, if any: Nil
- c. Manner in which amount spent in the financial year is detailed below:
| Sl. No. |
CSR Projects/ Activities |
Sector in which the Project is Covered |
Locations (State) |
Amount Outlay (Budget) Project or Program for FY 2018-2019 |
Amount spent on the Project or Program during FY 2018-2019 (a) Direct expenditure (b) Overheads |
Cumulative Expenditure up to the reporting period |
[Mio INR] Amount spent Direct or through implementing agency |
|---|---|---|---|---|---|---|---|
| 1. | Child Health Development Program (CHDP) for Government school children and Cleft Surgery |
(i) Promoting Healthcare (ii) Promoting Education |
Bengaluru (Karnataka) Jaipur (Rajasthan) Nashik (Maharashtra) |
14.00 | 9.22 | 57.26 | Implementing Agency - Karuna Trust and Akhila Bharatha Mahila Seva Samaja and Apollo Clinic |
| 2. | Primary Health Centre Running cost |
Promoting heath care including preventive healthcare |
Bengaluru (Karnataka) |
4.00 | 3.36 | 23.81 | Implementing Agency - Karuna Trust |
| [Mio INR] | |
|---|---|
| Sl. No. |
CSR Projects/ Activities |
Sector in which the Project is Covered |
Locations (State) |
Amount Outlay (Budget) Project or Program for FY 2018-2019 |
Amount spent on the Project or Program during FY 2018-2019 (a) Direct expenditure (b) Overheads |
Cumulative Expenditure up to the reporting period |
Amount spent Direct or through implementing agency |
|---|---|---|---|---|---|---|---|
| 3. | Science Education to Government school children |
Promoting Education |
Bengaluru (Karnataka) Jaipur (Rajasthan) Nashik (Maharashtra) |
10.00 | 9.64 | 38.37 | Implementing Agency – Agastya International Foundation |
| 4. | English, Computer and Creative learnings & Value Education in Government Schools |
Promoting Education |
Bengaluru (Karnataka) |
28.00 | 24.95 | 42.09 | Direct as well as through Implementing Agency - Children's Movement for Civic Awareness, Art Spark |
| 5. | Model School Concept for upgrading infrastructure & Education quality in Government school |
Promoting Education |
Bengaluru (Karnataka) Jaipur (Rajasthan) Nashik (Maharashtra) |
17.00 | 20.44 | 40.40 | Direct as well as through and Implementing Agency – Academy for Creative Teaching Trust |
| 6. | Toilet construction in Government schools |
(i) Promoting Education (ii) Sanitation |
Bengaluru (Karnataka) Jaipur (Rajasthan) Nashik (Maharashtra) |
0.00 | 0.00 | 76.91 | Direct |
| 7. | BRIDGE Skill development and employability enhancement for underprivileged youth |
Promoting Education including employment enhancing vocational skills |
All India | 60.00 | 39.32 | 196.69 | Direct |
| 8. | Train the Trainers |
Promoting Education |
All India | 5.00 | 3.57 | 15.95 | Direct |
| 9. | Infrastructure development for Vocational Training in Government ITI |
Promoting Education including employment enhancing vocational skills |
Bengaluru (Karnataka) Jaipur (Rajasthan) Nashik (Maharashtra) |
0.00 | 3.25 | 60.69 | Direct |
| 10. | Model BRIDGE centers in PU colleges/ Institutes |
Promoting Education including employment enhancing vocational skills |
All India | 22.00 | 39.81 | 59.03 | Direct |
| [Mio INR] | |||||||
|---|---|---|---|---|---|---|---|
| Sl. No. |
CSR Projects/ Activities |
Sector in which the Project is Covered |
Locations (State) |
Amount Outlay (Budget) Project or Program for FY 2018-2019 |
Amount spent on the Project or Program during FY 2018-2019 (a) Direct expenditure (b) Overheads |
Cumulative Expenditure up to the reporting period |
Amount spent Direct or through implementing agency |
| 11. | Training center for tribal girls & Bosch circle maintenance |
Promoting Education |
Nashik (Maharashtra) |
4.00 | 4.54 | 8.26 | Direct |
| 12. | Support to special children and medical support (Nashik Run) |
Promoting Healthcare |
Nashik (Maharashtra) |
2.00 | 2.00 | 9.60 | Direct |
| 13. | Check Dams (Water conservation in drought - prone area) |
Environment Sustainability |
Nashik (Maharashtra) |
20.00 | 36.55 | 98.46 | Direct |
| 14. | RO (Reverse Osmosis) Plants to provide clean drinking water facility to the Villagers |
(i) Maintaining quality of water (ii)Rural development projects |
Jaipur (Rajasthan) |
6.00 | 7.31 | 43.62 | Direct |
| 15. | Garbage management / Cleanliness project at RICCO circle and Heritage Protection |
Environment sustainability |
Jaipur (Rajasthan) |
7.00 | 3.00 | 9.62 | Direct |
| 16. | Mid-day meal kitchen maintanance |
Promoting Education |
Jigani (Karnataka) |
2.00 | 1.82 | 78.16 | Direct & Implementing Agency - The Akshaya Patra Foundation |
| 17. | Lalbagh Lake rejuvenation and parking system and Waste Management |
Environment sustainability |
Bangalore (Karnataka) |
16.00 | 16.44 | 40.24 | Direct and Implementing Agency - Saahas |
| 18. | Shanmangala Lake rejuvenation in Bidadi |
Environment sustainability |
Bangalore (Karnataka) |
14.00 | 19.29 | 35.94 | Direct |
| 19. | Administrative expenses |
Rule 4 of Companies (Corporate Social Responsibility Policy) Rules, 2014 |
All India | 17.00 | 17.00 | 53.80 | Direct |
| [Mio INR] | |||||||
|---|---|---|---|---|---|---|---|
| Sl. No. |
CSR Projects/ Activities |
Sector in which the Project is Covered |
Locations (State) |
Amount Outlay (Budget) Project or Program for FY 2018-2019 |
Amount spent on the Project or Program during FY 2018-2019 (a) Direct expenditure (b) Overheads |
Cumulative Expenditure up to the reporting period |
Amount spent Direct or through implementing agency |
| 20. | CSR Awareness and Volunteers Promotional activities |
Promoting Education |
Bengaluru (Karnataka) |
0.00 | 0.00 | 12.26 | Direct |
| 21. | Holistic Village Development and Artisan training centers |
Rural Development |
Bidadi (Karnataka) Nashik (Maharashtra) Jaipur (Rajasthan) |
68.00 | 67.70 | 133.70 | Bosch India Foundation |
| 22. | Contribution to the corpus fund of Bosch India Foundation |
(i) Rule 7 of Companies (Corporate Social Responsibility Policy) Rules, 2014 (ii) Rural development projects |
All India | 20.00 | 20.00 | 180.50 | NA |
| 23. | Vocational & technology training setup in Academia institutes |
Promoting Education including employment enhancing vocational skills |
Bangalore (Karnataka) |
17.00 | 4.08 | 4.08 | Direct |
| Total | 353.00 | 353.29 | 1319.44 |
Details of the implementing agencies:-
Karuna Trust, a registered trust since 1986, is a Non-Government Organisation of repute primarily providing free primary health care for the past 27 years in partnership with various State Governments and Funding Agencies.
Akhila Bharatha Mahila Seva Samaja (ABMSS), is a social organization set up in Bengaluru in 1993 primarily to work towards the betterment of women and children. Since 2013, they added cleft lip and palate treatment as one of their major programmes under the support of Deutsche Cleft Kinderilfe E.V Germany and local donors within the country.
Apollo Clinic, Nashik, is among well-known hospitals for valuable treatment in Nashik. They provide treatment to the children of Government schools in Nashik identified by the Company, at subsided rates.
Agastya International Foundation ("Agastya"), founded in 1999 in Bengaluru is an Indian education trust and non-profit organization whose mission is to spark curiosity, nurture creativity and build confidence among economically disadvantaged children and teachers in India. Agastya runs hands - on science and art education programs in rural and semi-urban regions across 18 Indian states. It is one of the largest science education programs that caters to economically disadvantaged children and teachers.
Children's Movement for Civic Awareness (CMCA), was founded in the year 2000 as a joint programme of Public Affairs Centre and Swabhimana, two Bengaluru based NGOs. The energy and enthusiasm of the children quickly saw the movement evolve into summer camps and then into 'Civic Clubs'. The 'Civic Club' gained popularity and its impressive growth propelled the two parent organisations to launch CMCA as an autonomous body. CMCA was registered as a Public Charitable Trust on June 15, 2009.
Akshaya Patra Foundation, The Akshaya Patra Foundation is a not-for-profit organisation headquartered in Bengaluru, India. The Foundation strives to fight issues like hunger and malnutrition in India, by implementing the Mid-Day Meal Scheme in the government schools and government-aided schools.
Academy for Creative Teaching Trust (ACT), is an institution for teacher training and educational consultancy set up in 2005. It has resources of academicians and academic administrators.
Bosch India Foundation (BIF), is a trust formed in 2008 by Bosch group companies in India for public purpose of community and societal development, with a clear focus on sustainability, thus sustaining the philanthropic values of the Bosch Group in India. The trust is governed by the Board of Trustees who are the heads of the entities of Bosch Group in India.
6. Reasons for not spending the amount specified in Point 5 (b) above:
Not Applicable
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objective and Policy of the company:
The CSR projects were designed, implemented and periodically reviewed in accordance with the CSR Policy of the Company framed pursuant to the provisions of the Companies Act, 2013 and rules made thereunder.
Soumitra Bhattacharya DIN: 02783243 Managing Director
Andreas Wolf DIN: 07088505 Joint Managing director
Bhaskar Bhat DIN: 00148778 Chairman Corporate Social Responsibility Committee
Annexure 'C' to the Report of the Directors
Form AOC-1
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUB-SIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Part "A": Subsidiaries
Name of the subsidiary: MICO Trading Private Limited
| (Amount in TINR) | |
|---|---|
| Reporting period for the subsidiary concerned, if different from the holding company's reporting period |
Not Applicable |
| Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiary |
Not Applicable |
| Share Capital | 1,000 |
| Reserves & Surplus | (31) |
| Total Assets | 1,077 |
| Total Liabilities | 108 |
| Investments | 1,000 |
| Turnover* | Nil |
| Profit/(Loss) before taxation | 6 |
| Provision for taxation | Nil |
| Profit/(Loss) after taxation | 6 |
| Proposed Dividend | Nil |
| % of shareholding | 100 |
*Turnover - Nil. Income from Investments (Fixed Deposits) - 67 TINR
-
Names of subsidiaries which are yet to commence operations: MICO Trading Private Limited
-
Names of subsidiaries which have been liquidated or sold during the year: None
Part "B": Associates and Joint Ventures
Name of Associate: NewTech Filter India Private Limited
| 1. | Latest audited Balance Sheet Date | March 31, 2019 | March 31, 2018 |
|---|---|---|---|
| 2. | Shares of Associate/Joint Ventures held by the Company on the year end | ||
| • Nos. |
17,500,000 | 17,500,000 | |
| • Amount of Investment in Associates/Joint Venture (Amount in TINR) |
175,000 | 175,000 | |
| • Extent of Holding % |
25% | 25% | |
| 3. | Description of how there is significant influence | Voting Rights | Voting Rights |
| 4. | Reasons why the Associate/Joint Venture is not consolidated | Consolidated | Consolidated |
| 5. | Net-worth attributable to the shareholding as per the latest audited Balance Sheet (Amount in TINR) |
90,518 | 87,892 |
| 6. | Profit/(Loss) for the year (attributable to the shareholding) (Amount in TINR) | 2,510 | 2,642 |
| i. Considered in consolidation (Amount in TINR) |
2,510 | 2,642 | |
| ii. Not considered in consolidation |
NIL | NIL |
-
Names of associates or joint ventures which are yet to commence operations: Nil
-
Names of associates or joint ventures which have been liquidated or sold during the year: Nil
The accompanying notes are an integral part of these consolidated financial statements.
| For and on behalf of the Board | ||||
|---|---|---|---|---|
| V.K. Viswanathan | (DIN: 01782934) | Chairman | ||
| Soumitra Bhattacharya | (DIN: 02783243) | Managing Director | ||
| Andreas Wolf | (DIN: 07088505) | Joint Managing Director | ||
| Jan-Oliver Röhrl | (DIN: 07706011) | Executive Director | ||
| Bhaskar Bhat | (DIN: 00148778) | Director | ||
| Bernhard Steinruecke | (DIN: 01122939) | Director | ||
| Place: Bengaluru | Rajesh Parte | S.V. Ranganath | (DIN: 00323799) | Director |
| Date: May 21, 2019 | Company Secretary & Compliance Officer |
Gopichand Katragadda | (DIN: 02475721) | Director |
| S.C. Srinivasan | (DIN: 02327433) | CFO & Whole-time Director |
Annexure 'D' to the Report of the Directors
Details pertaining to remuneration as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
I. Percentage increase in the remuneration of each director, Chief Financial Officer and Company Secretary during the Financial Year 2018-19 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2018-19 are as under:
| Sl. No. |
Name of the Director / Key Managerial Personnel |
Category / Designation | % increase in the remuneration during the financial year |
Ratio to median remuneration of employees~ |
|---|---|---|---|---|
| 1. | Mr. V. K. Viswanathan | Chairman, Non-Executive & Non-Independent Director |
Nil | 2.24 |
| 2. | Mr. Bernhard Steinruecke | Independent Director | -6.90 | 2.01 |
| 3. | Ms. Renu S. Karnad | Independent Director@ | NA | 1.17 |
| 4. | Mr. S. V. Ranganath | Independent Director\$ | NA | 1.67 |
| 5. | Mr. Bhaskar Bhat | Independent Director | 0.20 | 2.03 |
| 6. | Ms. Hema Ravichandar Independent Director* |
NA | 2.01 | |
| 7. | Dr. Gopichand Katragadda | Independent Director# | 0.58 | |
| 8. | Mr. Peter Tyroller | Non-Executive & Non-Independent Director! |
NA | NA |
| 9. | Mr. Soumitra Bhattacharya | Managing Director | 22.60 | 54.50 |
| 10. | Dr. Andreas Wolf | Joint Managing Director | 14.20 | 47.98 |
| 11. | Mr. Jan-Oliver Röhrl | Executive Director& | 6.00 | 51.44 |
| 12. | Mr. S. C. Srinivasan | Chief Financial Officer & Whole time Director% |
NA | 34.68 |
| 13. | Mr. Rajesh Parte | Company Secretary & Compliance Officer** |
NA | NA |
| 14. | Mr. R. Vijay | Company Secretary@@ | NA | NA |
| 15. | Mr. S. Karthik | Joint Chief Financial Officer\$\$ |
NA | NA |
~ Employees for the above purpose and Point No. II below includes all employees except employees/associates governed under Longterm wage settlement.
@ Ms. Renu Karnad resigned from the directorship of the Company with effect from the close of business hours on September 25, 2018. Hence, the remuneration drawn for the year under review is not comparable with the previous year.
\$ Appointed as an Additional Director and designated as an Independent Director with effect from July 01, 2018.
- * Remuneration for 2018 is not comparable with the previous year since Ms. Hema Ravichandar joined the Board in September 2017 and last year's remuneration is for a part of the year.
-
Appointed as an Additional Director and designated as an Independent Director with effect from December 04, 2018.
- ! Mr. Peter Tyroller has waived his remuneration as Director of the Company.
- & Appointed as Alternate Director to Mr. Peter Tyroller upto June 30, 2018 and consequently as an Executive Director with effect from July 01, 2018.
- % Appointed as a Chief Financial Officer and Alternate Director to Mr. Peter Tyroller with effect from July 01, 2018.
- ** Served as the Company Secretary & Compliance officer for a part of the previous financial year with effect from November 05, 2018.
- @@ Served as the Company Secretary for a part of the previous financial year till May 23, 2018.
\$\$ Served as the Joint Chief Financial Officer for a part of the previous financial year till June 30, 2018.
II. The percentage decrease in the median remuneration of employees in the Financial Year:
There was a decrease of ~ 1.4 % in the median remuneration of employees.
III. The number of permanent employees on the rolls of the Company:
As at March 31, 2019, the Company had 9,245 permanent employees on its roll.
IV. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Average percentage increase made in the salaries of the employees other than the managerial personnel in the last Financial Year i.e. 2018-19 was ~ 8.2% whereas the increase in the managerial remuneration in the Finanial Year 2018-19 was ~ 39.72%.
V. Affirmation that the remuneration is as per the remuneration policy of the Company:
It is hereby affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Employees is as per the Nomination and Remuneration Policy of the Company.
Annexure 'E' to the Report of the Directors
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm's length basis:
There were no contracts or arrangements or transactions entered into during the year ended March 31, 2019 which were not at arm's length basis.
2. Details of material contracts or arrangement or transactions at arm's length basis:
Name of related party and relationship:
Robert Bosch GmbH (Holding company)
Salient Terms:
Ongoing, repetitive, in ordinary course of business and on arm's length basis.
Date of approval by the Board, if any:
Since these transaction are in the ordinary course of business and at arm's length basis, approval of the Board is not applicable. Approval of the Audit Committee and the shareholders have been obtained pursuant to the requirements of erstwhile Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, for an aggregate amount upto Mio INR 50,000 for each financial year.
| Sl. No. | Nature of Transaction | Duration | Amount of transaction during FY 18-19 |
|---|---|---|---|
| 1. | Purchase of goods (trade goods, components, tools, spares, etc.) |
Ongoing | 12,701 |
| 2. | Purchase of assets | Ongoing | 424 |
| 3. | Sale of goods (products, components, etc.) | Ongoing | 4,761 |
| 4. | Sale of services (development income, etc.) | Ongoing | 893 |
| 5. | Miscellaneous income | Ongoing | 36 |
| 6. | Services received (royalty, development charges, IT charges, etc.) |
Ongoing | 1,847 |
| Total | 20,662 |
For and on behalf of the Board of Directors
V. K. Viswanathan DIN: 01782934 Chairman Date: May 21, 2019
[Mio INR]
Annexure 'F' to the Report of the Directors
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014]
A. Conservation of energy
- (i) The steps taken or impact on conservation of energy:
- Optimization of ventilation system.
- Use of energy efficient pumps and motors in Air Handling Units.
- Heat Pump utilization for Aqueous cleaning machine.
- Installation of centralized Programmable Logic Controller (PLC) control for ACs.
- Use of Carbon Fiber Composite (CFC) trays in place of Metallic trays for batch loading of heat treatment furnaces.
- Adoption of Auto Power Factor Control.
- Replacement of conventional luminaries with LED lights.
- Variable Frequency Drive (VFD) installed for Compressors etc.
- 'Dew point' based control of compressed air dryers.
- Use of timers & motion sensors for office lighting.
- Energy Saver Panel for lightings to consume optimum electrical energy.
- Installation of solar thermal unit for generation of hot water at the kitchen block of canteen.
- Thermal imaging of the furnaces and leakage correction.
- Energy analytics to review energy conservation on line.
- Temperature optimization in Dürr cleaning machine.
- Interlocking of exhaust fans with machine controls.
- Elimination of standalone chiller unit for centralized oil filtration system.
- Batch quantity and charge grate weight optimization in furnace and heat treatment.
- Roof exhaust fan automation.
- Optimization of compressor capacity.
(ii) The steps taken by the Company for utilising alternate sources of energy:
- The Company has installed Solar Plants at its various manufacturing location for using solar energy as a source in place of conventional sources.
- The details of the installed solar capacity of the various manufacturing facilities of the Company is given below:
| Manufacturing facility's location |
Cumulative Solar Capacity (per year) |
|---|---|
| Nashik | 17,500 MWh |
| Bidadi | 6,950 MWh |
| Jaipur | 2,300 MWh |
| Gangaikondan | 57.3 MWh |
| Bangalore | 750 MWh |
| Naganathapura | 21 MWh |
(iii) The capital investment on energy conservation equipment(s):
During the year under review, the Company focused on investments aiming to reduce usage of conventional energy, energy conservation projects and increase the generation of solar energy and/or optimization of energy utilization. Location wise details of investment on energy conservation/solar energy equipment(s):
| Manufacturing facility's location |
[Mio INR] |
|---|---|
| Nashik | 14.0 |
| Bidadi | 265.0 |
| Jaipur | 46.0 |
| Naganathapura | 4.7 |
| Bengaluru | 23.0 |
| Total | 352.7 |
B. Technology absorption
(i) The efforts made towards technology absorption:
- Introduction of Heat Pumps in place of electrical heating.
- Introducing lean manufacturing concept for energy efficiency projects through leveling and auto loading for increasing utilization of machines.
- Smart LED lighting technology for street lighting and office areas.
- Energy analytics to monitor energy consumption and take energy conservation measures.
- Energy efficient chiller.
- Energy efficient control drives used for furnace.
- Quench oil optimization in conveyer brazing furnace.
- Developing alternate process for nonenvironment friendly / Obsolete Technology.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
The initiatives have resulted in benefits for customers and the end users as enumerated below:
- Synchronization of Diesel Generator with purchased electricity to ensure the fuel economy which result in emission reduction.
- Reducing exhaust emissions.
- Improving fuel economy and consequent reduction in CO2.
- Optimum cost/benefit ratio for system solutions.
- Elimination of Hazards through alternate process.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
| Details of technology imported | Year of import | Whether the technology has been fully absorbed |
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof |
|---|---|---|---|
| Rail including FDB (Product Class 0449) | 2016 | Yes | NA |
| 327 Solar-Flat Plate Basic/Comfort/IN | 2016 | Yes | NA |
| Fuel Supply Module without Fuel level sender (Product Class 0449) |
2016 | Yes | NA |
| CP1H Station 338, CP4 Assembly Line (part) CRI12 Assembly line, CSI12-16 Station 5 & 6 (Product Class 0846) |
2016 | Yes | NA |
| PF4 Packaging Machine (HFFS, Product Class 0990) |
2016 | Yes | NA |
| Fuel Supply Module FSM D.30 SE (PDCL) | 2017 | Yes | NA |
| Global Rockwell Software for HFFS | Sl. 2017 No. |
Yes | NA |
| FLS 1.3 System to measure a fuel level hight (fuel level sensor) Product Class: 0580 (L-112916) |
2018 | Yes | NA |
(iv) The expenditure incurred on Research and Development:
| Sl. No. |
Particulars | [Mio INR] |
|---|---|---|
| a) | Capital | 239 |
| b) | Revenue | 2,852 |
| c) | Total | 3,090 |
| d) | Total R&D expenditure as a | 2.6% |
| percentage of Gross Sales |
C. Foreign Exchange Earnings and Outgo:
| Sl. No. |
Particulars | [Mio INR] |
|---|---|---|
| a) | Export activities: | |
| Exports | 8,999 | |
| b) | Total foreign exchange used and earned: |
|
| Foreign exchange used (including capital assets) |
44,192 | |
| Foreign exchange earned | 10,693 |
For and on behalf of the Board of Directors
V.K. Viswanathan DIN: 01782934 Chairman May 21, 2019
Annexure 'G' to the Report of the Directors
SECRETARIAL AUDIT REPORT
For the financial year ended 31 March, 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, The Members, Bosch Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bosch Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2019 according to the provisions of:
- (i) The Companies Act, 2013 (the Act) and the rules made thereunder;
- (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
- (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
- (iv) Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder to the extent of foreign direct investment. The provisions of external commercial borrowings and overseas direct investment were not applicable to the Company.
- (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
- (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
- (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Company during the audit period)
- (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)
- (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)
- (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
- (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period); and
- (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
- (vi) As per the representation made by the Company, no law was applicable specifically to the Company.
I have also examined compliance with the applicable clauses of the following:
- (i) Secretarial Standards issued by the Institute of Company Secretaries of India.
- (ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, no specific events / actions took place having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.
Place: Pune Sachin Bhagwat Date: 9 May 2019 ACS: 10189
CP: 6029
This report is to be read with my letter of even date which is annexed as Annexure and forms an integral part of this report.
Annexure
To, The Members, Bosch Ltd.
My report of even date is to be read along with this letter:
- 1 Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.
-
- I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices I followed provide a reasonable basis for my opinion.
-
- I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
-
- Wherever required, I have obtained Management Representation about the compliance of laws, rules and regulations and happening of events, etc.
-
- The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.
-
- The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Annexure 'H' to the Report of the Directors
FORM NO. MGT - 9 EXTRACT OF ANNUAL RETURN
(As on the Financial Year ended March 31, 2019)
[Pursuant to Section 92(3) of the Companies Act, 2013, and rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended]
I. REGISTRATION AND OTHER DETAILS:
| Sl. No. |
Particulars | Details |
|---|---|---|
| 1. | CIN | L85110KA1951PLC000761 |
| 2. | Registration Date | 12.11.1951 |
| 3. | Name of the Company | Bosch Limited |
| 4. | Category / Sub-Category of the Company | Public Limited Company having Share Capital |
| 5. | Address of the Registered office and Contact details |
Hosur Road, Adugodi, Bengaluru - 560 030 Tel : 080 6752 1750, 6752 2315 Website : www.bosch.in E-mail : [email protected] |
| 6. | Whether listed company | Yes |
| 7. | Name, Address and Contact details of Registrar and Transfer Agent (RTA), if any |
Integrated Registry Management Services Private Limited 30, Ramana Residency, 4th Cross, Malleswaram, Bengaluru – 560003. Tel: 080 23460815 - 818 E-mail : [email protected] |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10% or more of the total turnover of the Company are given below:-
| Sl. | Name and Description of | NIC Code of the | % to total turnover of the |
|---|---|---|---|
| No. | main products / services | Product / service | company |
| 1. | Fuel Injection Equipment & Components | 29104 | 74% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
| Sl. No. |
Name and Address of the Company |
CIN / GLN | Holding / Subsidiary / Associate |
% of shares held |
Applicable Section |
|---|---|---|---|---|---|
| 1. | Robert Bosch GmbH, Postfach 10 60 50 70049 Stuttgart Germany |
NA (Body Corporate incorporated outside India) |
Holding | 69.0% | 2(46) |
| 2. | Robert Bosch Engineering and Business Solutions Private Limited, 123 Industrial Layout, Hosur Road, Bengaluru - 560 095 |
U72400KA1997PTC023164 | Subsidiary of Holding Company |
1.54% | 2(46) |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
| Sl. No. |
Name and Address of the Company |
CIN / GLN | Holding / Subsidiary / Associate |
% of shares held |
Applicable Section |
|---|---|---|---|---|---|
| 3. | MICO Trading Private Limited, Hosur Road, Adugodi, Bengaluru - 560 030 |
U51109KA1992PTC013736 | Subsidiary | 100% | 2(87) (ii) |
| 4. | Newtech Filter India Private Limited, C/o ESys Information Technologies Private Limited Shed No. 5 Industrial Area, Village : Bairsen (Manjholi) Nalagarh Solan Himachal Pradesh - 174 101 |
U00291HP2006PTC001074 | Associate | 25% | 2(6) |
| 5. | PreBo Automotive Private Limited, No. 5, Kumbalgodu Industrial Area, Bengaluru - 560074 |
U50500KA2019PTC124184 | Associate | 40% | 2(6) |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
| Category of Shareholders |
the year | No. of Shares held at the beginning of | No. of Shares held at the end of the year | % change |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Demat | Physical | Total | % of Total Shares |
Demat | Physical | Total | % of Total Shares |
during the year |
|
| A. Promoters | |||||||||
| (1) Indian | |||||||||
| (a) Individual/ HUF |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (b) Central Government |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (c) State Government(s) |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (d) Bodies Corporate |
454,000 | Nil | 454,000 | 1.49 | 454,000 | Nil | 454,000 | 1.54 | 0.05 |
| (e) Banks/FI | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (f) Any other | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Sub Total (A)(1) | 454,000 | Nil | 454,000 | 1.49 | 454,000 | Nil | 454,000 | 1.54 | 0.05 |
| (2) Foreign | |||||||||
| (a) NRI- Individuals |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (b) Other- Individuals |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (c) Bodies Corporate |
21,058,705 | Nil | 21,058,705 | 69.00 | 20,351,224 | Nil | 20,351,224 | 69.00 | Nil |
| (d) Banks/FI | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (e) Any other | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Sub Total (A)(2) | 21,058,705 | Nil | 21,058,705 | 69.00 | 20,351,224 | Nil | 20,351,224 | 69.00 | Nil |
| Total Shareholding of Promoters (A)=(A)(1)+(A)(2) |
21,512,705 | Nil | 21,512,705 | 70.49 | 20,805,224 | Nil | 20,805,224 | 70.54 | 0.05 |
| Category of | the year | No. of Shares held at the beginning of | No. of Shares held at the end of the year | % change |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Shareholders | Demat | Physical | Total | % of Total Shares |
Demat | Physical | Total | % of Total Shares |
during the year |
| B. Public Shareholding | |||||||||
| (1) Institutions | |||||||||
| (a) Mutual Funds/UTI |
718,690 | 150 | 718,840 | 2.36 | 526,855 | 150 | 527,005 | 1.79 | -0.57 |
| (b) Banks/FI | 54,789 | 5,090 | 59,879 | 0.20 | 44281 | 5,090 | 49,371 | 0.17 | -0.03 |
| (c) Central Government |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (d) State Government (s) |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (e) Venture Capital Funds |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (f) Insurance Companies |
3,315,497 | 250 | 3,315,747 | 10.86 | 3,260,005 | 250 | 3,260,255 | 11.05 | 0.19 |
| (g) FIIs/Foreign Portfolio Investors |
2,098,021 | Nil | 2,098,021 | 6.87 | 2,213,779 | Nil | 2,213,779 | 7.51 | 0.64 |
| (h) Foreign Venture Capital Funds |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (i) Others (specify) | 3,491 | Nil | 3,491 | 0.01 | 7,046 | Nil | 7,046 | 0.02 | 0.01 |
| Sub-Total (B)(1) | 6,190,488 | 5,490 | 6,195,978 | 20.30 | 6,051,966 | 5,490 | 6,057,456 | 20.54 | 0.24 |
| (2)Non-Institutions | |||||||||
| (a) Bodies Corporate | |||||||||
| i. Indian | 429,042 | 18,490 | 447,532 | 1.47 | 319,225 | 18,490 | 337,715 | 1.15 | -0.32 |
| ii. Overseas | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| (b) Individuals | |||||||||
| i. Individual Shareholders holding nominal share capital up to INR 1 lakh |
1,758,732 | 143,776 | 1,902,508 | 6.23 | 1,749,705 | 109,335 | 1,859,040 | 6.30 | 0.07 |
| ii. Individual Sharehders holding nominal share capital in excess of INR 1 lakh |
289,015 | 17,150 | 306,165 | 1.00 | 267,530 | 17,150 | 284,680 | 0.96 | -0.04 |
| (c) Others (specify) | |||||||||
| i. Shares held by Pakistan citizens vested with the Custodian of enemy property |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| ii. Other Foreign Nationals |
145 | Nil | 145 | Nil | 179 | Nil | 179 | Nil | Nil |
| iii. Foreign Bodies | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| iv. NRI/OCBs | 119,876 | 500 | 120,376 | 0.39 | 104,962 | 500 | 105,462 | 0.36 | -0.03 |
| v. Clearing Members/ Clearing House |
14,705 | Nil | 14,705 | 0.05 | 23,109 | Nil | 23,109 | 0.08 | 0.03 |
| vi. Trusts | 20,626 | Nil | 20,626 | 0.07 | 20,775 | Nil | 20,775 | 0.07 | 0.00 |
| Category of | No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year | % change |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Shareholders | Demat | Physical | Total | % of Total Shares |
Demat | Physical | Total | % of Total Shares |
during the year |
| vii. Limited Liability Partnerships |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| viii. Foreign Portfolio Investor (Corporate) |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| ix. Qualified Foreign Investor |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Sub Total (B)(2) | 2,632,141 | 179,916 | 2,812,057 | 9.21 | 2,485,485 | 145,475 | 2,630,960 | 8.92 | -0.29 |
| Total Public Shareholding (B)=(B)(1)+(B)(2) |
8,822,629 | 185,406 | 9,008,035 | 29.51 | 8,537,451 | 150,965 | 8,688,416 | 29.46 | -0.05 |
| C. Shares held by Custodian for GDRs & ADRs |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| GRAND TOTAL (A+B+C) |
30,335,334 | 185,406 | 30,520,740 | 100.00 | 2,9342,675 | 150,965 | 29,493,640 | 100.00 | 0.00 |
Note: The paid-up share capital of the Company at the beginning of the Financial Year comprised of 30,520,740 Equity Shares of face value of INR 10 each. Consequent to the Buy-back of 10,27,100 Equity Shares during the year under review, the revised paid-up share capital as on the date of this report comprises of 29,493,640 equity Shares of face value of INR 10 each as at the end of the year under review.
ii) Shareholding of Promoters:
| Shareholders | Shareholding at the beginning Shareholding at the end of the year of the year |
% change in | |||||
|---|---|---|---|---|---|---|---|
| Name | No. of shares |
% of total shares of the Company |
% of Shares pledged / encumbered to total shares |
No. of shares |
% of total shares of the Company |
% of Shares pledged / encumbered to total shares |
shareholding during the year |
| Robert Bosch GmbH |
21,058,705 | 69.00 | Nil | 20,351,224 | 69.00 | Nill | Nil |
| Robert Bosch Engineering and Business Solutions Private Limited |
4,54,000 | 01.49 | Nil | 4,54,000 | 01.54 | Nil | 0.05 |
| Total | 21,512,705 | 70.49 | Nil | 20,805,224 | 70.54 | Nil | 0.05 |
iii) Change in Promoter/Promoter Group's Shareholding:
| Shareholders Name | Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
|||
|---|---|---|---|---|---|
| No. of shares | % of total shares of the Company |
No. of shares | % of total shares of the Company |
1. Robert Bosch GmbH
| At the beginning of the year | 21,058,705 | 69.00 | - | - |
|---|---|---|---|---|
| February 25, 2019 Decrease in shareholding ( Buyback of shares) |
(707,481) | 20,351,224 | 69.00 | |
| At the end of the year (1) | - | - | 20,351,224 | 69.00 |
2. Robert Bosch Engineering and Business Solutions Private Limited
| At the beginning of the year | 454,000 | 1.49 | ||
|---|---|---|---|---|
| At the end of the year (2) | 454,000 | 1.54 |
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
| For Each of the | the year | Shareholding at the beginning of | Cumulative shareholding during the year |
|||
|---|---|---|---|---|---|---|
| Sl. No. | Top 10 Shareholders |
No. of Shares | % of total shares of the Company |
No. of Shares | % of total shares of the Company |
|
| 1. | General Insurance Corporation of India |
965,000 | 3.161 | 3.161 | ||
| Date | Purchase/(Sale) | |||||
| 25.02.2019 | Sale - Buyback of shares |
(23,500) | 941,500 | 3.192 | ||
| 2. | The New India Assurance Company Limited |
867,291 | 2.841 | |||
| Date | Purchase/(Sale) | |||||
| 13.04.2018 | Sale | (1,200) | 866,091 | |||
| 20.04.2018 | Sale | (34) | 866,057 | |||
| 20.07.2018 | Purchase | 100 | 866,157 | |||
| 07.09.2018 | Sale | (2,920) | 863,237 | |||
| 14.09.2018 | Sale | (1,320) | 861,917 | |||
| 21.09.2018 | Sale | (900) | 861,017 | |||
| 05.10.2018 | Sale | (448) | 860,569 | |||
| 25.02.2019 | Sale - Buyback of shares |
(23,569) | 837,000 | 2.837 | ||
| 3. | Life Insurance Corporation of India |
759,014 | 2.486 | |||
| Date | Purchase/(Sale) | |||||
| 06.04.2018 | Sale | (1,156) | 757,858 | |||
| 25.02.2019 | Sale - Buyback of shares |
(21,140) | 736,718 | 2.497 | ||
| 4. | United India Insurance Company Limited |
369,779 | 1.211 | |||
| Date | Purchase/(Sale) | |||||
| 25.05.2018 | Purchase | 4,291 | 374,070 | |||
| 08.06.2018 | Purchase | 500 | 374,570 | 1 | ||
| 22.06.2018 | Purchase | 1,483 | 376,053 | 1 | ||
| 25.02.2019 | Sale - Buyback of shares |
(10,889) | 365,164 | 1.238 | ||
| 5. | The Oriental Insurance Company Limited |
185,910 | 0.609 | |||
| Date | Purchase/(Sale) | |||||
| 06.04.2018 | Purchase | 1,931 | 187,841 | |||
| 22.06.2018 | Purchase | 1,000 | 188,841 | 1 | ||
| 30.06.2018 | Purchase | 1,903 | 190,744 | 1 | ||
| 06.07.2018 | Purchase | 2,141 | 192,885 | 1 | ||
| 13.07.2018 | Purchase | 1,984 | 194,869 | 1 | ||
| 20.07.2018 | Purchase | 1,672 | 196,541 | |||
| 27.07.2018 | Purchase | 776 | 197,317 |
| Shareholding at the beginning of For Each of the the year |
Cumulative shareholding during the year |
||||
|---|---|---|---|---|---|
| Sl. No. | Top 10 Shareholders |
No. of Shares | % of total shares of the Company |
No. of Shares | % of total shares of the Company |
| 01.02.2019 | Purchase | 2,318 | 199,635 | ||
| 08.02.2019 | Purchase | 1,562 | 201,197 | ||
| 15.02.2019 | Purchase | 1,120 | 202,317 | ||
| 25.02.2019 | Sale - Buyback of shares |
(5,713) | 196,604 | ||
| 15.03.2019 | Purchase | 1,339 | 197,943 | ||
| 22.03.2019 | Purchase | 1,850 | 199,793 | 1 | |
| 30.03.2019 | Purchase | 1,811 | 201,604 | 0.683 | |
| 6. | Aditya Birla Sun Life Trustee Private Limited |
172,074 | 0.563 | ||
| Date | Purchase/(Sale) | ||||
| 06.04.2018 | Sale | (709) | 171,365 | ||
| 18.05.2018 | Purchase | 225 | 171,590 | ||
| 01.06.2018 | Sale | (1,500) | 170,090 | ||
| 30.06.2018 | Purchase | 15 | 170,105 | ||
| 07.09.2018 | Purchase | 7,459 | 177,564 | ||
| 14.09.2018 | Purchase | 5,250 | 182,814 | ||
| 21.09.2018 | Purchase | 6,065 | 188,879 | ||
| 29.09.2018 | Purchase | 7,995 | 196,874 | ||
| 05.10.2018 19.10.2018 |
Purchase Purchase |
2,600 1,080 |
199,474 200,554 |
||
| 26.10.2018 | Purchase | 1,080 | 201,634 | ||
| 23.11.2018 | Purchase | 2,250 | 203,884 | ||
| 14.12.2018 | Sale | (240) | 203,644 | ||
| 21.12.2018 | Purchase | 1,448 | 205,092 | ||
| 31.12.2018 | Purchase | 12 | 205,104 | ||
| 11.01.2019 | Purchase | 9 | 205,113 | ||
| 15.02.2019 | Purchase | 914 | 206,027 | ||
| 01.03.2019 | Sale | (6,755) | 199,272 | ||
| 08.03.2019 | Sale | (331) | 198,941 | ||
| 15.03.2019 | Purchase | 591 | 199,532 | ||
| 22.03.2019 | Purchase | 91 | 199,623 | ||
| 30.03.2019 | Purchase | 426 | 200,049 | 0.678 | |
| 7. | Aberdeen Global Indian Equity Limited |
280,907 | 0.920 | ||
| Date | Purchase/(Sale) | ||||
| 13.04.2018 | Sale | (7,200) | 273,707 | ||
| 20.04.2018 | Sale | (8,210) | 265,497 | ||
| 27.04.2018 | Sale | (1,790) | 263,707 | ||
| 08.06.2018 | Sale | (2,300) | 261,407 | ||
| 15.06.2018 | Sale | (4,320) | 257,087 | ||
| 22.06.2018 | Sale | (670) | 256,417 | ||
| 27.07.2018 | Sale | (1,355) | 255,062 | ||
| 03.08.2018 | Sale | (8,645) | 246,417 | ||
| 24.08.2018 31.08.2018 |
Sale Sale |
(9,302) (10,698) |
237,115 226,417 |
||
| For Each of the | the year | Shareholding at the beginning of | Cumulative shareholding during the year |
||||
|---|---|---|---|---|---|---|---|
| Sl. No. | Top 10 Shareholders |
No. of Shares | % of total shares of the Company |
No. of Shares | % of total shares of the Company |
||
| 21.09.2018 | Sale | (27,000) | 199,417 | ||||
| 05.10.2018 | Sale | (2,790) | 196,627 | ||||
| 19.10.2018 | Sale | (242) | 196,385 | ||||
| 02.11.2018 | Sale | (6,764) | 189,621 | ||||
| 09.11.2018 | Sale | (4,204) | 185,417 | ||||
| 25.02.2019 | Sale - Buyback of shares |
(5,786) | 179,631 | 0.609 | |||
| 8. | National Insurance Company Limited |
168,503 | 0.552 | ||||
| Date | Purchase/(Sale) | ||||||
| 27.04.2018 | Purchase | 9,600 | 178,103 | ||||
| 22.06.2018 | Purchase | 1,000 | 179,103 | ||||
| 06.07.2018 | Purchase | 1,000 | 180,103 | ||||
| 20.07.2018 | Purchase | 1,000 | 181,103 | ||||
| 25.02.2019 | Sale - Buyback of shares |
(6,084) | 175,019 | ||||
| 15.03.2019 | Purchase | 3,000 | 178,019 | 0.603 | |||
| 9. | First State Asian Equity Plus Fund |
74,116 | 0.242 | ||||
| Date | Purchase/(Sale) | ||||||
| 06.04.2018 | Purchase | 19,948 | 94,064 | ||||
| 04.05.2018 | Purchase | 731 | 94,795 | ||||
| 11.05.2018 | Purchase | 18,020 | 112,815 | ||||
| 18.05.2018 | Purchase | 5,225 | 118,040 | 0.400 | |||
| 10. | Vanguard Emerging Markets Stock Index Fund, A Serie of Vanguard Inter |
128,725 | 0.421 | ||||
| Date | Purchase/(Sale) | ||||||
| 04.05.2018 | Sale | (260) | 128,465 | ||||
| 11.05.2018 | Sale | (247) | 128,218 | ||||
| 01.06.2018 | Sale | (195) | 128,023 | ||||
| 15.06.2018 | Sale | (195) | 127,828 | ||||
| 22.06.2018 | Sale | (492) | 127,336 | ||||
| 30.06.2018 | Sale | (792) | 126,544 | ||||
| 06.07.2018 | Sale | (324) | 126,220 | ||||
| 13.07.2018 | Sale | (516) | 125,704 | ||||
| 29.09.2018 | Sale | (10,116) | 115,588 | ||||
| 16.11.2018 | Purchase | 180 | 115,768 | ||||
| 23.11.2018 | Purchase | 468 | 116,236 | ||||
| 07.12.2018 | Purchase | 228 | 116,464 | ||||
| 21.12.2018 | Purchase | 648 | 117,112 | ||||
| 01.02.2019 08.02.2019 |
Purchase Purchase |
638 2,035 |
117,750 119,785 |
||||
| 25.02.2019 | Sale - Buyback of shares |
(3,518) | 116,267 | 0.394 | |||
Note: The paid-up share capital of the Company at the beginning of the Financial Year comprised of 30,520,740 Equity Shares of face value of INR 10 each. Consequent to the Buy-back of 10,27,100 Equity Shares during the year under review, the revised paid-up share capital as on the date of this report comprises of 29,493,640 Equity Shares of face value of INR 10 each as at the end of the year under review.
v) Shareholding of Directors and Key Managerial Personnel (KMP):
| Name of the Directors and KMP |
Shareholding at the beginning of the year |
Shareholding at the end of the year |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| No. of shares | % of total shares of the Company |
No. of shares | % of total shares of the Company |
|||||||
| 1. Dr. Gopichand Katragadda (Independent Director from 04.12.2018) | ||||||||||
| At the beginning of the year | 43 | - | - | - | ||||||
| February 25, 2019 Decrease in shareholding (Buyback of shares) |
(01) | - | 42 | - | ||||||
| At the end of the year | - | - | 42 | - | ||||||
| 2. Mr. Rajesh Parte (Company Secretary & Compliance Officer from 05.11.2018) | ||||||||||
| At the beginning of the year | 03 | - | - | - | ||||||
| At the end of the year | - | - | 03 | - |
V. INDEBTEDNESS:
The Company has not availed any loan.
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director (MD), Whole-Time Directors (WTD) and/or Manager:
| [Mio INR] | ||||||
|---|---|---|---|---|---|---|
| SI. no. |
Particulars of Remuneration | Mr. Soumi tra Bhat tacharya (Managing Director) |
Dr. Andreas Wolf (Joint Managing Director) |
Mr. Jan-Oliver Röhrl (Executive Director) |
Mr. S. C. Srinivasan (CFO & Whole time Director) |
Total Amount |
| 1. | Gross salary | |||||
| (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
24.04 | 25.89 | 32.24 | 16.77 | 98.94 | |
| (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
11.99 | 10.36 | 11.65 | 5.93 | 39.93 | |
| (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
- | - | - | - | - | |
| 2. | Stock Option | - | - | - | - | - |
| 3. | Sweat Equity | - | - | - | - | - |
| 4. | Commission | 34.51 | 29.96 | 27.19 | 21.34 | 113.00 |
| -As a % of profit | - | - | - | - | - | |
| -Others, specify | - | - | - | - | - | |
| 5. | Others –Contribution to funds | 6.24 | 1.38 | 1.38 | 4.82 | 13.82 |
| TOTAL (A) | 76.78 | 67.59 | 72.46 | 48.86 | 265.69 | |
| Ceiling as per the Act | 2,014 | |||||
(being 10% of the net profits of the Company as per Section 198 of the Companies Act, 2013)
| B. Remuneration to other directors: | [Mio INR] | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| SI. no. |
Particulars of Remuneration |
Mr. V. K. Viswana than |
Mr. Bernhard Steinruecke |
Ms. Renu Karnad* |
Dr. Gop ichand Katragadda* |
Mr. Bhaskar Bhat |
Ms. Hema Ravichandar |
Mr. S.V. Ranganath * |
Total (Amount) |
| 1. | Independent directors | ||||||||
| Fee for attending board/ committee meetings |
- | 0.12 | 0.09 | 0.02 | 0.12 | 0.12 | 0.12 | 0.59 | |
| Commission | - | 2.71 | 1.55 | 0.79 | 2.75 | 2.71 | 2.23 | 12.74 | |
| Others specify | - | - | - | - | - | - | - | - | |
| Total (1) | - | 2.83 | 1.64 | 0.81 | 2.87 | 2.83 | 2.35 | 13.33 | |
| Other Non-Executive Directors |
|||||||||
| Fee for attending board/ committee meetings |
0.15 | - | - | - | - | - | - | 0.15 | |
| Commission | 3.00 | - | - | - | - | - | - | 3.00 | |
| Others specify | - | - | - | - | - | - | - | - | |
| Total (2) | 3.15 | - | - | - | - | - | - | 3.15 | |
| Total (B) =(1)+ (2) | 3.15 | 2.83 | 1.64 | 0.81 | 2.87 | 2.83 | 2.35 | 16.48 | |
| Total Managerial Remuneration# |
282.17 | ||||||||
| Over all Ceiling as per Act |
Act, 2013) | (being 1% of the net profit of the Company calculated as per Section 198 of the Companies | 201.4 |
Note: Mr. Peter Tyroller, Non- executive director has waived his remuneration as director.
* During the year under review, Ms. Renu s Karnad (upto 25.09.18), Mr. S.V. Ranganath (from 01.07.18) and Dr. Gopichand Katragadda (from 04.12.18) served as Independent Directors for approximately 6 months, 9 months and 4 months respectively. Therefore, the Commission paid to them has been calculated on pro-rata basis.
Total remuneration to Managing Director, Whole-time Director and other Directors [being the total of (A) and (B)]. The ceiling for the total remuneration to all directors is MIO INR 2,215, being 11 percent of the profits calculated as per Section 198 of the Companies Act, 2013.
C. Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD
| [Mio INR] | |||||
|---|---|---|---|---|---|
| SI. No. |
Particulars of Remuneration | R. Vijay (Company Secretary up to 23.05.18) |
Rajesh Parte (Company Secretary from 05.11.18) |
S. Karthik [Mio INR] (Joint Chief Financial Officer up to 30.06.18) |
|
| 1. | Gross salary | ||||
| (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
1.58 | 2.94 | 6.15 | ||
| (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 | Nil | Nil | 1.08 | ||
| (c) Profits in lieu of salary under section 17(3) In come-tax Act, 1961 |
Nil | Nil | Nil | ||
| Sweat Equity | Nil | Nil | Nil | ||
| Commission | Nil | Nil | Nil | ||
| - as % of profit | |||||
| - others, specify | Nil | Nil | 2.91 | ||
| Others- Contribution to funds | Nil | 0.09 | 1.24 | ||
| Total (C) | 1.58 | 3.03 | 11.38 | ||
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
During Financial Year 2018 - 19, there were no penalties/punishment/compounding of offences under the Companies Act, 2013.
For and on behalf of the Board of Directors
Independent Auditor's Report
To the Members of Bosch Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of BOSCH LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibility for the Audit of the Standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
| Sr. No. | Key Audit Matter | Auditor's Response |
|---|---|---|
| 1 | Revenue recognition under Ind AS 115 Revenue from contracts with Customers - Refer note 32 |
Our principal audit procedures performed, among other procedures, included the following: |
| The Company generates revenue from manufacture and trading in automotive and industrial products. |
1. We performed an understanding of the systems and processes for recognising revenue when the performance obligations are met. 2. We carried out testing of management's controls over revenue recognition with a focus on those related to the timing of revenue |
|
| The Company adopted Ind AS 115 Revenue from contracts with customers from April 1, 2018. The Company has identified the performance obligations and assessed the satisfaction of the performance obligation for the purpose of recognising revenue. We consider revenue recognition under the new standard to be a key area of focus for our audit due to: • the existence of large number of contracts • the contracts are of different types and of customised nature; and • the judgement regarding various matters like completion of performance obligation, etc. |
recognition due to impact of Ind AS 115. 3. We performed testing of samples of revenue transactions to confirm the transactions had been appropriately recorded in the income statement and verified the satisfaction of performance obligation to recognise revenue by: • analyzing the contract and terms of the sale and determining whether the management has appropriately identified the separate performance obligations and has estimated the costs to complete the contracts, where relevant; • compared the terms with the revenue recorded by management to determine whether the Company's revenue recognition policies had been properly applied and the transaction price has been appropriately determined; and • testing management's calculations and estimates made by the management in providing for estimated losses, if any, on the contracts which are in progress at the year end 4. We performed cut-off testing by tracing sample of revenue transactions around the period end to customer acceptance, to ensure performance obligations are met in recognition of revenue, as per the customer contracts. 5. We tested the management's calculation of the transition impact in recognising the cumulative effect of applying the new standard at the date of initial application. |
Information Other than the Financial Statements and Auditor's Report Thereon
- The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the "Financials at a Glance", "Directors' Report including Management Discussion and Analysis", including "Annexures to the Report of Directors" and "Report on Corporate Governance" but does not include the standalone financial statements and our auditor's report thereon.
- Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
- In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
- If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
-
As required by Section 143(3) of the Act, based on our audit we report that:
-
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
- b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
- c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
- d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
- e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164(2) of the Act.
- f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
- g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended.
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
- h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
- i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements;
- ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
- iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
-
- As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No.117366W/W–100018)
S. Sundaresan Partner (Membership No. 25776)
Annexure "A" to the Independent Auditor's Report
(Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of BOSCH LIMITED ("the Company") as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No.117366W/W–100018)
S. Sundaresan Partner (Membership No. 25776)
Annexure "B" to the Independent Auditor's Report
(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
- (i) In respect of fixed assets,
- (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
- (b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
- (c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company or the erstwhile name of the Company as at the balance sheet date.
In respect of immovable properties of land and buildings that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company or the erstwhile name of the Company, where the Company is the lessee in the agreement.
- (ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.
- (iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.
- (iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
- (v) According to the information and explanations given to us, the Company has not accepted any deposit during the year and does not have any unclaimed deposits as at March 31, 2019 and therefore, the provisions of clause 3(v) of the Order is not applicable.
- (vi) The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
- (vii) According to the information and explanations given to us, in respect of statutory dues:
- (a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Customs Duty, Goods and Service Tax, cess and other material statutory dues applicable to it with the appropriate authorities.
- (b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Customs Duty, Goods and Service Tax, cess and other material statutory dues in arrears as at March 31, 2019 for a period of more than six months from the date they became payable.
- (c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on March 31, 2019 on account of disputes are given below:
| Name of the statute |
Nature of dues |
Amount (Rs. in millions) |
Period to which the amount relates |
Forum where dispute is pending |
|---|---|---|---|---|
| 26 | 1985-88 | Supreme Court | ||
| Central Excise Act, 1944 |
Excise duty, interest and penalty |
360* | 1998-2001, 2005-16 | Customs, Excise and Service Tax Appellate Tribunal |
| 22 | 1992-94, 2002-04, 2009-14 |
Upto Commissioner level | ||
| Customs Act, | Customs duty | 17* | 2008-12, 2014-15 | Customs, Excise and Service Tax Appellate Tribunal |
| 1962 | and interest | 90 | 1991-92, 2009-15 | Upto Commissioner level |
| 4* | 2001-03 | High Court | ||
| Income-tax Act, | Income tax and | 0* | 2012-13 | Income Tax Appellate Tribunal |
| 1961 | interest | 0* | 1979-80, 2011-12, 2013-15 |
Commissioner of Income Tax (Appeals) |
| 1* | 1983-84 | Upto Commissioner level | ||
| Sales Tax Act | Sales tax, | 70* | 1996-2015, 2017-18 | Sales Tax Appellate Tribunal |
| and VAT laws | interest and penalty |
95* | 1995-2018 | Upto Commissioner level |
| Goods and Service Tax Act |
Goods and Service Tax transitional credit |
1 | 2017-2018 | Upto Commissioner level |
* Net of amount paid under protest.
- (viii) The company has not taken any loans or borrowings from financial institutions, banks and government or has not issued any debentures. Hence, reporting under clause 3 (viii) of the Order is not applicable.
- (ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.
- (x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.
- (xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.
- (xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
- (xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
- (xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable.
- (xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors to which Section 192 of the Companies Act, 2013 applies and accordingly reporting under clause (xv) of the Order is not applicable.
- (xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No.117366W/W–100018)
S. Sundaresan Partner (Membership No. 25776)
Place: Bengaluru Date: May 21, 2019
Standalone Balance Sheet
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Note No. | As at March 31, 2019 |
As at March 31, 2018 |
||
| A Assets |
||||
| 1. (ii) Loans |
Non-current assets Property, plant and equipment Capital work-in progress Investment properties Investments in subsidiary and associate Financial assets (i) Investments Deferred tax assets (net) Other non-current assets Total non-current assets |
4(a) 4(b) 5 6 7(a)(i) 7(c) 8 9 |
10,108 6,442 1,649 176 37,991 1,063 4,596 640 62,665 |
11,411 3,132 1,764 176 42,939 1,100 4,905 501 65,928 |
| 2. Inventories (v) Loans |
Current assets Financial assets (i) Investments (ii) Trade receivables (iii) Cash and cash equivalents (iv) Bank balances other than (iii) above (vi) Other financial assets Other current assets Total current assets Total assets (1+2) |
10 7(a)(ii) 7(b) 7(d) 7(e) 7(c) 7(f) 11 |
14,443 2,371 15,675 2,032 10,495 4,587 9,087 5,741 64,431 127,096 |
12,258 9,289 16,156 3,633 15,245 3,647 9,181 3,937 73,346 139,274 |
| B | Equity and Liabilities | |||
| 1. Equity Other equity Total equity |
Equity share capital (i) Reserves and surplus (ii) Other reserves |
12(a) 12(b) 12(c) |
295 82,917 8,050 91,262 |
305 92,298 7,210 99,813 |
| 2. Liabilities Provisions |
Non-current liabilities Financial liabilities (i) Other financial liabilities Total non-current liabilities Current liabilities Financial liabilities (i) Trade payables |
13(a) 14 13(b) |
107 3,416 3,523 |
66 4,204 4,270 |
| Provisions | total outstanding dues to micro enterprises and small enterprises total outstanding dues of creditors other than micro enterprises and small enterprises (ii) Other financial liabilities Current tax liabilities (net) Other current liabilities Total current liabilities Total liabilities Total equity and liabilities (1+2) |
13(a) 14 15 16 |
619 15,266 5,189 7,175 158 3,904 32,311 35,834 127,096 |
395 19,836 4,237 7,450 906 2,367 35,191 39,461 139,274 |
| Summary of significant accounting policies | 2 |
The accompanying notes are an integral part of these standalone financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP Chartered Accountants
S. Sundaresan Partner
Place: Bengaluru Rajesh Parte
Date: May 21, 2019 Company Secretary & Compliance Officer
V.K. Viswanathan (DIN: 01782934) Chairman Soumitra Bhattacharya (DIN: 02783243) Managing Director Andreas Wolf (DIN: 07088505) Joint Managing Director Jan-Oliver Röhrl (DIN: 07706011) Executive Director Bhaskar Bhat (DIN: 00148778) Director Bernhard Steinruecke (DIN: 01122939) Director S.V. Ranganath (DIN: 00323799) Director Gopichand Katragadda (DIN: 02475721) Director S.C. Srinivasan (DIN: 02327433) CFO & Whole-time Director
For and on behalf of the Board
Standalone Statement of Profit and Loss
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| Note No. | For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Continuing operations | |||
| Revenue from operations : Sale of products (including excise duty) Sale of services |
44 | 117,818 2,641 |
113,929 2,685 |
| Other operating revenue | 17 | 2,120 | 2,108 |
| Other income | 18 | 122,579 5,953 |
118,722 5,118 |
| Total revenue | 128,532 | 123,840 | |
| Expenses : Cost of materials consumed Purchases of stock-in-trade Changes in inventories of finished goods, work-in-progress and stock-in-trade Excise duty Employee benefit expense Finance costs Depreciation and amortisation expense Other expenses |
19 20 21 44 22 23 24 25 |
29,924 39,680 (1,853) - 13,704 133 4,045 19,489 |
27,341 35,278 395 1,821 13,565 33 4,672 19,390 |
| Total expenses | 105,122 | 102,495 | |
| Profit before exceptional item and tax | 23,410 | 21,345 | |
| Exceptional item | 45 | - | 939 |
| Profit before tax | 23,410 | 20,406 | |
| Tax expense : Current tax (i) for the year (ii) relating to earlier years Deferred tax charge/ (credit) |
27 | 7,612 (538) 356 |
7,030 (14) (318) |
| Total tax expense | 7,430 | 6,698 | |
| Profit for the year | 15,980 | 13,708 | |
| Other comprehensive income (OCI) Items that will not be reclassified to profit or loss Changes in fair value of the equity instruments Income tax relating to above Remeasurement of post-employment benefit obligations Income tax relating to above |
12(c) 12(c) & 8 12(b) 12(b) & 8 |
862 (22) 238 (81) |
1,248 - 256 (89) |
| Other comprehensive income for the year (Net of tax) | 997 | 1,415 | |
| Total comprehensive income for the year | 16,977 | 15,123 | |
| Earnings per share of nominal value of Rs. 10/- each - Basic and Diluted from operations |
37 | 525 | 449 |
| Summary of significant accounting policies | 2 | ||
| Details of R&D expenses | 26 |
The accompanying notes are an integral part of these standalone financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP Chartered Accountants
S. Sundaresan Partner
Place: Bengaluru Rajesh Parte
Date: May 21, 2019 Company Secretary & Compliance Officer
For and on behalf of the Board V.K. Viswanathan (DIN: 01782934) Chairman Soumitra Bhattacharya (DIN: 02783243) Managing Director Andreas Wolf (DIN: 07088505) Joint Managing Director Jan-Oliver Röhrl (DIN: 07706011) Executive Director Bhaskar Bhat (DIN: 00148778) Director Bernhard Steinruecke (DIN: 01122939) Director S.V. Ranganath (DIN: 00323799) Director Gopichand Katragadda (DIN: 02475721) Director S.C. Srinivasan (DIN: 02327433) CFO & Whole-time Director
Standalone Cash Flow Statement [` in Millions (Mio INR)]
| Note No. | For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
||
|---|---|---|---|---|
| A. | Cash flow from operating activities | |||
| Profit before income tax | 23,410 | 20,406 | ||
| Adjustments for : | ||||
| Depreciation and amortisation expense | 24 | 4,045 | 4,672 | |
| Unrealised exchange loss (net) (Profit)/ Loss on sale of property, plant and equipment (net) |
18 | 42 (10) |
13 (32) |
|
| Provision for doubtful debts | 25 | 37 | 492 | |
| Bad debts written off | 25 | 45 | 121 | |
| Provision/ liabilities no longer required written back Rental income |
17 17 |
(30) (1,043) |
(165) (994) |
|
| Dividend from equity investments designated at FVOCI | 18 | (74) | (71) | |
| Interest income Net gain on financial assets measured at FVTPL |
18 18 |
(2,769) (3,093) |
(2,720) (2,185) |
|
| Amortisation of deferred government grant income | 18 | (7) | (55) | |
| Government grant | 18 | - | (55) | |
| Finance cost Operating profit before working capital changes |
23 | 89 20,642 |
33 19,460 |
|
| Changes in working capital: | ||||
| (Increase)/ decrease in inventories | (2,185) | (454) | ||
| (Increase)/ decrease in trade receivables (Increase)/ decrease in other financial assets |
345 90 |
(4,844) (104) |
||
| (Increase)/ decrease in other current assets | (1,233) | 374 | ||
| (Increase)/ decrease in loans | 47 | 77 | ||
| (Increase)/ decrease in other non-current assets (Increase)/ decrease in other bank balances |
(71) 0 |
9 (11) |
||
| Increase/ (decrease) in trade payables | (4,285) | 6,676 | ||
| Increase/ (decrease) in other financial liabilities Increase/ (decrease) in provisions |
784 (1,133) |
1,538 890 |
||
| Increase/ (decrease) in other current liabilities | 875 | 437 | ||
| Net cash generated from operations | 13,876 | 24,048 | ||
| Income taxes paid (net of refunds) | 15 | (7,822) | (6,761) | |
| Net cash from operating activities | 6,054 | 17,287 | ||
| B. | Cash flow from investing activities Additions to property, plant and equipment |
(5,848) | (4,925) | |
| Additions to investment properties | (53) | (7) | ||
| Proceeds from sale of property, plant and equipment Purchase of investments |
48 (37,750) |
86 (26,705) |
||
| Proceeds from sale of investments | 53,571 | 17,000 | ||
| Inter corporate deposit given Inter corporate deposit repayment received |
(7,850) 7,900 |
(7,900) 6,800 |
||
| Loan to fellow subsidiaries given | (1,030) | (1,215) | ||
| Loan to fellow subsidiaries repayment received Investment in deposit accounts (original maturity of more than 3 months) |
80 (12,000) |
770 (16,850) |
||
| Maturity of deposit accounts (original maturity of more than 3 months) | 16,750 | 17,480 | ||
| Dividends received Rental income received |
18 17 |
74 1,043 |
71 994 |
|
| Interest received | 2,724 | 2,698 | ||
| Net cash from/ (used in) investing activities | 17,659 | (11,703) | ||
| C. | Cash flow from financing activities | |||
| Dividends paid | 12(b)(v) | (3,052) | (2,736) | |
| Dividend distribution tax Buy Back of shares |
12(b)(v) | (627) (21,569) |
(559) - |
|
| Government grant received | 18 | - | 55 | |
| Interest paid Net cash from/ (used in) financing activities |
(60) (25,308) |
(6) (3,246) |
||
| Net cash flows during the year (A+B+C) | (1,595) | 2,338 | ||
| Unrealised exchange gain/(loss) on cash and cash equivalents | - | (0) | ||
| Cash and cash equivalents at the beginning of the year | 3,627 | 1,289 | ||
| Cash and cash equivalents at the end of the year | 2,032 | 3,627 | ||
| Note No. | As at March 31, 2019 | As at March 31, 2018 | ||
| Cash and cash equivalents as per above comprise of the following | ||||
| Cash and cash equivalents | 7(d) | 2,032 | 3,633 | |
| Book overdraft | 13(a) | - | (6) | |
| Balance as per statement of cash flows | 2,032 | 3,627 | ||
Notes: (a) Above cash flow statement has been prepared under indirect method in accordance with the Indian Accounting Standard (Ind AS) 7 on
"Statement of Cash Flows".
(b) Mutual Fund dividend reinvested has not been considered above as there was no cash inflow/ outflow.
The accompanying notes are an integral part of these standalone financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP Chartered Accountants
S. Sundaresan Partner
Place: Bengaluru Rajesh Parte
Date: May 21, 2019 Company Secretary & Compliance Officer
For and on behalf of the Board V.K. Viswanathan (DIN: 01782934) Chairman Soumitra Bhattacharya (DIN: 02783243) Managing Director Andreas Wolf (DIN: 07088505) Joint Managing Director Jan-Oliver Röhrl (DIN: 07706011) Executive Director Bhaskar Bhat (DIN: 00148778) Director Bernhard Steinruecke (DIN: 01122939) Director S.V. Ranganath (DIN: 00323799) Director Gopichand Katragadda (DIN: 02475721) Director S.C. Srinivasan (DIN: 02327433) CFO & Whole-time Director
Standalone Statement of changes in equity
A Equity share capital
| [` in Millions (Mio INR)] | ||
|---|---|---|
| Note No. | Amount | |
| As at April 1, 2017 | 305 | |
| Changes in equity share capital | 13(a) | - |
| As at March 31, 2018 | 305 | |
| Changes in equity share capital | 13(a) & 43 | (10) |
| As at March 31, 2019 | 295 |
B Other equity
| Reserves and surplus | Other reserves | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note No. | Capital Reserve |
Share Premium |
Capital Redemption Reserve |
General Reserve |
Retained earnings |
Total | FVOCI - equity instruments |
Total other equity |
|
| Balance at April 1, 2017 | 39 | 8 | 76 | 21,862 | 59,744 | 81,729 | 5,962 | 87,691 | |
| Profit for the year | - | - | - | - | 13,708 | 13,708 | - | 13,708 | |
| Other comprehensive income | - | - | - | - | 167 | 167 | 1,248 | 1,415 | |
| Total comprehensive income | - | - | - | - | 13,875 | 13,875 | 1,248 | 15,123 | |
| for the year | |||||||||
| Dividend | 12(b)(v) | - | - | - | - | (2,747) | (2,747) | - | (2,747) |
| Dividend distribution taxes | 12(b)(v) | - | - | - | - | (559) | (559) | - | (559) |
| - | - | - | - | (3,306) | (3,306) | - | (3,306) | ||
| Balance at March 31, 2018 | 39 | 8 | 76 | 21,862 | 70,313 | 92,298 | 7,210 | 99,509 | |
| Ind AS transition adjustments | 32 | - | - | - | - | (280) | (280) | - | (280) |
| Balance at April 1, 2018 | 39 | 8 | 76 | 21,862 | 70,033 | 92,018 | 7,210 | 99,228 | |
| Profit for the year | - | - | - | - | 15,980 | 15,980 | - | 15,980 | |
| Other comprehensive income | - | - | - | - | 157 | 157 | 840 | 997 | |
| Total comprehensive income | - | - | - | - | 16,137 | 16,137 | 840 | 16,977 | |
| for the year | |||||||||
| Buy back of shares | 43 | - | - | 10 | (21,569) | - | (21,559) | - (21,559) | |
| Dividend | 12(b)(v) | - | - | - | - | (3,052) | (3,052) | - | (3,052) |
| Dividend distribution taxes | 12(b)(v) | - | - | - | - | (627) | (627) | - | (627) |
| Balance at March 31, 2019 | 39 | 8 | 86 | 293 | 82,491 | 82,917 | 8,050 | 90,967 |
The accompanying notes are an integral part of these standalone financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP Chartered Accountants
S. Sundaresan Partner
Place: Bengaluru Rajesh Parte
Date: May 21, 2019 Company Secretary & Compliance Officer
For and on behalf of the Board V.K. Viswanathan (DIN: 01782934) Chairman Soumitra Bhattacharya (DIN: 02783243) Managing Director Andreas Wolf (DIN: 07088505) Joint Managing Director Jan-Oliver Röhrl (DIN: 07706011) Executive Director Bhaskar Bhat (DIN: 00148778) Director Bernhard Steinruecke (DIN: 01122939) Director S.V. Ranganath (DIN: 00323799) Director Gopichand Katragadda (DIN: 02475721) Director S.C. Srinivasan (DIN: 02327433) CFO & Whole-time Director
Note 1: General Information
Bosch Limited (the "Company") is the flagship company of Robert Bosch Company in India. Headquartered out of Bengaluru, the Company has its key manufacturing facilities in Bengaluru, Nashik, Naganathapura, Jaipur, Goa, Gangaikondan, Chennai and Bidadi. The Company has presence across automotive technology, industrial technology, consumer goods and energy and building technology. It manufactures and trades in products such as diesel and gasoline fuel injection systems, automotive aftermarket products, industrial equipments, packaging machines, electrical power tools, security systems and industrial and consumer energy products and solutions. The Company's shares are listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).
The financial statements are approved for issue by the Company's Board of Directors on May 21, 2019.
Note 2: Summary of Significant Accounting Policies
- (a) Basis of preparation:
- (i) Compliance with Ind AS
The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.
(ii) Historical cost convention
The financial statement has been prepared on a historical cost basis, except for:
-
certain financial assets and liabilities (including derivative instruments) that are measured at fair value at the end of each reporting period; and
-
defined benefit plans (plan assets measured at fair value at the end of each reporting period)
-
(iii) The assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.
- (iv) Recent accounting pronouncement
The Ministry of Corporate Affairs (MCA) has notified Ind AS 116 Leases vide its notification dated March 30, 2019. The standard replaces Ind AS 17 Leases. The said notification is effective for annual periods beginning on or after 1 April 2019.
Ind AS 116 introduces a single lease accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Currently operating lease expenses are charged to the statement of Profit and Loss. Ind AS 116 substantially carries forward the lessor accounting requirments in Ind AS 17. The standard permits two possible methods of transition i.e., full retrospective and modified retrospective. The company is proposing to use the 'Modified Retrospective Approach' for transitioning to Ind AS 116, and take the cumulative adjustment to retained earnings, on the date of initial application.
The Company is currently evaluating the requirements of Ind AS 116, and is in the process of determining the impact on the standalone financial statements.
(b) Revenue recognition:
The Company recognizes revenue under the core principle to depict the transfer of control to the Company's customers in an amount reflecting the consideration the Company expects to be entitled.
- (i) Sale of products is recognised when the control in the goods are transferred to the buyer which is when the performance obligation is met, based on contract with customers. Revenue is based on price agreed with the customers and are net of returns, trade discounts, cash discounts, sales incentives, goods & service tax, etc. Amounts disclosed as revenue are inclusive of excise duty upto June 30, 2017 (Refer Note 44)
- (ii) Sale of services with respect to fixed price contracts which extend over one accounting period is recognised on percentage of completion method over the period of contract with the customers. Revenue with respect to time-and-material contracts are recognised at the point of time when control is transferred to customer. Provisions for estimated losses, if any, on contracts which are in progress at the year end are recorded in the period in which such losses become probable based on the expected estimates at the reporting period.
-
(iii) Rental income arising from operating lease of investment properties is accounted on accrual basis based on contractual terms with the lessee and is disclosed under other operating revenue in Statement of Profit and Loss.
-
(c) Investments and other financial assets:
- (i) Classification
The Company classifies its financial assets under the following measurement categories:
-
those to be measured subsequently at fair value through other comprehensive income (FVOCI) or fair value through profit and loss (FVTPL), and
-
those measured at amortised cost.
The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in the Statement of Profit or Loss or Other Comprehensive Income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity instrument at fair value through Other Comprehensive Income.
The Company reclassifies debt investments when and only when its business model for managing those assets changes.
(ii) Initial recognition and measurement
All financial assets are recognised initially at its fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in Statement of Profit or Loss.
(iii) Subsequent measurement
Financial assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost.
Financial assets that are held for collection of contractual cash flows and for selling the financial assets, where the asset's cash flows represent solely payments of principal and interest, are measured at FVOCI. All equity investments are measured at fair value through Other Comprehensive Income, except for investments in subsidiary/ associate which is measured at cost. Changes in the fair value of financial assets are recognised in Statement of Other Comprehensive Income. In those cases, there is no subsequent reclassification of fair value gains and losses to Statement of Profit and Loss.
Financial assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on such financial assets that are subsequently measured at FVTPL and is recognised and presented net in the Statement of Profit and Loss within other income in the period in which it arises.
(iv) Impairment of financial assets
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. The Company assesses the expected credit losses associated with its assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 30 details how the company determines whether there has been a significant increase in credit risk. The losses arising from impairment are recognised in Statement of the Profit or Loss.
For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
(v) Derecognition of financial assets
The Company derecognises a financial asset when the contractual right to the cash flows from the financial asset expire or it transfers substantially all risk and rewards of ownership of the financial asset. A gain or loss on such financial assets that are subsequently measured at amortised cost is recognised in the Statement of Profit or Loss when the asset is derecognised.
(vi) Income recognition
Interest income
Interest income from financial assets measured at amortised cost is recognised using the effective interest rate method and are disclosed in Statement of Profit and Loss.
Dividends
Dividends from equity instruments are recognised as other income in Statement of Profit and Loss only when the right to receive payment is established.
(d) Property, plant and equipment:
Freehold land is carried at historical cost and other items of property, plant and equipment including capital spares
are stated at cost of acquisition or construction less accumulated depreciation when, it is probable that future economic benefits associated with the item will flow to the Company and it can be used for more than one year and the cost can be measured reliably.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it meets the recognition criteria as mentioned above. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to Statement of Profit or Loss during the reporting period in which they are incurred.
Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in Statement of Profit or Loss within other income or expense.
Depreciation on property, plant and equipments is provided using the written down value method. As required under Schedule II to the Companies Act 2013, the Company periodically assesses the estimated useful life of its tangible assets based on the technical evaluation considering anticipated technological changes and actual usage of the assets. The estimated useful life is either equal to or lower than those prescribed under Part C of Schedule II to the Companies Act, 2013.
The estimated useful life for various property, plant and equipments is given below:
| Useful life (in years) |
||
|---|---|---|
| Buildings : | ||
| Residential | : | 59 |
| Factory/ Office | : | 29 |
| Plant and machinery : | ||
| General | : | 6 |
| Data processing equipment : | 3 | |
| Furniture and fixtures | : | 8 |
| Office equipment | : | 5 |
| Vehicles | : | 5 |
In respect of specific assets including second hand plant and machinery, capital spares which are estimated to have a lower residual life than envisaged above, depreciation is provided based on the estimated lower residual life, where required.
Low value assets not exceeding INR 15,000/- per unit and all Research and Development assets (except for Buildings) are depreciated at 100% in the quarter of addition.
In respect of additions, depreciation is provided on pro-rata basis from the quarter of addition and in respect of disposals, the same is provided upto the quarter prior to disposal.
Cost of application software is expensed off on purchase.
(e) Investment properties:
Property that is held for rental income and that is not occupied by the Company, is classified as investment property. Investment properties are measured initially at cost, including related transaction cost. It is carried at cost less accumulated depreciation. Subsequent expenditure is capitalised to the asset's carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. All other repairs and maintenance costs are expensed when incurred. Subsequent to intial recognition, investment properties are measured in accordance with Ind AS 16 Property, Plant and Equipment's requirements for cost model.
Land is carried at historical cost, however, buildings are depreciated using the written down value method over their estimated useful lives as mentioned in 2(d) above.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as difference between the net disposal proceeds and the carrying amount of the asset) is included in Statement of Profit or Loss in the period in which the property is derecognised.
(f) Trade receivables:
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment.
(g) Inventories:
Inventories are valued at lower of cost and net realisable value. Cost is generally ascertained on weighted average basis. Cost of raw materials, traded goods and indirect materials include cost of purchase and other costs incurred in bringing the inventories to their present location and condition. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads. Net realisable value is
the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Obsolete/ slow moving inventories are adequately provided for.
- (h) Employee benefits:
- (i) Short term employee benefits:
All employee benefits that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service are classified as short term employee benefits, which include salaries, wages, short term compensated absences and performance incentives and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the Balance Sheet. These are recognised as expenses in the period in which the employee renders the related service.
(ii) Post-employment benefits:
Contributions towards Superannuation Fund, Pension Fund and government administered Provident Fund are treated as defined contribution schemes. In respect of contributions made to government administered Provident Fund, the Company has no further obligations beyond its monthly contributions. Such contributions are recognised as expense in the period in which the employee renders related service.
Provident Fund contributions made to Trusts administered by the Company are treated as defined benefit plan. The interest payable to the members of these Trusts shall not be lower than the statutory rate of interest declared by the Central Government under the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, shall be made good by the Company. The Company also provides for post employment defined benefit in the form of Gratuity. The cost of defined benefit is determined using the projected unit credit method, with actuarial valuation being carried out at each balance sheet date. Actuarial gains and losses in respect of the same are charged to the Other Comprehensive Income (OCI).
(iii) Other long term employee benefits:
All employee benefits other than post-employment benefits and termination benefits, which do not fall due wholly within twelve months after the end of the period in which the employees render the related service, including long term compensated absences, service awards, and ex-gratia are determined based on actuarial valuation carried out at each Balance Sheet date. Estimated liability on account of long term employee benefits is discounted to the present value using the yield on government bonds as the discounting rate for the term of obligations as on the date of the Balance Sheet. Actuarial gains and losses in respect of the same are charged to the Statement of Profit and Loss.
(iv) Termination benefits:
Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or when an employee accepts voluntary retirement in exchange of these benefits. The Company recognises termination benefits at the earlier of the following dates: (a) when the Company can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets and involves the payment of termination benefits. The termination benefits are measured based on the number of employees expected to accept the offer in case of voluntary retirement scheme.
(i) Foreign currency transactions:
Items included in the standalone financial statements are measured using the currency of the primary economic environment in which entity operates ('the functional currency'). The standalone financial statements are presented in Indian rupee (INR), which is Company's functional and presentation currency.
Foreign currency transactions are recorded at the rate of exchange prevailing on the date of the transactions. At the year end, all the monetary assets and liabilities denominated in foreign currency are restated at the closing exchange rates. Exchange differences resulting from the settlement of such transactions and from the translation of such monetary assets and liabilities at the year end are recognised in the Statement of Profit and Loss.
(j) Leases:
As a lessee
Leases in which the Company has substantial portion of the risks and rewards of ownership are classified as finance leases. Assets acquired under finance leases are capitalised at the lower of the fair value of the leased assets at the inception of the lease term and the present value of minimum lease payments. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability.
Cost of leasehold land (other than those which will be converted to freehold after a certain period upon satisfying prescribed conditions) is amortised over the lease term.
Leases in which the Company doesn't have substantial portion of the risks and rewards of ownership are classified as operating leases. Payment made under operating leases are charged to Statement of Profit and Loss on a straight line basis.
As a lessor
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return of the net investment outstanding in respect of the leases.
Lease income from operating leases where the Company is a lessor is recognised as income on a straight line basis. The respective leased assets are disclosed as investment properties.
- (k) Income tax :
- (i) Current tax:
Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the provisions of Income-tax Act, 1961. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis.
(ii) Deferred tax:
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred tax assets are recognised and carried forward only if it is probable that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured at the tax rates that have been enacted or substantively enacted as on the balance sheet date. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax.
Current and deferred tax is recognised in the Statement of Profit and Loss, except to the extent that it relates to items recognised in Other Comprehensive Income. In this case, the tax is also recognised in Other Comprehensive Income.
(l) Impairment of assets:
At each Balance Sheet date, the Company assesses whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount. If the carrying amount of the asset exceeds its estimated recoverable amount, an impairment loss is recognised in the Statement of Profit and Loss to the extent the carrying amount exceeds recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purpose of assessing impairment, assets are grouped at the lowest level of which that are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash-generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
(m) Trade and other payables:
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid as per payment terms. They are recognised initially at their fair value and subsequently measured at amortised cost.
(n) Borrowings:
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost using effective interest method.
(o) Provisions and Contingent Liabilities:
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
(p) Government grants:
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.
Government grants relating to the purchase of property, plant and equipment are deducted while calculating the carrying amount of the asset resulting in reduced depreciation over the life of property, plant and equipment.
(q) Segment Reporting:
Segment reporting is based on the management approach with regard to segment identification, under which information regularly provided to the chief operating decision maker (CODM) for decision-making purposes is considered decisive. The executive directors are the chief operating decision maker of the company, who assess the financial position, performance and make strategic decisions.
Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment. Inter-segment revenue have been accounted for based on the transaction price agreed to between segments which is primarily market based. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocated corporate expenses/ income".
(r) Cash and cash equivalents:
Cash and cash equivalents includes cash and cheques on hand, current accounts and fixed deposits accounts with banks with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(s) Derivatives and hedging activities:
The Company uses derivative financial instruments such as forward exchange contracts and currency option contracts to hedge its risks associated with foreign currency fluctuations. Such derivative contracts are not designated as hedges and are accounted for at Fair Value through Profit and Loss.
(t) Embedded derivatives:
Derivatives embedded in a host contract that is an asset within the scope of Ind AS 109 Financial Instruments are not separated. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Derivatives embedded in all other host contract are separated only if the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host and are measured at fair value through profit or loss. Embedded derivatives closely related to host contracts are not separated.
(u) Discontinued operation:
A discontinued operation is a component of the entity that has been disposed and that represents a separate line of business. The results of discontinued operation is presented separately in the Statement of Profit and Loss.
(v) Earning per share (basic and diluted):
Earning per share is calculated by dividing the profit attributable to owners of the company by the weighted average number of equity shares outstanding during the financial year.
Note 3: Critical estimates and judgements
The preparation of standalone financial statements in accordance with Ind AS requires that assumptions and estimates be made for some line items. This note provides the areas that involve a higher degree of judgement or complexity.
(a) Estimation of current tax expense and payable - Note 27
Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the provisions of Income tax Act, 1961.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. The recognition of deferred tax assets is premised on their future recoverability being probable.
(b) Estimation of defined benefit obligation - Note 28
Employee benefit obligations are measured using actuarial methods. This requires various assumptions, including with respect to salary trends, attrition rate, discounting factor, etc.
(c) Estimation of provision for warranty claims - Note 14
Warranty estimates are established using historical information on the nature, frequency and average cost of warranty claims and also management estimates regarding possible future outflow on servicing the customers for any corrective action in respect of product failure which is generally expected to be settled within a period of 1 to 3 years.
| [` in Millions (Mio INR)] | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Gross Block | Depreciation | Net Block | ||||||||
| Particulars | As at April 1, 2018 |
Additions | Deductions / Adjustments |
As at March 31, 2019 |
As at March 31, 2018 |
For the year | Deductions/ Adjustments |
As at March 31, 2019 |
As at March 31, 2019 |
As at March 31, 2018 |
| Land - Freehold | 189 | - | - | 189 | - | - | - | - | 189 | 189 |
| - Leasehold | (92) | (97) | (-) | (189) | (-) | (-) | (-) | (-) | (189) | (92) |
| 1,653 | - | - | 1,653 | 30 | 10 | - | 40 | 1,613 | 1,623 | |
| (1,653) | (-) | (-) | (1,653) | (20) | (10) | (-) | (30) | (1,623) | (1,633) | |
| Buildings | 4,638 | 87 | 0 | 4,725 | 1,193 | 354 | 0 | 1,547 | 3,178 | 3,445 |
| [refer note (a) below] | (4,619) | (24) | (5) | (4,638) | (806) | (388) | (1) | (1,193) | (3,445) | (3,813) |
| Buildings - R & D* | 26 | - | - | 26 | 3 | 2 | - | 5 | 21 | 23 |
| (20) | (6) | (-) | (26) | (1) | (2) | (-) | (3) | (23) | (19) | |
| Plant and machinery [refer note (d) below] |
16,576 (14,508) |
2,136 (2,271) |
258 | 18,454 (203) (16,576) (7,214) (3,681) (158) (10,737) |
10,737 | 3,099 | 225 | 13,611 | 4,843 (5,839) |
5,839 (7,294) |
| Plant and machinery - | 571 | 230 | - | 801 | 571 | 230 | - | 801 | - | - |
| R & D* | (362) | (209) | (-) | (571) | (362) | (209) | (-) | (571) | (-) | (-) |
| Office equipment | 182 | 30 | 2 | 210 | 136 | 28 | 2 | 162 | 48 | 46 |
| (164) | (22) | (4) | (182) | (103) | (36) | (3) | (136) | (46) | (61) | |
| Office equipment - | 8 | 1 | - | 9 | 8 | 1 | - | 9 | - | - |
| R & D* | (3) | (5) | (-) | (8) | (3) | (5) | (-) | (8) | (-) | (-) |
| Furniture and fixtures | 240 | 35 | 2 | 273 | 147 | 52 | 2 | 197 | 76 | 93 |
| (209) | (37) | (6) | (240) | (102) | (48) | (3) | (147) | (93) | (107) | |
| Furniture and fixtures - | 9 | 8 | - | 17 | 9 | 8 | - | 17 | - | - |
| R & D* | (5) | (4) | (-) | (9) | (5) | (4) | (-) | (9) | (-) | (-) |
| Vehicles | 404 | 85 | 20 | 469 | 251 | 93 | 15 | 329 | 140 | 153 |
| (331) | (82) | (9) | (404) | (156) | (103) | (8) | (251) | (153) | (175) | |
| Vehicles - R & D* | 1 | - | - | 1 | 1 | - | - | 1 | - | - |
| (2) | (-) | (1) | (1) | (2) | (0) | (1) | (1) | (-) | (-) | |
| Total | 24,497 (21,968) |
2,612 (2,757) |
282 | 26,827 (228) (24,497) (8,774) (4,486) (174) (13,086) |
13,086 | 3,877 | 244 | 16,719 | 10,108 (11,411) (13,194) |
11,411 |
Note 4 (a) : Property, plant and equipment
Note 4 (b) : Capital work in progress 6,442 3,132
(3,132) (1,289)
* Relating to certain DSIR approved R&D facilities, considered eligible for Income tax benefit.
(a) Buildings include Mio INR 0 (2017-18: Mio INR 0) being the value of shares in co-operative housing societies.
- (b) Plant and machinery includes capital spares capitalised.
- (c) Capital work-in-progress mainly comprises plant and machinery and building under construction.
- (d) Refer note 40 for disclosure of contractual commitment for the acquisition of property, plant and equipment.
(e) Figures in brackets relate to previous year.
Note 5 : Investment properties
| As at March 31, 2019 |
As at March 31, 2018 |
|
|---|---|---|
| Gross carrying amount | ||
| Opening gross carrying amount | 2,160 | 2,079 |
| Additions | 4 | 81 |
| Closing gross carrying amount | 2,164 | 2,160 |
| Accumulated depreciation | ||
| Opening accumulated depreciation | 451 | 265 |
| Depreciation charge | 168 | 186 |
| Closing accumulated depreciation | 619 | 451 |
| Opening Capital work-in-progress | 55 | 129 |
| Closing Capital work-in-progress | 104 | 55 |
| 1,649 | 1,764 |
(i) Amounts recognised in Statement of Profit and Loss for investment properties
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|||
| Rental income | 1,043 | 994 | ||
| Direct operating expenses from property that generated rental income | (33) | (30) | ||
| Profit from investment properties before depreciation | 1,010 | 964 | ||
| Depreciation charge | (168) | (186) | ||
| Profit from investment properties | 842 | 778 |
(ii) Contractual obligations: Refer note no 40 for disclosure of contractual obligations relating to investment properties.
(iii) Fair value of investment properties:
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Land | 10,158 | 9,649 |
| Building | 5,896 | 5,953 |
| 16,054 | 15,602 |
Note 6 : Investments in subsidiary and associate :
| Number | Amount | |||
|---|---|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
As at March 31, 2019 |
As at March 31, 2018 |
|
| Unquoted equity investments valued at cost (all fully paid) | ||||
| Associate (also a fellow subsidiary): Newtech Filter India Private Limited, equity shares of Rs.10/- each fully paid |
17,500,000 | 17,500,000 | 175 | 175 |
| Subsidiary : MICO Trading Private Limited, equity shares of Rs.10/- each fully paid |
100,000 | 100,000 | 1 | 1 |
| 176 | 176 |
[` in Millions (Mio INR)]
Note 7 (a): Investments
(i) Non-current investments
| Number | Amount | |||
|---|---|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
As at March 31, 2019 |
As at March 31, 2018 |
|
| Quoted investments (a) Investment in equity instruments valued at FVOCI: |
||||
| ICICI Bank Limited (Quoted) Equity shares of Rs.2/- each fully paid |
2,404,105 | 2,404,105 | 963 | 669 |
| Housing Development Finance Corporation Limited (Quoted) Equity shares of Rs.2/- each fully paid |
3,404,800 | 3,404,800 | 6,701 | 6,216 |
| HDFC Bank Limited (Quoted) Equity shares of Rs.2/- each fully paid |
188,500 | 188,500 | 437 | 357 |
| (b) Investment in bonds at amortised cost: India Infrastructure Finance Corporation Limited 8.41% Tax Free secured bonds of Rs.1,000/- each 8.16% Tax Free secured bonds of Rs.1,000/- each |
100,000 850,000 |
100,000 850,000 |
100 850 |
100 850 |
| Indian Railway Finance Corporation Limited 7.55% Tax Free secured bonds of Rs.100,000/- each 8.00% Tax Free secured bonds of Rs.1,000/- each 8.23% Tax Free secured bonds of Rs.1,000/- each 6.70% Tax Free secured bonds of Rs.100,000/- each 7.07% Tax Free secured bonds of Rs.1,000/- each |
200 54,445 1,500,000 5,000 90,600 |
200 54,445 1,500,000 5,000 90,600 |
20 54 1,500 500 91 |
20 54 1,500 500 91 |
| Power Finance Corporation Limited 8.20% Tax Free secured bonds of Rs.1,000/- each |
71,197 | 71,197 | 71 | 71 |
| National Highway Authority of India Limited 8.20% Tax Free secured bonds of Rs.1,000/- each 7.14% Tax Free secured bonds of Rs.1,000/- each |
433,981 85,709 |
433,981 85,709 |
434 86 |
434 86 |
| National Thermal Power Corporation Limited 8.19% Tax Free secured bonds of Rs.1,000,000/- each 7.11% Tax Free secured bonds of Rs.1,000/- each |
400 37,474 |
400 37,474 |
400 37 |
400 37 |
| National Housing Bank 8.25% Tax Free secured bonds of Rs.5,000/- each |
63,843 | 63,843 | 319 | 319 |
| Rural Electrification Corporation Limited 8.19% Tax Free secured bonds of Rs.1,000/- each |
750,000 | 750,000 | 750 | 750 |
| National Highway Authority Of India Limited (unquoted) 5.25% Capital Gain Bonds of Rs.10,000/- each |
500 | 500 | 5 | 5 |
| (c) Investment in Mutual Funds at FVTPL: | ||||
| ICICI Prudential Mutual Fund | ||||
| ICICI Prudential FMP Series 78 - 1212 Days Plan A Direct Plan Cumulative of Rs.10/- each ICICI Prudential FMP Series 78 -1190 Days Plan E |
- - |
20,000,000 15,000,000 |
- - |
240 179 |
| Direct Plan Cumulative of Rs.10/- each ICICI Prudential FMP Series 78 -1185 Days Plan F |
- | 20,000,000 | - | 239 |
| Direct Plan Cumulative of Rs.10/- each ICICI Prudential FMP Series 78 - 1170 Days Plan I |
- | 20,000,000 | - | 239 |
| Direct Plan Cumulative of Rs.10/- each ICICI Prudential FMP Series 78 - 1168 Days Plan J |
- | 15,000,000 | - | 179 |
| Direct Plan cumulative of Rs.10/- each ICICI Prudential FMP Series 82 - 1215 Days Plan H |
10,000,000 | 10,000,000 | 109 | 101 |
| Direct Plan-Cumulative of Rs.10/- each ICICI Prudential FMP Series 82 - 1185 Days Plan M Direct Plan-Cumulative of Rs.10/- each |
30,000,000 | 30,000,000 | 326 | 303 |
| ICICI Prudential Saving Fund-Direct Plan-Growth of Rs.100 each | ||||
| (Formerly known as ICICI Prudential Flexible Income Plan - Direct Plan - Growth Units of Rs.100/- each) |
1,573,795 | 1,573,795 | 568 | 527 |
| ICICI Prudential Short Term Fund-Direct Plan - Growth Option Units of Rs.10/- each |
36,412,801 | 35,075,812 | 1,469 | 1,315 |
Note 7 (a): Investments
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Number | Amount | |||
| As at March 31, 2019 |
As at March 31, 2018 |
As at March 31, 2019 |
As at March 31, 2018 |
|
| HDFC Mutual Fund | ||||
| HDFC FMP 1183 days January 2016 (1) - Direct - Growth - Series 35 of Rs.10/- each |
- | 10,000,000 | - | 120 |
| HDFC FMP 1167 days January 2016 (1) - Direct - Growth - Series 35 of Rs.10/- each |
- | 10,000,000 | - | 119 |
| HDFC FMP 1155 days February 2016 (1) - Direct - Growth - Series 35 of Rs.10/- each |
- | 15,000,000 | - | 179 |
| HDFC FMP 1132 days February 2016 (1) - Direct - Growth - Series 35 of Rs.10/- each |
- | 10,000,000 | - | 119 |
| HDFC FMP 1158D February 2018 (1)-Direct -Growth- Series 39 Units of Rs.10/- each |
35,000,000 | 35,000,000 | 381 | 354 |
| HDFC FMP 1105D August 2018 (1)-Direct -Growth- Series 42 Units of Rs.10/- each |
15,000,000 | - | 160 | - |
| HDFC FMP 1122D August 2018 (1)-Direct -Growth- Series 42 Units of Rs.10/- each |
15,000,000 | - | 160 | - |
| HDFC Floating Rate Debt Fund-Direct Plan-Wholesale Option- Growth Option units of Rs.10/- each (Formerly known as HDFC Floating Rate Income Fund - Short Term Plan - Growth - Direct |
22,646,706 | 39,467,989 | 741 | 1,199 |
| Plan Units of Rs.10/- each) HDFC Floating Rate Debt Fund-Regular Plan-Wholesale Option- Growth Option units of Rs.10/- each (Formerly known as HDFC Floating Rate Income Fund-Short Term Plan-Regular Plan |
12,218,255 | 12,218,255 | 397 | 370 |
| Wholesale Option-Growth Option units of Rs.10/- each) HDFC Short Term Debt Fund-Direct Plan -Growth Option units of Rs.10/- each (Formerly known as HDFC Short Term Opportunities Fund - Direct Plan -Growth Option units of |
72,479,132 | 21,138,968 | 1,510 | 408 |
| Rs.10/- each) HDFC Medium Term Debt Fund - Direct Plan- Growth Option- Units of Rs.10/- each (Formerly known as HDFC High Interest Fund - Direct Plan - Short Term Plan - Growth Option units of Rs.10/- each) |
- | 23,986,704 | - | 853 |
| HDFC Corporate Bond Fund-Growth- Regular- Units of Rs.10/- each (Formerly known as HDFC Medium Term opportunities Fund - Growth - Regular - Units of Rs10/- each) |
- | 37,727,708 | - | 729 |
| DHFL Pramerica Mutual Fund DHFL Pramerica Short Maturity Fund - Direct Plan - Growth Option Units of Rs.10/- each |
- | 32,558,404 | - | 1,083 |
| SBI Mutual Fund SBI Debt Fund Series B - 31 (1200 Days) - Direct Growth |
- | 15,000,000 | - | 178 |
| Units of Rs.10/- each SBI Debt Fund Series C-18 (1100 Days)-Direct Growth |
30,000,000 | - | 324 | - |
| Units of Rs.10/- each SBI Debt Fund Series C-19 (1100 Days)-Direct Growth |
30,000,000 | - | 322 | - |
| Units of Rs.10/- each SBI Debt Fund Series C-21 (1100 Days)-Direct Growth Units of Rs.10/- each |
20,000,000 | - | 212 | - |
| SBI Debt Fund Series C-23 (1100 Days)-Direct Growth Units of Rs.10/- each |
20,000,000 | - | 212 | - |
| SBI Banking & PSU Fund- Direct Plan - Growth Units of Rs.1000/- each (Formerly known as SBI Treasury Advantage |
368,600 | 368,600 | 791 | 729 |
| Fund-Direct Plan - Growth Units of Rs.1000/- each) SBI Short Term Debt Fund-Direct Plan-Growth Units of Rs.10/- each |
46,878,052 | 92,072,122 | 1,033 | 1,888 |
| UTI Mutual Fund | ||||
| UTI Fixed Term Income Fund Series XXIV - VI (1181 days) - Direct Growth Plan Option of Rs.10/- each |
- | 10,000,000 | - | 119 |
Note 7 (a): Investments
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Number | Amount | |||
| As at March 31, 2019 |
As at March 31, 2018 |
As at March 31, 2019 |
As at March 31, 2018 |
|
| UTI Fixed Term Income Fund Series XXIX -XIV (1131 days)-Direct Growth Plan Option of Rs.10/- each UTI Treasury Advantage Fund - Direct Plan - Growth Plan- Units of Rs.1,000/- each (Formerly known as UTI Treasury Advantage Fund - Institutional Plan - Direct Plan - Growth |
20,000,000 - |
- 56,839 |
215 - |
- 137 |
| Units of Rs.1,000/- each) UTI Treasury Advantage Fund - Regular Plan - Growth Plan- Units of Rs.1,000/- each (Formerly known as UTI Treasury Advantage Fund- Institutional Plan - Growth - Regular Units of Rs.1,000/- each) UTI Short Term Income Fund -Growth-Direct Plan-Growth Plan- Units of Rs.10/- each (Formerly known as UTI Short Term Income Fund - Growth - Institutional Option - Direct Plan - |
- 101,156,122 |
181,942 116,413,235 |
- 2,344 |
436 2,519 |
| Growth Units of Rs.10/- each) DSP Mutual Fund (Formerly known as DSP BlackRock Mutual Fund) |
||||
| DSP Ultra Short Fund -Direct Plan -Growth Units of Rs.1000/- each (Formerly known as DSP BlackRock Money |
515,761 | 515,761 | 1,308 | 1,233 |
| Manager Fund - Growth - Direct Units of Rs.1,000/- each) DSP Low Duration Fund - Direct Plan-Growth Units of Rs.10/- each (Formerly known as DSP BlackRock Low Duration Fund - Growth - Direct Units of Rs.10/- each) |
86,546,643 | 86,546,643 | 1,192 | 1,103 |
| DSP FMP Series 237 -36M-Direct-Growth- Units of Rs.10/- each | 20,000,000 | - | 214 | - |
| IDFC Mutual Fund IDFC Fixed Term Plan - Series 140 Direct Plan - Growth |
10,000,000 | 10,000,000 | 108 | 101 |
| (1145 Days) Units of Rs.10/- each IDFC Fixed Term Plan - Series 161 Direct Plan- Growth |
10,000,000 | - | 106 | - |
| (1098 Days) Units of Rs.10/- each IDFC Low Duration Fund -Growth -Direct Units of Rs.10/- each of Liquid Fund (Formerly known as IDFC Ultra Short Term Fund - Growth - Direct Plan units of Rs.10/- each) |
20,482,309 | 39,525,043 | 548 | 980 |
| IDFC Low Duration Fund -Growth-Regular Units of Rs.10/- each of Liquid Fund (Formerly known as IDFC Ultra Short Term Fund - Growth - Regular Plan units of Rs.10/- each) |
8,645,238 | 16,449,528 | 229 | 405 |
| IDFC Bond Fund -Short Term Plan-Direct Plan -Growth units of Rs.10 each (Formerly known as IDFC Super Saver Income Fund - Short Term - Direct Plan - Growth units of Rs.10/- each) |
10,188,845 | 44,897,920 | 403 | 1,641 |
| IDFC Bond Fund -Medium Term -Direct Plan -Growth units of Rs.10 each (Formerly known as IDFC Super Saver Income Fund - Medium Term - Direct Plan - Growth units of Rs.10/- each) |
- | 13,118,625 | - | 396 |
| Tata Mutual Fund | ||||
| Tata Fixed Maturity Plan Series 53 Scheme A - Direct Plan - Growth Units of Rs.10/- each |
10,000,000 | 10,000,000 | 108 | 101 |
| Tata Fixed Maturity Plan Series 55 Scheme G -Direct Plan- Growth Units of Rs.10/- each |
20,000,000 | - | 212 | - |
| Tata Treasury Advantage Fund-Direct Plan-Growth Units of Rs.1000/- each (Formerly known as Tata Ultra Short Term Fund - Direct Plan - Growth Units of Rs.1000/- each) |
201,236 | 723,224 | 578 | 1,922 |
| Tata Short Term Bond Fund - Direct Plan-Growth Units of Rs.10/- each |
69,422,732 | 69,422,732 | 2,362 | 2,328 |
| Aditya Birla Sun Life Mutual Fund (Formerly known as Birla Sun Life Mutual Fund) |
||||
| Aditya Birla Sun Life Fixed Term Plan - Series PD (1177 days) - Direct Growth Units of Rs.10/- each |
10,000,000 | 10,000,000 | 109 | 101 |
Note 7 (a): Investments
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Number | Amount | |||
| As at March 31, 2019 |
As at March 31, 2018 |
As at March 31, 2019 |
As at March 31, 2018 |
|
| Aditya Birla Sun Life Fixed Term Plan - Series PG (1148 days) - | 10,000,000 | 10,000,000 | 109 | 101 |
| Direct Growth Units of Rs.10/- each Aditya Birla Sun Life Fixed Term Plan - Series NI (1163 days) - |
- | 25,000,000 | - | 298 |
| Growth Regular Units of Rs.10/- each Aditya Birla Sun Life Fixed Term Plan - Series QG (1100 days) - |
25,000,000 | - | 270 | - |
| Growth Direct Units of Rs.10/- each Aditya Birla Sun Life Fixed Term Plan - Series QK (1099 days) - Growth Direct Units of Rs.10/- each |
25,000,000 | - | 269 | - |
| Aditya Birla Sunlife Floating Rate Fund-Growth -Direct plan Units of Rs.100/- each (Formerly known as Birla Sunlife Floating Rate Fund- Long Term Plan -Growth -Direct plan Units of Rs.100/- each) |
1,982,165 | 1,982,165 | 462 | 427 |
| Aditya Birla Sun Life Corporate Bond Fund - Growth- Regular Plan Units of Rs.10/- each (Formerly known as Birla Sun Life Short Term Fund - Growth - Regular Plan Units of Rs.10/- each) |
4,591,242 | 17,484,586 | 329 | 1,162 |
| Aditya Birla Sun Life Corporate Bond Fund - Direct-Growth- Plan Units of Rs.10/- each (Fomerly known as Birla Sun Life |
19,086,765 | 22,991,964 | 1,377 | 1,536 |
| Short Term Fund - Direct - Growth - Plan Units of Rs.10/- each) Aditya Birla Sun Life Banking & PSU Debt Fund - Direct- Growth- Plan Units of Rs.100/- each (Formerly known as Birla Sunlife Treasury Optimizer Plan - Growth - Direct Plan units of Rs.100 each) |
- | 891,278 | - | 200 |
| Franklin Templeton Mutual Fund | ||||
| Franklin India Fixed Maturity Plan - Series 2-Plan C-1205 Days - Direct - Growth Plan Units of Rs.10/- each |
10,000,000 | 10,000,000 | 109 | 102 |
| Franklin India Fixed Maturity Plan - Series 3-Plan B 1139 Days- Direct Growth Plan Units of Rs.10/- each |
15,000,000 | 15,000,000 | 163 | 152 |
| Franklin India Fixed Maturity Plan - Series 3-Plan C 1132 Days Direct Growth Plan Units of Rs.10/- each |
10,000,000 | 10,000,000 | 108 | 101 |
| Franklin India Fixed Maturity Plan - Series 4-Plan A 1098 Days- Direct Growth Plan Units of Rs.10/- each |
25,000,000 | - | 268 | - |
| Franklin India Fixed Maturity Plan - Series 4-Plan B 1098 Days- Direct Growth Plan Units of Rs.10/- each |
10,000,000 | - | 106 | - |
| Franklin India Fixed Maturity Plan - Series 4-Plan C- 1098 Days- Direct-Growth Plan Units of Rs.10/- each |
10,000,000 | - | 106 | - |
| Kotak Mutual Fund | ||||
| Kotak FMP Series 228 - Direct-Growth-Units of Rs.10/- each Kotak FMP Series 237 - Direct-Growth-Units of Rs.10/- each |
10,000,000 15,000,000 |
- - |
109 160 |
- - |
| Kotak FMP Series 240 - Direct-Growth-Units of Rs.10/- each Kotak FMP Series 243- Direct-Growth-Units of Rs.10/- each |
10,000,000 15,000,000 |
- - |
107 161 |
- - |
| Kotak Bond Short Term -Direct plan -Growth Units of Rs.10/- each (Formerly known as Kotak Bond - Direct plan -Growth Units of Rs.10/- each ) |
46,862,755 | 36,482,204 | 1,709 | 1,229 |
| Total | 37,991 | 42,939 | ||
| Aggregate amount of quoted investments Investments carried at amortised cost |
5,212 | 5,212 | ||
| Investments carried at FVOCI Investments carried at FVTPL |
8,101 24,673 |
7,242 30,480 |
||
| Aggregate amount of unquoted investments Investments carried at amortised cost Aggregate amount of market value of quoted investments Aggregate amount of market value of unquoted investments Aggregate amount of impairment in the value of investments |
5 38,460 5 - |
5 43,478 5 - |
Note 7 (a): Investments
(ii) Current investments
| [` in Millions (Mio INR)] | |||||
|---|---|---|---|---|---|
| Number | Amount | ||||
| As at March 31, 2019 |
As at March 31, 2018 |
As at March 31, 2019 |
As at March 31, 2018 |
||
| Quoted investments (a) Investment in mutual funds at FVTPL: |
|||||
| ICICI Prudential Mutual Fund ICICI Prudential FMP series 76 - 1142 Days Plan M |
- | 15,000,000 | - | 192 | |
| Direct Plan-Cumulative of Rs.10/- each ICICI Prudential FMP Series 76 - 1108 Days Plan V Direct Plan- |
- | 5,000,000 | - | 63 | |
| Cumulative of Rs.10/- each ICICI Prudential FMP Series 76 - 1127 Days Plan W Direct Plan- |
- | 25,000,000 | - | 317 | |
| Cumulative of Rs.10/- each ICICI Prudential FMP Series 76 - 1135 Days Plan Z Direct Plan- |
- | 25,000,000 | - | 313 | |
| Cumulative of Rs.10/- each ICICI Prudential FMP Series 77 - 1132 Days Plan A Direct Plan- |
- | 10,000,000 | - | 124 | |
| Cumulative of Rs.10/- each ICICI Prudential FMP Series 77 - 1130 Days Plan D Direct Plan- |
- | 30,000,000 | - | 378 | |
| Cumulative of Rs.10/- each ICICI Prudential FMP Series 77 - 1134 Days Plan H Direct Plan- |
- | 10,000,000 | - | 125 | |
| Cumulative of Rs.10/- each ICICI Prudential FMP Series 77 - 1151 Days Plan S Direct Plan- Cumulative of Rs.10/- each |
- | 15,000,000 | - | 183 | |
| ICICI Prudential FMP Series 78 - 1212 Days Plan A Direct Plan- Cumulative of Rs.10/- each |
20,000,000 | - | 258 | - | |
| ICICI Prudential FMP Series 78 -1190 Days Plan E Direct Plan- Cumulative of Rs.10/- each |
15,000,000 | - | 193 | - | |
| ICICI Prudential FMP Series 78 -1185 Days Plan F Direct Plan- Cumulative of Rs.10/- each |
20,000,000 | - | 257 | - | |
| ICICI Prudential FMP Series 78 - 1170 Days Plan I Direct Plan- Cumulative of Rs.10/- each |
20,000,000 | - | 257 | - | |
| ICICI Prudential FMP Series 78 - 1168 Days Plan J Direct Plan- Cumulative of Rs.10/- each |
15,000,000 | - | 192 | - | |
| DHFL Pramerica Mutual Fund | |||||
| DHFL Pramerica Fixed Maturity Plan Series 87 -Direct Plan - Growth option Units of Rs. 10/- each |
- | 35,000,000 | - | 447 | |
| DHFL Pramerica Fixed Maturity Plan Series 91- Direct Plan - Growth option Units of Rs. 10/- each |
- | 25,000,000 | - | 314 | |
| IDFC Mutual Fund | |||||
| IDFC Fixed Term Plan - Series 108 (1144 Days) Units of Rs.10/- each |
- | 15,000,000 | - | 189 | |
| Aditya Birla Mutual Fund | |||||
| (Formerly known as Birla Sun Life Mutual Fund) Aditya Birla Sun Life Fixed Term Plan Series MP (1141 Days) - |
- | 35,000,000 | - | 440 | |
| Direct Growth Units of Rs.10/- each Aditya Birla Sun Life Fixed Term Plan - Series MR (1153 days) - |
- | 20,000,000 | - | 251 | |
| Direct Growth Units of Rs.10/- each Aditya Birla Sunlife Fixed Term Plan Series MX(1128 days) - |
- | 35,000,000 | - | 427 | |
| Regular Growth Units of Rs.10/- each Aditya Birla Sun Life Fixed Term Plan - Series MY (1107 days) - Direct Growth Units of Rs.10/- each |
- | 30,000,000 | - | 364 | |
| Aditya Birla Sun Life Fixed Term Plan - Series NI (1163 days)- Growth Regular Units of Rs.10/- each |
25,000,000 | - | 319 | - | |
| HDFC Mutual Fund | |||||
| HDFC FMP 1157D February 2015 (1)-Direct -Growth Series 33 Units of Rs.10/- each |
- | 35,000,000 | - | 450 | |
| HDFC FMP 1112Days June 2015 (1)-Direct -Growth Series 33 Units of Rs.10/- each |
- | 20,000,000 | - | 250 |
Note 7 (a): Investments
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Number | Amount | |||
| As at March 31, 2019 |
As at March 31, 2018 |
As at March 31, 2019 |
As at March 31, 2018 |
|
| HDFC FMP 1108D September 2015 (1) -Direct -Growth Series 34 | - | 10,000,000 | - | 122 |
| Units of Rs.10/- each HDFC FMP 1111 Days November 2015 (1)-Direct -Growth-series |
- | 15,000,000 | - | 180 |
| 34 Units of Rs.10/- each HDFC FMP 1105D December 2015 (1)-Direct -Growth-series 35 Units of Rs.10/- each |
- | 10,000,000 | - | 120 |
| HDFC FMP 1183D January 2016 (1)-Direct -Growth-series 35 Units of Rs.10/- each |
10,000,000 | - | 128 | - |
| HDFC FMP 1167D January 2016 (1)-Direct -Growth-series 35 Units of Rs.10/- each |
10,000,000 | - | 128 | - |
| HDFC FMP 1155D February 2016 (1)-Direct -Growth-series 35 Units of Rs.10/- each |
15,000,000 | - | 192 | - |
| HDFC FMP 1132D February 2016 (1)-Direct -Growth-series 35 Units of Rs.10/- each |
10,000,000 | - | 128 | - |
| SBI Mutual Fund SBI Debt Fund Series B - 8 (1105 Days) Growth Option of Rs.10/- each |
- | 25,000,000 | - | 319 |
| SBI Debt Fund Series B – 9 (1105 Days) Growth Option of Rs.10/- each SBI Debt Fund Series B – 16 (1100 Days)-Direct Plan -Growth Option of Rs.10/- each |
- - |
50,000,000 20,000,000 |
- - |
634 251 |
| SBI Debt Fund Series B – 17 (1100 Days)-Direct Plan -Growth Option of Rs.10/- each |
- | 10,000,000 | - | 125 |
| SBI Debt Fund Series B – 18 (1100 Days)-Direct Plan -Growth Option of Rs.10/- each |
- | 15,000,000 | - | 188 |
| SBI Debt Fund Series B – 19 (1100 Days)-Direct Plan -Growth Option of Rs.10/- each |
- | 10,000,000 | - | 125 |
| SBI Debt Fund Series B – 20 (1100 Days)-Direct Plan -Growth Option of Rs.10/- each SBI Debt Fund Series B – 26 (1100 Days)-Direct Plan -Growth |
- - |
10,000,000 25,000,000 |
- - |
125 302 |
| Option of Rs.10/- each SBI Debt Fund Series B – 28 (1100 Days)-Direct Plan- Growth |
- | 12,000,000 | - | 144 |
| Option of Rs.10/- each SBI Debt Fund Series B – 31 (1200 Days)-Direct Plan Growth |
15,000,000 | - | 191 | - |
| Units of Rs.10/- each UTI Mutual Fund |
||||
| UTI Fixed Term Income Fund Series XXII-III ( 1099 days )-Direct | - | 20,000,000 | - | 254 |
| Growth Plan Option of Rs.10/- each UTI Fixed Term Income Fund Series XXII - IX (1098 days)-Direct |
- | 65,000,000 | - | 813 |
| Growth Plan Option of Rs.10/- each UTI Fixed Term Income Fund Series – XXIII – VII (1098 days)- Direct Growth Plan Option of Rs.10/- each |
- | 50,000,000 | - | 604 |
| UTI Fixed Term Income Fund Series XXIII - XI (1100 days)-Direct Growth Plan Option of Rs.10/- each |
- | 13,000,000 | - | 156 |
| UTI Fixed Term Income Fund Series XXIV -VI (1181 days)- Direct Growth Plan Option of Rs.10/- each |
10,000,000 | - | 128 | - |
| Total | 2,371 | 9,289 | ||
| Aggregate amount of quoted investments Investments carried at FVTPL |
2,371 | 9,289 | ||
| Aggregate amount of market value of quoted investments | 2,371 | 9,289 | ||
| Aggregate amount of impairment in the value of investments | - | - |
Note 7 (b) : Trade receivables
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Trade receivables - Related parties [refer note (a) below and note 34] - Others Less: Allowance for credit losses |
2,304 14,598 (1,227) 15,675 |
2,339 15,007 (1,190) 16,156 |
| (a) Includes dues from private companies where directors are interested | 1,067 | 374 |
Details of secured and unsecured
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Secured, considered good | - | - |
| Unsecured, considered good | 15,675 | 16,156 |
| Increase in credit risk | 513 | 484 |
| Credit impaired | 714 | 706 |
| Total | 16,902 | 17,346 |
| Allowance for credit losses | (1,227) | (1,190) |
| Total trade receivables | 15,675 | 16,156 |
Note 7 (c) : Loans
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| As at March 31, 2019 | As at March 31, 2018 | |||
| Current | Non-Current | Current | Non-Current | |
| Unsecured, considered good | ||||
| Loan to fellow subsidiaries (refer note 34) | 4,455 | 500 | 3,505 | 500 |
| Loan to directors (refer note 34) | 0 | 2 | 0 | 2 |
| Loan to employees | 132 | 227 | 142 | 259 |
| Security deposits | - | 334 | - | 339 |
| 4,587 | 1,063 | 3,647 | 1,100 |
Note 7 (d) : Cash and cash equivalents
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Balances with banks - in current accounts[includes margin money of INR 122 Mio |
||
| (as at March 31, 2018: Nil)] | 360 | 237 |
| - in EEFC accounts | 17 | - |
| - deposit accounts with original maturity of less than 3 months | 1,647 | 3,133 |
| Cash on hand | 0 | 0 |
| Cheques on hand | 8 | 263 |
| 2,032 | 3,633 |
Note 7 (e) : Other bank balances
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Deposit accounts (maturity less than 12 months) | 10,450 | 15,200 |
| Unpaid dividend accounts | 45 | 45 |
| 10,495 | 15,245 |
Note 7 (f) : Other financial assets
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Current | Current | |
| Inter-corporate deposit | 7,850 | 7,900 |
| Interest accrued on financial assets at amortised cost | 850 | 804 |
| Others (include non-trade receivables, etc.) | 387 | 477 |
| 9,087 | 9,181 |
Note 8 : Deferred tax assets [` in Millions (Mio INR)]
| As at March 31, 2019 |
As at March 31, 2018 |
|
|---|---|---|
| Difference between books and Income tax written down value (WDV) of depreciable property, plant and equipment and intangible assets |
3,106 | 3,049 |
| Expenses allowable for tax purposes when paid and other timing differences | 1,490 | 1,856 |
| 4,596 | 4,905 |
Movement in deferred tax assets
WDV of depreciable property, plant and equipment payment basis Total As at April 1, 2017 2,808 1,868 4,676 (Charged)/ Credited - to Statement of Profit and Loss 241 77 318 - to Other Comprehensive Income - (89) (89) As at March 31, 2018 3,049 1,856 4,905 Ind AS 115 transition adjustments (refer note 32) - 150 150 As at April 1, 2018 3,049 2,006 5,055 (Charged)/ Credited - to Statement of Profit and Loss 57 (413) (356) - to Other Comprehensive Income - (103) (103) As at March 31, 2019 3,106 1,490 4,596
Note 9 : Other non-current assets
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Capital advances | 480 | 412 |
| Security deposits | 93 | 89 |
| Deferred contract costs [refer note (a) below] | 67 | - |
| 640 | 501 |
(a) Deferred contract costs are upfront costs incurred for the contract and are amortized over the term of the contract.
Note 10 : Inventories
(at lower of cost and net realisable value)
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Raw materials | 3,240 | 2,854 |
| Work-in-progress | 1,489 | 1,329 |
| Finished goods | 3,910 | 2,603 |
| Stock-in-trade | 5,209 | 4,823 |
| Stores and spares | 228 | 184 |
| Loose tools | 367 | 465 |
| 14,443 | 12,258 | |
(a) Inventories include the following as goods-in-transit
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Raw materials Stock-in-trade Loose tools |
474 1,463 3 1,940 |
986 1,512 0 2,498 |
(b) Amount of inventories recognised as an expense/(income) is Mio INR (208) [2017-18 Mio INR 36].
(c) Write-down/(reversal of write-down of earlier year) of the inventories to net realisable value amounted to Mio INR 79 [2017-18 Mio INR 14]. These were recognised as an expense during the year and included in Note 21 in the Statement of Profit and Loss.
Note 11 : Other current assets
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Balance with customs, goods & service tax, excise and sales tax authorities, etc. Deferred expense Contract assets (refer note 32) Deferred contract costs [ refer note 9 (a) ] Others (include vendor advances, claims receivable, etc.) |
488 87 1,783 30 3,353 5,741 |
584 97 - - 3,256 3,937 |
Note 12 : Equity share capital and other equity
Note 12(a) : Equity Share capital
Authorised equity share capital
| [` in Millions (Mio INR)] | ||
|---|---|---|
| No of shares | Amount | |
| As at April 1, 2017 Increase during the year As at March 31, 2018 Increase during the year As at March 31, 2019 |
38,051,460 - 38,051,460 - 38,051,460 |
381 - 381 - 381 |
(i) Movements in equity share capital (issued, subscribed and fully paid up) (with voting rights):
| [` in Millions (Mio INR)] | ||
|---|---|---|
| No of shares | Amount | |
| As at April 1, 2017 | 30,520,740 | 305 |
| Increase/ (decrease) during the year | - | - |
| As at March 31, 2018 | 30,520,740 | 305 |
| Increase/ (decrease) during the year (refer note 43) | (1,027,100) | (10) |
| As at March 31, 2019 | 29,493,640 | 295 |
Rights, preferences and restrictions attached to shares:
The Equity shares of the Company, having face value of Rs. 10/- per share, rank pari passu in all respects including voting rights, entitlement to dividend and share in the proceeds of winding up of the Company in proportion to the number of and amounts paid on the shares held.
(ii) Equity shares held by the holding company and subsidiary of the holding company (with voting rights):
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| As at March 31, 2019 | As at March 31, 2018 | |||
| No of shares | Amount | No of shares | Amount | |
| Robert Bosch GmbH, Federal Republic of Germany, the Holding company (also the Ultimate Holding company) |
20,351,224 | 204 | 21,058,705 | 211 |
| Robert Bosch Engineeering and Business Solutions Private Ltd., India, subsidiary of the Holding company |
454,000 | 5 | 454,000 | 5 |
(iii) Details of Equity shares held by shareholders holding more than 5% of the aggregate equity shares in the Company (with voting rights):
| As at March 31, 2019 | As at March 31, 2018 | |||||
|---|---|---|---|---|---|---|
| No of shares | Shareholding % | No of shares | Shareholding % | |||
| Robert Bosch GmbH, Federal Republic of Germany, the Holding company (also the Ultimate Holding company) |
20,351,224 | 69.00% | 21,058,705 | 68.99% |
- (iv) There are no shares reserved for issue under options and contracts/ commitments. Further, there are no shares that have been allotted during last 5 years pursuant to a contract without payment being received in cash, or by way of bonus shares.
- (v) The Company has bought back 1,027,100 shares during the year ended March 31, 2019 at buy-back price determined at Rs. 21,000/- per share which was approved by the board of directors and shareholders of the Company. Shares bought back during the period of five years immediately preceding the reporting date:
| As at March 31, 2019 |
As at March 31, 2018 |
As at March 31, 2017 |
|
|---|---|---|---|
| Number of equity shares bought back by the Company | 1,027,100 | - | 878,160 |
| (refer note 43) |
Note 12(b) : Reserves and surplus
| As at March 31, 2019 |
As at March 31, 2018 |
|
|---|---|---|
| Capital reserve [refer note (i)] | 39 | 39 |
| Share premium [refer note (ii)] | 8 | 8 |
| Capital redemption reserve [refer note (iii)] | 86 | 76 |
| General reserve [refer note (iv)] | 293 | 21,862 |
| Retained earnings [refer note (v)] | 82,491 | 70,313 |
| 82,917 | 92,298 |
(i) Capital reserve
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Opening balance | 39 | 39 |
| Additions/(deletions) during the year | - | - |
| Closing balance | 39 | 39 |
(ii) Share premium
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Opening balance | 8 | 8 |
| Additions/(deletions) during the year | - | - |
| Closing balance | 8 | 8 |
(iii) Capital redemption reserve
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Opening balance | 76 | 76 |
| Additions/(deletions) during the year (refer note 43) | 10 | - |
| Closing balance | 86 | 76 |
(iv) General reserve
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Opening balance | 21,862 | 21,862 |
| Less: Utilisation for buy back of shares (refer note 43) | (21,559) | - |
| Less: Transfer to capital redemption reserve (refer note 43) | (10) | - |
| Closing balance | 293 | 21,862 |
(v) Retained earnings
As at March 31, 2019 As at March 31, 2018 [` in Millions (Mio INR)] Closing balance of previous year 70,313 59,744 Impact of transition to Ind AS 115, net of taxes (refer note 32) (280) - Opening balance 70,033 59,744 Net profit for the year 15,980 13,708 Dividends (refer note no. 31(b)(i)) (3,052) (2,747) Dividend distribution taxes (627) (559) Items of other comprehensive income recognised directly in retained earnings - Remeasurement of post-employment benefit obligations, net of tax 157 167 Closing balance 82,491 70,313
Note 12(c) : Other reserves
| FVOCI - Equity Instruments |
Total other reserves |
|
|---|---|---|
| As at April 1, 2017 | 5,962 | 5,962 |
| Change in fair value of FVOCI equity instruments, net of tax | 1,248 | 1,248 |
| As at March 31, 2018 | 7,210 | 7,210 |
| Change in fair value of FVOCI equity instruments, net of tax | 840 | 840 |
| As at March 31, 2019 | 8,050 | 8,050 |
Note 13(a) : Other financial liabilities
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| As at March 31, 2019 | As at March 31, 2018 | |||
| Current | Non-Current | Current | Non-Current | |
| Unpaid dividend [refer note (a) below] | 45 | - | 45 | - |
| Book overdraft | - | - | 6 | - |
| Capital creditors | 481 | - | 347 | - |
| Other payables (includes employee dues, | 4,663 | 107 | 3,839 | 66 |
| derivative liabilities, etc.) | ||||
| 5,189 | 107 | 4,237 | 66 |
(a) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the year end.
Note 13(b) : Trade payables
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Trade payables - Dues of Micro Enterprises and Small Enterprises [refer note (a) below] - Dues of creditors other than micro enterprises and small enterprises |
619 | 395 |
| - Related parties (refer note 34) | 8,356 | 11,880 |
| - Others | 6,910 | 7,956 |
| 15,266 | 19,836 | |
| 15,885 | 20,231 |
(a) Disclosure under Micro, Small and Medium Enterprises Development Act, 2006.
As at March 31, 2019 and for the year ended March 31, 2019 March 31, 2018 (i) Principal amount remaining unpaid to any supplier as at the end of the 619 395 accounting year (ii) Interest due thereon remaining unpaid to any supplier as at the end of the 11 5 accounting year (iii) The amount of interest paid along with the amounts of the payment made to - the supplier beyond the appointed day (iv) The amount of interest due and payable for the year 19 22 (v) The amount of interest accrued and remaining unpaid at the end of the 113 83 accounting year (vi) The amount of further interest due and payable even in the succeeding year, 10 13 until such date when the interest dues as above are actually paid
The Company has identified small enterprises and micro enterprises, as defined under the MSMED Act by requesting confirmation from vendors to the letters circulated by the Company.
Note 14 : Provisions
| [` in Millions (Mio INR)] | ||||||
|---|---|---|---|---|---|---|
| As at March 31, 2019 | As at March 31, 2018 | |||||
| Current | Non-Current | Current | Non-Current | |||
| Provision for employee benefits | 2,261 | 3,400 | 2,566 | 4,188 | ||
| Trade demand and others [refer note (a) below] | 3,753 | 16 | 3,541 | 16 | ||
| Warranty [refer note (a) below] | 1,161 | - | 1,343 | - | ||
| 7,175 | 3,416 | 7,450 | 4,204 |
(a) Disclosure under Indian Accounting Standard (Ind AS) 37 on "Provisions, Contingent Liabilities and Contingent Assets" : [` in Millions (Mio INR)]
| Description | As at March 31, 2018 |
Ind AS 115 transition adjustments (Refer note 32) |
As at April 1, 2018 |
Additions during the year |
Utilised/ reversed during the year |
As at March 31, 2019 |
|---|---|---|---|---|---|---|
| Trade demand and others [refer note (i) and | 3,557 | 339 | 3,896 | 2,106 | 2,233 | 3,769 |
| (ii) below] | (3,471) | (-) | (3,471) | (2,215) | (2,129) | (3,557) |
| Warranty [refer note (i) and (ii) below] | 1,343 | - | 1,343 | 420 | 602 | 1,161 |
| (1,155) | (-) | (1,155) | (757) | (569) | (1,343) |
(i) Nature of the provision has not been given on the grounds that it can be expected to prejudice the interests of the Company. Due to the very nature of such provisions, it is not possible to estimate the timing/ uncertainties relating to their outflows.
(ii) Figures in brackets relate to previous year.
Note 15 : Current tax liabilities
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Opening balance | 906 | 651 |
| Add: Provision for tax (including earlier years) | 7,074 | 7,016 |
| Less: Taxes paid (net of refund) | (7,822) | (6,761) |
| Closing balance (net of advance tax of Mio INR 28,643 (March 31, 2018: | ||
| Mio INR 25,941)) | 158 | 906 |
Note 16 : Other current liabilities [` in Millions (Mio INR)]
| As at March 31, 2019 |
As at March 31, 2018 |
|
|---|---|---|
| Statutory dues | 1,125 | 1,171 |
| Deferred income | - | 67 |
| Indirect taxes | 359 | 483 |
| Contract liabilities (refer note 32) | 1,805 | - |
| Others (advance from customers,etc.) | 615 | 646 |
| 3,904 | 2,367 |
Note 17 : Other operating revenue
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
|---|---|---|
| Scrap sales | 167 | 162 |
| Export incentives | 391 | 350 |
| Provision/ liabilities no longer required written back | 30 | 165 |
| Rental income | 1,043 | 994 |
| Miscellaneous income | 489 | 437 |
| 2,120 | 2,108 |
Note 18 : Other income
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Interest income | ||
| - Bank and inter corporate deposits | 1,802 | 1,697 |
| - Loans to related parties | 365 | 330 |
| - On financial assets at amortised cost | 418 | 418 |
| - Others | 184 | 275 |
| Government grant (refer note (a) below) | - | 55 |
| Amortisation of deferred government grant income | 7 | 55 |
| Dividend from equity investments designated at FVOCI | 74 | 71 |
| Net gain on financial assets measured at FVTPL | 3,093 | 2,185 |
| Profit on sale of property, plant and equipment (net) | 10 | 32 |
| 5,953 | 5,118 |
(a) Government grant represents subsidy received/ accrued during the year ended March 31, 2018 under the Package Scheme of Incentives, 2001 from the Government of Maharashtra.
Note 19 : Cost of materials consumed
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Raw materials consumed Less: Issues capitalised |
30,211 (287) |
27,555 (214) |
| 29,924 | 27,341 |
Note 20 : Purchases of stock-in-trade
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Purchase of goods | 39,680 | 35,278 |
| 39,680 | 35,278 |
Note 21 : Changes in inventories of finished goods, work-in-progress and stock-in-trade
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Opening stock | ||
| Finished goods | 2,603 | 3,939 |
| Work-in-progress | 1,329 | 958 |
| Stock-in-trade | 4,823 | 4,253 |
| Closing stock | ||
| Finished goods | 3,910 | 2,603 |
| Work-in-progress | 1,489 | 1,329 |
| Stock-in-trade | 5,209 | 4,823 |
| (1,853) | 395 |
Note 22 : Employee benefit expense
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Salaries, wages, bonus etc. | 11,706 | 11,946 |
| Contributions to provident and other funds [refer note 28] | 967 | 839 |
| Staff welfare | 1,031 | 780 |
| 13,704 | 13,565 |
Note 23 : Finance costs
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Interest expense | ||
| - others | 89 | 33 |
| Net interest on defined benefit liability | 44 | 0 |
| 133 | 33 |
Note 24 : Depreciation and amortisation expense
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
|---|---|---|
| Depreciation of property, plant and equipment [refer note 4(a)] Depreciation on investment properties [refer note 5] |
3,877 168 |
4,486 186 |
| 4,045 | 4,672 |
[` in Millions (Mio INR)]
Note 25 : Other expenses
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Consumption of stores and spares | 1,040 | 1,178 |
| Consumption of tools | 1,584 | 1,618 |
| Power and fuel | 1,116 | 1,097 |
| Repairs to plant and machinery | 1,022 | 899 |
| Repairs to building | 531 | 538 |
| Royalty and technical service fee | 2,208 | 2,131 |
| Rent [refer note 35] | 547 | 804 |
| Rates and taxes | 101 | 182 |
| Insurance | 100 | 144 |
| Expenditure towards Corporate Social Responsibility [refer note (a) below] | 353 | 363 |
| Packing, freight and forwarding | 2,061 | 1,974 |
| Warranty and service expenses | 100 | 494 |
| Travelling and conveyance | 1,310 | 1,071 |
| Professional and consultancy charges | 1,637 | 1,823 |
| Advertisement and sales promotion expenses | 648 | 460 |
| Miscellaneous manufacturing expenses | 2,369 | 1,563 |
| Computer expenses | 1,136 | 920 |
| Miscellaneous expenses [refer note (b) below] | 1,900 | 2,314 |
| Less: Expenses capitalised | (274) | (183) |
| 19,489 | 19,390 |
- (a) Expenditure towards Corporate Social Responsibility :
- Gross amount required to be spent by the Company during the year is Mio INR 353 (2017-18 Mio INR 363).
- Amount spent during the year is Mio INR 353 (2017-18 Mio INR 363).
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Sr. No. | Particulars | In cash | Yet to be paid in cash | Total |
| (i) | Construction/acquisition of any asset | - | - | - |
| (-) | (-) | (-) | ||
| (ii) | On purposes other than (i) above | 287 | 66 | 353 |
| (256) | (107) | (363) |
-
Total amount paid during the year Mio INR 394 includes Mio INR 107 relating to previous year.
-
Figures in brackets relate to previous year.
(b) Miscellaneous expenses include :
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
||
|---|---|---|---|
| (i) | Remuneration to auditors (excluding indirect tax): Statutory audit fee Tax audit fees Other services Reimbursement of expenses |
8 1 2 - |
8 1 2 0 |
| (ii) Provision for doubtful debts (net) | 37 | 492 | |
| (iii) Bad debts written off | 45 | 121 | |
| (iv) Exchange loss [including exchange loss/(gain) of Mio INR 45 (2017-18: Mio INR (80)) on account of mark-to-market valuation of outstanding forward and option contracts] |
364 | 301 |
Note 26 : R & D expenses *
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| R & D Expenses : | ||
| Cost of materials consumed | 91 | 109 |
| Employee benefit expenses | 1,014 | 888 |
| Other expenses | 1,747 | 1,190 |
| 2,852 | 2,187 |
* Relating to certain DSIR approved R & D facilities, considered eligible for Income tax benefit.
Note 27: Income tax expense
This note provides an analysis of the Company's income tax expense, showing how the tax expense is affected by non-assessable and non-deductible items.
(a) Income tax expense
| [` in Millions (Mio INR)] | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| Current tax | ||
| Current tax on profits for the year | 7,612 | 7,030 |
| Adjustments for current tax of prior periods | (538) | (14) |
| Total current tax expenses | 7,074 | 7,016 |
| Deferred tax | ||
| Decrease/ (Increase) in deferred tax assets | 356 | (318) |
| Total deferred tax expenses/(benefit) | 356 | (318) |
| Income tax expense | 7,430 | 6,698 |
(b) Reconciliation of tax expenses and the accounting profit multiplied by tax rate:
| [` in Millions (Mio INR)] | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| Profit before income tax expense | 23,410 | 20,406 |
| 23,410 | 20,406 | |
| Tax at the Indian tax rate of 34.944% (2017-18: 34.608%) | 8,181 | 7,062 |
| Effect of non-deductible expense | 233 | 513 |
| Effect of exempt other income/ weighted deduction | (446) | (911) |
| Adjustments for current tax of prior periods | (538) | (14) |
| Effect due to difference in future tax rate for deferred tax | - | 48 |
| Income tax expense | 7,430 | 6,698 |
Note 28: Employee Retirement Benefits:
Disclosure on Retirement Benefits as required in Indian Accounting Standard (Ind AS) 19 on "Employee Benefits" are given below:
(a) Post Employment Benefit - Defined Contribution Plans
The Company has recognised an amount of Mio INR 342*(2017-18: Mio INR 321*) as expense under the defined contribution plans in the Statement of Profit and Loss.
(b) Post Employment Benefit - Defined Benefit Plans
The Company makes annual contributions to the Bosch Employees' Gratuity Fund and makes monthly contributions to Bosch Employees (Bangalore) Provident Fund Trust and Bosch Workmen's (Nashik) Provident Fund Trust, funded defined benefit plans for qualifying employees. The Gratuity Scheme provides for lumpsum payment to vested employees at retirement/death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs only upon completion of five years of service, except in case of death or permanent disability.
The Provident Fund Scheme provides for lumpsum payment/transfer to the member employees at retirement/ death while in employment or on termination of employment of an amount equivalent to the credit standing in his account maintained by the Trusts. The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at each balance sheet date.
(c) Total expense recognised in the statement of profit and loss
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Provident Fund | Gratuity | |||
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | |
| Current service cost* | 392 | 357 | 233 | 161 |
| Past service cost | - | - | - | 939 |
| Net interest cost | ||||
| a. Interest expense on defined benefit obligation (DBO) | 799 | 649 | 368 | 283 |
| b. Interest (income) on plan assets | (799) | (649) | (324) | (283) |
| c. Total net interest cost | - | - | 44 | 0 |
| Defined benefit cost included in Statement of Profit and Loss | 392 | 357 | 277 | 1,100 |
* Total charge recognised in Statement of Profit and Loss is Mio INR 967 (2017-18: Mio INR 839) [Refer note no 22].
(d) Remeasurement effects recognised in Other Comprehensive Income (OCI)
| [` in Millions (Mio INR)] | ||
|---|---|---|
| Gratuity | ||
| March 31, 2019 | March 31, 2018 | |
| a. Actuarial (gain)/ loss due to financial assumption changes in DBO | 66 | (163) |
| b. Actuarial (gain)/ loss due to experience on DBO | (249) | (162) |
| c. Return on plan assets (greater)/ less than discount rate | (55) | 69 |
| Total actuarial (gain)/ loss included in OCI | (238) | (256) |
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| Provident Fund | |||
| March 31, 2019 | March 31, 2018 | ||
| a. Actuarial (gain)/ loss on liability | (134) | 527 | |
| b. Actuarial (gain)/ loss on plan assets | 134 | (527) | |
| Total actuarial (gain)/ loss included in OCI | - | - |
(e) Total cost recognised in comprehensive income
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Provident Fund | Gratuity | |||
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | |
| Cost recognised in Statement of Profit and Loss | 392 | 357 | 277 | 1,100 |
| Remeasurements effects recognised in OCI | - | - | (238) | (256) |
| Total cost recognised in Comprehensive Income | 392 | 357 | 40 | 844 |
[` in Millions (Mio INR)]
(f) Change in defined benefit obligation
Gratuity March 31, 2019 March 31, 2018 Defined benefit obligation as at the beginning of the year 4,886 3,996 Service cost 233 1,100 Interest cost 368 283 Benefit payments from plan assets (246) (168) Actuarial (gain)/ loss - financial assumptions 66 (163) Actuarial (gain)/ Loss - experience (249) (162) Defined benefit obligation as at year end 5,058 4,886
| [` in Millions (Mio INR)] | ||
|---|---|---|
| Provident Fund | ||
| March 31, 2019 | March 31, 2018 | |
| Defined benefit obligation as at the beginning of the year | 10,221 | 8,740 |
| Current service cost | 392 | 357 |
| Interest cost | 799 | 649 |
| Benefits paid and transfer out | (1,109) | (970) |
| Transfer in | 84 | 59 |
| Participant contributions | 930 | 859 |
| Actuarial (gain)/ loss | (134) | 527 |
| Defined benefit obligation as of current year end | 11,183 | 10,221 |
(g) Change in fair value of plan assets
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Provident Fund | Gratuity | |||
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | |
| Fair value of plan assets at end of prior year | 10,221 | 8,740 | 4,198 | 3,874 |
| Expected return on plan assets | 799 | 649 | 324 | 283 |
| Employer contributions | 392 | 357 | 688 | 278 |
| Participant contributions | 930 | 859 | - | - |
| Benefit payments from plan assets | (1,109) | (970) | (247) | (168) |
| Transfer in/ transfer out | 84 | 59 | - | - |
| Actuarial gain/ (loss) on plan assets | (134) | 527 | 55 | (69) |
| Fair value of plan assets at end of year | 11,183 | 10,221 | 5,018 | 4,198 |
(h) Net defined benefit asset/ (liability)
| Provident Fund | Gratuity | |||
|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | |
| Defined benefit obligation | 11,183 | 10,221 | 5,058 | 4,886 |
| Fair value of plan assets | 11,183 | 10,221 | 5,018 | 4,198 |
| (Surplus)/ deficit recognised in Balance Sheet | - | - | 40 | 688 |
(i) Expected company contributions for the next year
| [` in Millions (Mio INR)] | ||
|---|---|---|
| Provident Fund | Gratuity | |
| March 31, 2019 | March 31, 2019 | |
| Expected company contributions for the next year | 439 | 156 |
| (j) Reconciliation of amounts in balance sheet | [` in Millions (Mio INR)] | |
|---|---|---|
| Gratuity | ||
| March 31, 2019 | March 31, 2018 | |
| Net defined benefit liability/(asset) at prior year end | 688 | 122 |
| Defined benefit cost included in Statement of Profit and Loss | 277 | 1,100 |
| Total remeasurements included in OCI | (238) | (256) |
| Employer contributions | (688) | (278) |
| Net defined benefit liability/(asset) | 40 | 688 |
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| --------------------------- | -- | -- | -- | -- |
| (k) Reconciliation of Statement of Other Comprehensive Income | [` in Millions (Mio INR)] | ||
|---|---|---|---|
| Gratuity | |||
| March 31, 2019 | March 31, 2018 | ||
| Cumulative OCI - (Income)/Loss, beginning of period | (148) | 108 | |
| Total remeasurements included in OCI | (238) | (256) | |
| Cumulative OCI - (Income)/Loss | (386) | (148) |
(l) Current/ non current liability
| [` in Millions (Mio INR)] | ||
|---|---|---|
| Gratuity | ||
| March 31, 2019 | March 31, 2018 | |
| Current liability | - | - |
| Non current liability | 40 | 688 |
| Total | 40 | 688 |
(m) Assumptions
| Provident Fund | Gratuity | ||||
|---|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | ||
| Discount factor [refer note (i) below] | 7.65% | 7.70% | 7.65% | 7.70% | |
| Weighted average rate of escalation in | NA | NA | 10.6% | 10.6% | |
| salary per annum [refer note (ii) below] | |||||
| Mortality rate | IALM (2006 08) | IALM (2006 08) | IALM (2006 08) | IALM (2006 08) | |
| Ultimate | Ultimate | Ultimate | Ultimate |
Notes:
- (i) The discount rate is based on the prevailing market yield on Government Bonds as at the balance sheet date for the estimated term of obligations.
- (ii) The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
- (n) Risk exposures:
A large portion of assets consists of government and corporate bonds and small portion of assets consists in mutual funds and special deposit account in banks. Through its defined plans, the company is exposed to a number of risks, the most significant of which are detailed below:
Asset Volatility: The plan liabilities are calculated using a discount rate with reference to bond yields, if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments are in fixed income government securities with high grades and public sector corporate bonds. A small portion of the funds are invested in equity securities.
Changes in bond yields: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans' bond holdings.
| (o) Sensitivity analysis on defined benefit obligation | [` in Millions (Mio INR)] | |
|---|---|---|
| Gratuity | ||
| March 31, 2019 | March 31, 2018 | |
| Discount rate | ||
| a. Discount rate - 50 basis points | 5,335 | 5,104 |
| b. Discount rate + 50 basis points | 4,802 | 4,639 |
| Weighted average increase in salary | ||
| a. Rate - 50 basis points | 4,904 | 4,781 |
| b. Rate + 50 basis points | 5,209 | 4,974 |
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur. This sensitivity analysis shows how the defined benefit obligation would have been affected by changes in the relevant actuarial assumption that were reasonably possible at that date.
(p) Plan assets
| Provident Fund | Gratuity | |||
|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | |
| % Invested | % Invested | % Invested | % Invested | |
| Government Securities (Central and State) | 52 | 52 | 52 | 51 |
| Corporate Bonds (including Public Sector bonds) | 39 | 41 | 36 | 36 |
| Mutual Funds | 3 | 2 | 2 | 1 |
| Cash and bank balances | ||||
| (including Special Deposits Scheme, 1975) | 6 | 5 | 10 | 12 |
| Total | 100 | 100 | 100 | 100 |
(q) Expected future cashflows
The weighted average duration of the defined benefit obligation is 14.26 years (2017-18 -14.27 years). The expected maturity analysis is as follows:
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Provident Fund | Gratuity | |||
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | |
| Within 1 year | 1,103 | 399 | 156 | 226 |
| Between 1-2 years | 687 | 450 | 266 | 188 |
| Between 2-5 years | 2,015 | 1,687 | 781 | 793 |
| From 6 to 10 | 5,884 | 4,141 | 2,543 | 2,322 |
| Total | 9,689 | 6,677 | 3,746 | 3,529 |
Note 29: Fair value measurements:
(i) Financial instruments by category and hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
| [` in Millions (Mio INR)] | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | |||||||
| Level | FVPL | FVOCI | Amortised cost |
FVPL | FVOCI | Amortised cost |
||
| Financial assets | ||||||||
| Investments | ||||||||
| - Equity instruments | 1 | - | 8,101 | - | - | 7,242 | - | |
| - Bonds | 1 | - | - | 5,212 | - | - | 5,212 | |
| - Mutual funds | 1 | 27,044 | - | - | 39,769 | - | - | |
| Interest accrued on financial assets | ||||||||
| at amortised cost | 3 | - | - | 850 | - | - | 804 | |
| Trade receivables | 3 | - | - | 15,675 | - | - | 16,156 | |
| Loans | 3 | - | - | 5,650 | - | - | 4,747 | |
| Investments | ||||||||
| - Bonds | 3 | - | - | 5 | - | - | 5 | |
| Cash and cash equivalents | - | - | 2,032 | - | - | 3,633 | ||
| Other bank balances | - | - | 10,495 | - | - | 15,245 | ||
| Inter-corporate deposit | 3 | - | - | 7,850 | - | - | 7,900 | |
| Others (include non-trade | ||||||||
| receivables, etc.) | 3 | - | - | 387 | - | - | 477 | |
| Derivative assets | 2 | - | - | - | 1 | - | - | |
| Total financial assets | 27,044 | 8,101 | 48,156 | 39,770 | 7,242 | 54,179 | ||
| [` in Millions (Mio INR)] | |||||||
|---|---|---|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | ||||||
| Level | FVPL | FVOCI | Amortised cost |
FVPL | FVOCI | Amortised cost |
|
| Financial liabilities | |||||||
| Trade payables | 3 | - | - | 15,885 | - | - | 20,231 |
| Unpaid dividend | 3 | - | - | 45 | - | - | 45 |
| Book overdraft | - | - | - | - | - | 6 | |
| Other payables (includes employee | |||||||
| dues, etc.) | 3 | - | - | 4,726 | - | - | 3,905 |
| Capital creditors | 3 | - | - | 481 | - | - | 347 |
| Derivative liabilities | 2 | - | - | 44 | - | - | - |
| Total financial liabilities | - | - | 21,181 | - | - | 24,534 |
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, tax free bonds and mutual funds that have quoted price. The fair value of all equity instruments, which are traded in the stock exchanges, are valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for market, traded bonds, over-thecounter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
There are no transfers between levels during the year.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date - the fair value of remaining financial instruments is determined using the discounted cash flow analysis
(iii) Valuation process
The finance and accounts department of the company performs the valuation of financial assets and liabilities required for financial reporting purposes, and report to the Executive Director (ED). Discussions on valuation processes and results are held between the ED and valuation team at least once every three months, in line with the Company's quarterly reporting periods.
The main level 3 inputs are derived and evaluated as follows:
a) Discount rate for loans to employees are determined using prevailing bank lending rate.
b) The fair values of financial assets and liabilities are determined using the discounted cash flow analysis.
(iv) Fair value of financial assets and liabilities measured at amortised cost
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | |||
| Carrying amount |
Fair value | Carrying amount |
Fair value | |
| Financial assets | ||||
| Tax free bonds | 5,217 | 5,692 | 5,217 | 5,763 |
| Loans | 1,063 | 1,063 | 1,100 | 1,100 |
| Total financial assets | 6,280 | 6,755 | 6,317 | 6,863 |
| Financial liabilities | ||||
| Other financial liabilities | 107 | 107 | 66 | 66 |
| Total financial liabilities | 107 | 107 | 66 | 66 |
With respect to trade receivables, other receivables, inter-corporate deposit, current portion of loans, cash and cash equivalents, other bank balance, trade payables, capital creditors, employee payables, the carrying amount is considered to be the same as their fair value due to their short-term nature.
Note 30: Financial risk management
The Company's activities expose it to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts and foreign currency option contracts are entered into by the Company to hedge certain foreign currency exposure. Derivatives are used exclusively for hedging and not as trading or speculative instruments.
(A) Credit Risk
Credit risk arises from cash and cash equivalents, instruments carried at amortised cost and deposits with banks, as well as credit exposures to customers including outstanding receivables.
(i) Credit risk management
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks which have high credit ratings assigned by external agencies. Investments primarily include investment in debt based mutual funds whose portfolios have instruments with high credit rating and government bonds. The Board of Directors periodically review the investment portfolio of the Company. Credit risk on loans given to fellow subsidiaries is guaranteed by the holding company. Credit risk with respect to trade receivable is managed by the Company through setting up credit limits for customers and also periodically reviewing the credit worthiness of major customers.
Expected credit loss for trade receivables under simplified approach
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | |||
| Less than 6 months |
More than 6 months |
Less than 6 months |
More than 6 months |
|
| Gross carrying amount | 14,432 | 2,470 | 15,552 | 1,794 |
| Expected credit losses (Loss allowance provision) | (69) | (1,158) | (78) | (1,112) |
| Carrying amount of trade receivables (net of impairment) | 14,363 | 1,312 | 15,474 | 682 |
The gross carrying amount of trade receivables is Mio INR 16,902 (March 31, 2018 - Mio INR 17,346). During the period, the Company made no significant write-offs of trade receivables and it does not expect to receive future cash flows or recoveries from trade receivables previously written off.
(ii) Reconciliation of loss allowance provision - Trade Receivables
| [` in Millions (Mio INR)] | |
|---|---|
| Gross carrying amount Loss allowance as at April 1, 2017 |
698 |
| Changes in loss allowance | 492 |
| Loss allowance as at March 31, 2018 | 1,190 |
| Changes in loss allowance | 37 |
| Loss allowance as at March 31, 2019 | 1,227 |
(B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of internal financing by way of daily cash flow projection to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, company treasury maintains flexibility in funding by maintaining availability of funds.
Management monitors daily and monthly rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. This is generally carried in accordance with standard guidelines. The company has liquidity reserves in the form of highly liquid assets like cash and cash equivalents, debt based mutual funds, deposit accounts, etc.
(i) Financing arrangements: The company had access to the following undrawn borrowing facilities at the end of the reporting period
| [` in Millions (Mio INR)] | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| Floating rate - Expiring within one year (bank overdraft and other facilities) |
20 | 20 |
| - Expiring beyond one year (bank loans) |
- | - |
| 20 | 20 |
(ii) Maturity of Financial liabilities
The table below summarises the company's financial liabilities into relevant maturity groupings based on their contractual maturities for:
- a) all non-derivative financial liabilities
- b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows
The amounts disclosed in the table are the contractual undiscounted cash flows. Balance due within 12 months equal their carrying balances as the impact of discounting is not significant.
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | |||
| Less than 1 year |
More than 1 year |
Less than 1 year |
More than 1 year |
|
| Trade payables | 15,885 | - | 20,231 | - |
| Other financial liabilities | 5,189 | 107 | 4,237 | 66 |
| Total non-derivative liabilities | 21,074 | 107 | 24,468 | 66 |
| Foreign exchange forward contracts | 2,933 | - | 1,044 | - |
| Options contracts | 1,112 | - | - | - |
| Total derivative liabilities | 4,045 | - | 1,044 | - |
(C) Market risk
(i) Foreign currency risk
The company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to USD and EUR. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company's functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the INR cash flows of highly probable forecast transaction.
The Company imports and exports goods and services which are predominantly denominated in USD and EUR. This exposes the Company to foreign currency risk. To minimise this risk, the Company hedges using forward contracts and foreign currency option contracts on a net exposure basis.
(a) Foreign currency risk exposure: The company exposure to foreign currency risk at the end of the reporting period expressed in Mio INR are as follows:
| March 31, 2019 | ||||
|---|---|---|---|---|
| [` in Millions (Mio INR)] March 31, 2018 USD EUR USD EUR 1,362 172 1,684 303 1,362 172 1,684 303 4,788 817 6,235 1,381 4,788 817 6,235 1,381 2,933 - 1,044 - 1,112 - - - (619) 645 3,507 1,078 |
||||
| Financials assets | ||||
| Trade receivables | ||||
| Exposure to foreign currency risk - assets | ||||
| Financial liabilities | ||||
| Trade payables | ||||
| Exposure to foreign currency risk - liabilities | ||||
| Derivative liabilities Foreign exchange forward contracts |
||||
| Foreign currency option contracts - Buy Option Contract | ||||
| Net exposure to foreign currency risk |
(b) Sensitivity: The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments:
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| Impact on profit after tax | |||
| March 31, 2019 | March 31, 2018 | ||
| USD Sensitivity INR/USD - Increase by 1% INR/USD - Decrease by 1% |
6 (6) |
(35) 35 |
|
| EUR Sensitivity INR/EUR - Increase by 1% INR/EUR - Decrease by 1% |
(6) 6 |
(11) 11 |
* Holding all other variables constant
(ii) Cash flow and fair value interest rate risk
(a) Interest rate risk exposure: The company does not have interest bearing borrowings and interest rate risk is towards opportunity cost on investment in tax free bonds. Company analyses it based on the sensitivity analysis and manages it by portfolio diversification.
(b)Sensitivity: Profit or loss is sensitive to changes in interest rate for tax free bonds. A change in the market interest level by 100 basis points would have the following effect on the profit after tax:
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| Impact on profit after tax | |||
| March 31, 2019 | March 31, 2018 | ||
| Interest rates - increase by 100 basis points* | (365) | (370) | |
| Interest rates - decrease by 100 basis points* | 365 | 370 |
* Holding all other variables constant
(iii) Price risk
(a) Exposure: The Company has invested in equity securities and the exposure is equity securities price risk from investments held by the Company and classified in the balance sheet as fair value through OCI.
(b) Sensitivity: The table below summarises the impact of increase/decrease of the index in the company's equity and impact on OCI for the period. The analysis is based on the assumption that the equity index had increased/ decreased by 10% with all other variables held constant, and that all the company's equity instruments moved in line with the index.
| Impact on other components of equity |
|||
|---|---|---|---|
| March 31, 2019 | March 31, 2018 | ||
| Price - increase by 10% Price - decrease by 10% |
810 (810) |
724 (724) |
Other components of equity would increase/decrease as a result of gains/ (losses) on equity securities classified as fair value though Other Comprehensive Income.
Note 31: Capital management
(a) Risk management
The Company has equity capital and other reserves attributable to the equity shareholders, as the only source of capital and the company does not have any interest bearing borrowings/ debts.
(b) Dividends
| [` in Millions (Mio INR)] | |||||
|---|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | ||||
| (i) Dividends recognised Final dividend for the year ended March 31, 2018 of INR 100/- (March 31, 2017 - INR 90/-) per fully paid share |
3,052 | 2,747 | |||
| 3,052 | 2,747 | ||||
| (ii) Dividends not recognised at the end of the reporting period In addition to the above dividends, since the year ended, the Directors have recommended the payment of a final dividend of INR 105/- per fully paid equity share (March 31, 2018 - INR 100/-). This proposed dividend is subject to the approval of shareholders in the ensuing annual general meeting |
3,097 | 3,052 | |||
| 3,097 | 3,052 |
Note 32: Revenue from contracts with customers
The Company derives revenues primarily from sale of goods and sale of services.
Effective April 1, 2018, the Company adopted Ind AS 115 "Revenue from Contracts with Customers" using the cumulative catch-up transition method, applied to contracts that were not completed as of April 1, 2018. In accordance with cumulative catch-up transition method, the comparatives have not been retrospectively adjusted. The following is a summary of new and/or revised significant accounting policies related to revenue recognition. Refer Note 1 "Significant Accounting Policies", in the Company's 2018 Annual Report for the policies in effect for revenue prior to April 1, 2018.
The Company recognizes revenue under the core principle to depict the transfer of control to the Company's customers in an amount reflecting the consideration the Company expects to be entitled.
Product revenues consist of sales to original equipment manufacturers (OEMs). The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. In situations where sales are to a distributor, the Company has concluded that its contract is with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors including the customer's ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations.
Revenue from sales to distributors is recognized upon the transfer of control to the distributor. Discounts, sales incentives that are payable to distributors are netted-off with revenue.
In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company's performance obligation is satisfied). Further, in determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer.
Cost to obtain a contract with a customer is recognized as an asset and amortised over the period of fulfillment of contract.
The impact of adoption of Ind AS 115 on the Company's financial statements are as follows:
| [` in Millions (Mio INR)] | |
|---|---|
| Reconciliation of reserves and surplus as at April 1, 2018 | Note No. | |
|---|---|---|
| Reserves and surplus as at March 31, 2018 Contract assets recognised Contract liabilities recognised Provisions for estimated losses Deferred tax assets on the above |
12(b)(v) 11 16 14 8 |
70,313 571 (662) (339) 150 |
| Ind AS 115 transition impact Reserves and surplus as at April 1, 2018 |
12(b)(v) | (280) 70,033 |
| [` in Millions (Mio INR)] | ||||||
|---|---|---|---|---|---|---|
| Description | As at March 31, 2018 |
Ind AS 115 transition impact (Refer above) |
As at April, 1 2018 |
Deferred cost |
Cost trans ferred to the statement of profit and loss account |
As at March 31, 2019 |
| Contract assets (Refer note 11) | - | 571 | 571 | 1,389 | 177 | 1,783 |
[` in Millions (Mio INR)]
| Description | As at March 31, 2018 |
Ind AS 115 transition impact (Refer above) |
As at April, 1 2018 |
Unearned revenue |
Revenue recog nised |
As at March 31, 2019 |
|---|---|---|---|---|---|---|
| Contract liabilities (Refer note 16) | - | 662 | 662 | 1,289 | 146 | 1,805 |
[` in Millions (Mio INR)]
| Revenue at disaggregated level | March 31, 2019 | ||
|---|---|---|---|
| Automotive | Others | ||
| Sale of Products | 99,955 | 17,863 | |
| Sale of Services | 2,035 | 606 | |
| Other operating revenue | 1,077 | 1,043 |
Note 33: Segment Information
(a) Description of segments and principal activities
The Company's operations predominantly relate to operating segments in the automotive business which consists of diesel systems, gasoline systems and automotive aftermarket products and services and are aggregated into one reportable segment 'Automotive Products' in accordance with the aggregation criteria. Aggregation is done due to the similarities of the products and services provided to the customers, similar production processes and similarities in the regulatory environment. The Company also operates in other businesses consisting of Industrial technology, consumer goods, energy and building technology products and services which are non automotive and do not meet the threashold criteria for reporting as separate segments. Therefore, the reportable segment consists of "Automotive Products" and "Others".
Revenue by geographical areas is stated on the basis of origin and there are no non-current assets located outside India.
The accounting principles and policies adopted in the preparation of the standalone financial statements are also consistently applied to record income/ expenditure and assets/ liabilities in individual segments.
The inter-segment revenue have been accounted for based on the transaction price agreed to between segments which is primarily market based.
(b) Details of operating segment
| [` in Millions (Mio INR)] | ||||||||
|---|---|---|---|---|---|---|---|---|
| Automotive Products | Others | Eliminations | Total | |||||
| March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
|
| Revenue | ||||||||
| Gross sale of product | 99,955 | 98,536 | 17,863 | 15,393 | - | - | 117,818 | 113,929 |
| Sale of services | 2,035 | 2,619 | 606 | 66 | - | - | 2,641 | 2,685 |
| Other operating revenue | 1,077 | 711 | 1,043 | 1,397 | - | - | 2,120 | 2,108 |
| Inter-segment revenue | - | 515 | 650 | (515) | (650) | - | - | |
| Total Revenue | 103,067 | 101,866 | 20,027 | 17,506 | (515) | (650) | 122,579 | 118,722 |
| Result | ||||||||
| Segment result | 18,100 | 16,521 | 2,267 | 3,314 | - | - | 20,367 | 19,835 |
[` in Millions (Mio INR)]
[` in Millions (Mio INR)]
| Revenue from external customers | March 31, 2019 | March 31, 2018 |
|---|---|---|
| India | 112,428 | 107,636 |
| Other countries | 10,151 | 11,086 |
| Total | 122,579 | 118,722 |
(c) Reconciliation of profit
| March 31, 2019 | March 31, 2018 | |
|---|---|---|
| Segment results | 20,367 | 19,835 |
| Less: Depreciation and amortisation | (194) | (129) |
| Less: Unallocated corporate expenses | (2,583) | (4,385) |
| Add: Other income (refer note 19) | 5,953 | 5,118 |
| Less: Finance costs (refer note 24) | (133) | (33) |
| Profit before tax | 23,410 | 20,406 |
(d) Details of segment assets and liabilities
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | |||
| Segment assets | ||||
| Automotive Products | 41,894 | 38,078 | ||
| Others | 9,219 | 8,287 | ||
| Total segment assets | 51,113 | 46,365 | ||
| Segment liabilities | ||||
| Automotive Products | 26,623 | 30,031 | ||
| Others | 6,522 | 6,252 | ||
| Total segment liablities | 33,145 | 36,283 |
(e) Reconciliation of assets
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | |||
| Segment assets | 51,113 | 46,365 | ||
| Property, plant and equipment | 1,676 | 1,984 | ||
| Capital work-in progress | 1,698 | 755 | ||
| Investments | 40,362 | 52,228 | ||
| Investments in subsidiary and associate | 176 | 176 | ||
| Other non-current assets | 374 | - | ||
| Deferred tax assets | 4,596 | 4,905 | ||
| Cash and cash equivalents | 2,032 | 3,633 | ||
| Bank balance other than cash and cash equivalents | 10,495 | 15,245 | ||
| Loans | 5,237 | 4,268 | ||
| Other financial assets | 9,007 | 9,053 | ||
| Other current assets | 330 | 662 | ||
| Total assets | 127,096 | 139,274 |
(f) Reconciliation of liabilities
| March 31, 2019 | March 31, 2018 | |
|---|---|---|
| Segment liabilities | 33,145 | 36,283 |
| Trade payables | 49 | 24 |
| Provisions | 548 | 741 |
| Unpaid dividend | 45 | 45 |
| Other current liabilities | 141 | 416 |
| Other financial liabilities | 1,748 | 1,046 |
| Current tax liabilities | 158 | 906 |
| Total liabilities | 35,834 | 39,461 |
Note 34: Related Party Disclosure :
Holding Company : Robert Bosch GmbH, Federal Republic of Germany
Subsidiary Company : MICO Trading Private Limited, India
Associate (also a fellow subsidiary) : Newtech Filter India Private Limited, India
Whole time directors : Mr. Soumitra Bhattacharya, Mr. S.C. Srinivasan (From July 1, 2018), Dr. Andreas Wolf and Mr. Jan-Oliver Röhrl
Non-whole time directors : Mr. V.K. Viswanathan, Mr. Peter Tyroller, Mr. Bernhard Steinruecke, Ms. Renu S. Karnad, Mr. S.V.Ranganath (From July 1, 2018), Dr. Gopichand Katragadda (From December 4, 2018), Mr. Bhaskar Bhat & Ms. Hema Ravichandar
Other related entities: Bosch India Foundation
(a) Key management personnel compensation:
| March 31, 2019 | March 31, 2018 | |
|---|---|---|
| Short-term employee benefits | 252 | 182 |
| Post-employment benefits | 14 | 8 |
| 266 | 190 |
[` in Millions (Mio INR)]
(b) Related Party transactions/ balances - summary:
| [` in Millions (Mio INR)] | |||||||
|---|---|---|---|---|---|---|---|
| Particulars | Holding Company |
Fellow Subsidiary |
Employees' Benefit plans where there is significant influence |
Associate | Key Management Personnel |
Other related entities |
Total |
| Net sale of product | 4,761 | 2,876 | - | - | - | - | 7,637 |
| (4,501) | (2,914) | (-) | (-) | (-) | (-) | (7,415) | |
| Sale of services | 893 | 550 | - | 2 | - | - | 1,445 |
| (808) | (543) | (-) | (2) | (-) | (-) | (1,353) | |
| Sale of property, plant and | |||||||
| equipments | - | 5 | - | - | - | - | 5 |
| (0) | (61) | (-) | (-) | (-) | (-) | (61) | |
| Rental income | - | 990 | - | - | - | - | 990 |
| (-) | (932) | (-) | (-) | (-) | (-) | (932) | |
| Miscellaneous income (including | |||||||
| reimbursements received) | 36 | 690 | - | 17 | - | - | 743 |
| (24) | (848) | (-) | (8) | (-) | (-) | (880) | |
| Interest earned | - (-) |
365 (330) |
- (-) |
- (-) |
- (-) |
- (-) |
365 (330) |
| Purchases of : | |||||||
| Property, plant and equipment | 424 | 292 | - | - | - | - | 716 |
| (220) | (554) | (-) | (-) | (-) | (-) | (774) | |
| Goods | 12,701 | 21,134 | - | 584 | - | - | 34,419 |
| (12,579) | (22,594) | (-) | (588) | (-) | (-) | (35,761) | |
| Dividend paid | 2,106 | 45 | - | - | - | - | 2,151 |
| (1,895) | (41) | (-) | (-) | (-) | (-) | (1,936) | |
| Amount paid for shares bought back | 14,857 | - | - | - | - | - | 14,857 |
| (-) | (-) | (-) | (-) | (-) | (-) | (-) | |
| Services received: | |||||||
| Royalty and technical service fee | - (-) |
2,199 (2,116) |
- (-) |
- (-) |
- (-) |
- (-) |
2,199 (2,116) |
| Professional, consultancy and | |||||||
| other charges | 1,847 | 2,169 | - | - | - | - | 4,016 |
| (1,380) | (2,175) | (-) | (-) | (-) | (-) | (3,555) | |
| Liability written back | 0 | 0 | - | - | - | - | 0 |
| (1) | (48) | (-) | (-) | (-) | (-) | (49) | |
| Donation expense | - | - | - | - | - | 88 | 88 |
| (-) | (-) | (-) | (-) | (-) | (90) | (90) | |
| Loan given (*) | - | 1,030 | - | - | - | - | 1,030 |
| (-) | (1,215) | (-) | (-) | (-) | (-) | (1,215) | |
| Loan repaid | - | 80 | - | - | - | - | 80 |
| (-) | (770) | (-) | (-) | (-) | (-) | (770) | |
| Loan to related parties (*) | - | 4,955 | - | - | - | - | 4,955 |
| (-) | (4,005) | (-) | (-) | (-) | (-) | (4,005) | |
| Trade receivables | 610 | 1,694 | - | 0 | - | - | 2,304 |
| (840) | (1,499) | (-) | (-) | (-) | (-) | (2,339) | |
| Other financial assets (non-trade receivables) |
2 | 285 | - | 0 | - | - | 287 |
| (118) | (351) | (-) | (-) | (-) | (-) | (469) |
(*) Against guarantee given by Robert Bosch GmbH, Federal Republic of Germany, the holding company.
| [` in Millions (Mio INR)] | |||||||
|---|---|---|---|---|---|---|---|
| Particulars | Holding Company |
Fellow Subsidiary |
Employees' Benefit plans where there is significant influence |
Associate | Key Management Personnel |
Other related entities |
Total |
| Trade payables | 2,483 | 5,767 | - | 106 | - | - | 8,356 |
| (3,912) | (7,925) | (-) | (43) | (-) | (-) | (11,880) | |
| Other financial liabilities | 161 | 44 | - | - | - | - | 205 |
| (39) | (55) | (-) | (-) | (-) | (-) | (94) | |
| Contributions made to Employees' | |||||||
| Benefit plans | - | - | 1,225 | - | - | - | 1,225 |
| (-) | (-) | (774) | (-) | (-) | (-) | (774) | |
| Managerial Remuneration: | |||||||
| Mr. Soumitra Bhattacharya | - | - | - | - | 77 | - | 77 |
| (-) | (-) | (-) | (-) | (63) | (-) | (63) | |
| Mr. S.C. Srinivasan | - | - | - | - | 49 | - | 49 |
| (-) | (-) | (-) | (-) | (-) | (-) | (-) | |
| Dr. Andreas Wolf | - | - | - | - | 68 | - | 68 |
| (-) | (-) | (-) | (-) | (59) | (-) | (59) | |
| Mr. Jan-Oliver Röhrl | - | - | - | - | 72 | - | 72 |
| (-) | (-) | (-) | (-) | (68) | (-) | (68) | |
| Sitting fees/ commissions | |||||||
| to non-executive directors | - | - | - | - | 16 | - | 16 |
| (-) | (-) | (-) | (-) | (15) | (-) | (15) | |
| Unpaid Bonus/ Commission as at | |||||||
| the year end | - | - | - | - | 133 | - | 133 |
| (-) | (-) | (-) | (-) | (97) | (-) | (97) | |
| Loan and Advances transactions : | |||||||
| Loan/Advances recovered | - | - | - | - | 0 | - | 0 |
| (-) | (-) | (-) | (-) | (1) | (-) | (1) | |
| Amount outstanding at the | |||||||
| year end | - (-) |
- (-) |
- (-) |
- (-) |
2 (2) |
- (-) |
2 (2) |
Figures in brackets relate to previous year.
(c) Names and details of fellow subsidiaries having transaction value in excess of 10% in line transactions during the year:
| Particulars | Name of the related party | March 31, 2019 |
March 31, 2018 |
|---|---|---|---|
| Net sale of product | Bosch Automotive Diesel Systems Co., Ltd. | 341 | 191 |
| Bosch Sanayi ve Ticaret A.S. | 419 | 458 | |
| Sale of services | Bosch Automotive Service Solutions Inc., United States |
58 | 191 |
| Bosch Security Systems B.V. | 113 | 12 | |
| Bosch Chassis Systems India Private Ltd. | 89 | 43 | |
| Rental income | Robert Bosch Engineering and Business | ||
| Solutions Pvt. Ltd., India Bosch Automotive Electronics India Pvt. |
813 | 751 | |
| Ltd., India | 164 | 143 | |
| Miscellaneous income (including reimbursements | Robert Bosch Engineering and Business | ||
| received) | Solutions Pvt. Ltd., India | 292 | 264 |
| Bosch Automotive Electronics India Pvt. Ltd., India |
197 | 216 | |
| Bosch Chassis Systems India Private Ltd. | 97 | 95 | |
| Interest earned | Bosch Rexroth (India) Pvt. Ltd., India | 262 | 261 |
| BSH Home Appliances Private Limited | 94 | 39 | |
| Purchase of goods | Bosch Automotive Electronics India Pvt. | ||
| Ltd., India Bosch Automotive Diesel Systems Co., Ltd., |
5,307 | 6,031 | |
| China | 2,112 | 4,448 | |
| Robert Bosch Power Tools GmbH | 4,430 | 3,160 | |
| Purchase of property, plant and equipment | Bosch Rexroth (India) Private Limited | 72 | 28 |
| ETAS Automotive India Private Ltd. | 38 | 37 | |
| Bosch Automotive Diesel Systems Co., Ltd. Robert Bosch Manufacturing Solutions |
39 | 0 | |
| GmbH | 64 | 347 | |
| Robert Bosch (France) S.A.S. | 33 | 0 | |
| Professional, consultancy and other charges received | Robert Bosch Engineering and Business | ||
| Solutions Pvt. Ltd., India Bosch Corporation |
1,615 63 |
1,436 442 |
|
| Royalty and technical service fee | Bosch Technology Licensing Administration | ||
| GmbH, Germany | 2,189 | 2,105 | |
| Loan given | BSH Household Appliances Manufacturing | ||
| Pvt. Ltd., India Automobility Services and Solutions Private |
1,000 | 1,000 | |
| Limited | 30 | 200 | |
| Loan repaid | Bosch Rexroth (India) Pvt. Ltd., India | - | 200 |
| Contributions made to Employees' Benefit plans | Mivin Engg. Technologies Pvt. Ltd., Bosch Employees' Gratuity Fund, India |
80 688 |
- 278 |
| Bosch Superannuation Fund Trust, India | 146 | 137 | |
| Bosch Employees (Bangalore) Provident | |||
| Fund Trust, India | 312 | 282 | |
| Bosch Workmen's (Nashik) Provident Fund Trust, India |
80 | 75 | |
| Sale of property, plant and equipments | Bosch Chassis Systems India Private Ltd. | 2 | 61 |
| Precision Seals Manufacturing Ltd. | 1 | - | |
| Robert Bosch Engineering and Business | |||
| Solutions Private Ltd. Bosch Sanayi ve Ticaret A.S. |
1 2 |
- - |
|
| Liability written back | Bosch Automotive Electronics India Pvt. | ||
| Ltd., India | - | 48 | |
Note 35: Leases
Information on leases as per Indian Accounting Standard (Ind AS) 17 on "Leases":
The Company has various operating leases ranging from 2 years to 10 years for office facilities, warehouses, guest houses and residential premises for employees that are renewable on a periodic basis. Non-cancellable periods range from 8 months to 108 months. The leases are renewable by mutual consent and contain escalation clause.
Rental expenses for operating leases recognised in the Statement of Profit and Loss for the year is Mio INR 547 (2017-18: Mio INR 804).
(a) Operating Lease Expense :
Disclosure in respect of Non-cancellable lease is as given below [` in Millions (Mio INR)]
| Future minimum lease payments | March 31, 2019 | March 31, 2018 |
|---|---|---|
| - Not later than 1 year | 103 | 139 |
| - Later than 1 year and not later than 5 years | 143 | 251 |
| - Later than 5 years | 5 | 8 |
(b) Operating Lease Income :
The Company has leased out certain office spaces that are renewable on a periodic basis. All leases are cancellable with 3 months notice. Rental income received during the year in respect of operating lease is Mio INR 1,043 (2017-18: Mio INR 994). Details of assets given on operating lease as at year end are as below.
| [` in Millions (Mio INR)] | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Block | Depreciation | Accumulated | Written down value | Depreciation for the year |
|||||
| March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
||
| Land | 38 | 38 | - | - | 38 | 38 | - | - | |
| Buildings | 2,126 | 2,122 | 619 | 451 | 1,507 | 1,671 | 168 | 186 | |
| Plant and machinery | 518 | 506 | 415 | 332 | 103 | 174 | 83 | 125 | |
| Furniture and fixtures | 2 | 2 | 1 | 0 | 1 | 2 | 1 | 0 | |
| Office equipment | 2 | 2 | 2 | 2 | - | - | - | - | |
| Total | 2,686 | 2,670 | 1,037 | 785 | 1,649 | 1,885 | 252 | 311 |
Note 36: Research and Development expenses
Total gross Research and Development expenditure recognised in the Statement of Profit and Loss (amounts shown under Note 26 to the Standalone Financial Statements) amounts to Mio INR 3,090 (2017-18: Mio INR 2,599).
Note 37: Earnings Per Share
(a) Basic and diluted earning per share
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Profit attributable to equity shareholders | 15,980 | 13,708 |
| Weighted average number of equity shares outstanding during the year | 30,427,879 | 30,520,740 |
| Nominal value of equity shares (Rs.) | 10 | 10 |
| Basic and Diluted earnings per share (Rs.) | 525 | 449 |
(b) Reconciliation of earnings used in calculating earnings per share
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Profit attributable to the equity holders of the Company used in calculating basic | ||
| earnings per share: | 15,980 | 13,708 |
(c) Weighted average number of shares used as the denominator
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Weighted average number of equity shares used as the denominator in | ||
| calculating basic and diluted earnings per share | 30,427,879 | 30,520,740 |
Note 38: Contingent liabilities
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| March 31, 2019 | March 31, 2018 | ||
| Claims against the Company not acknowledged as debts: | |||
| (a) | Excise/ Customs | ||
| Net of tax | 220 | 110 | |
| Gross | 338 | 169 | |
| (b) | Income tax [refer note (i) below] | 738 | 547 |
(i) Relates to adjustments made by the Income Tax Department for the financial year 2011-12, 2012-13, 2013-14 and 2014-15 which are disputed by the Company and the matters are lying under appeal with appellate authority.
Note 40: Estimated amount of contracts remaining to be executed on capital accounts and not provided for (net of advances)
| [` in Millions (Mio INR)] | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| Property, plant and equipment | 2,970 | 1,967 |
| Investment properties | 291 | 165 |
Note 41: Advances include dues from directors and officers of the Company - 2
Note 42: Offsetting financial assets and financial liabilities
The Company provides the incentives to selected customers under the terms of the agreements, the amounts payable by the Company are offset against receivables from the customers and only the net amounts are settled. The amounts offset as at March 31, 2019 is Mio INR 1,235 (March 31, 2018: Mio INR 1,036) which is disclosed under note 7(b).
Note 43: Buy-back of shares
During the current year, pursuant to the appropriate approvals, the Company had made an offer for buy back and accordingly bought back 1,027,100 fully paid-up equity shares of the Company at a price of Rs. 21,000 per share for an aggregate amount of Mio INR 21,569 and has extinguished such equity shares. The Company has utilized general reserve amounting to Mio INR 21,559 for the buyback of its shares. In accordance with Section 69 of the Companies Act, 2013, the Company has created a capital redemption reserve amounting to INR 10 Mio, equal to the nominal value of the shares bought back, as an appropriation from the general reserve.
Note 44: Excise duty on sale of products
The Government of India introduced the Goods and Service Tax (GST) with effect from July 01, 2017. GST is collected on behalf of the Government and no economic benefit flows to the entity, consequently revenue for the year ended March 31, 2019 and July 1, 2017 to March 31, 2018 is presented net of GST. Accordingly, the gross sales figures for the year are not comparable with the previous year ended March 31, 2018. Gross sales and net sales (net of excise duty) for these years are mentioned below:
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Sale of products | 117,818 | 113,929 |
| Excise duty | - | (1,821) |
| Sale of products (Net of excise duty) | 117,818 | 112,108 |
Note 39: The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/ accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of accounts.
Note 45: Exceptional item
The Government of India, vide notification No.S-42012/02/2016-SS-II dated March 29, 2018, had increased the maximum amount of gratuity payable to an employee under the Payment of Gratuity (Ammendment) Act, 1972 from rupees ten lakhs to rupees twenty lakhs. The impact of this on past service cost had been disclosed as exceptional item for the year ended March 31, 2018 in the Statement of Profit and Loss.
Note 46: Previous period figures
Previous period's figures have been regrouped/ reclassified, wherever necessary, to conform to current year classification.
Note 47: Rounding off
Amounts mentioned as "0" in the standalone financial statements denote amounts rounded off being less than Rupees one million.
Notes to the financial statements 1 to 47
The accompanying notes are an integral part of these standalone financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP Chartered Accountants
S. Sundaresan Partner
Place: Bengaluru Rajesh Parte
Date: May 21, 2019 Company Secretary & Compliance Officer
For and on behalf of the Board V.K. Viswanathan (DIN: 01782934) Chairman Soumitra Bhattacharya (DIN: 02783243) Managing Director Andreas Wolf (DIN: 07088505) Joint Managing Director Jan-Oliver Röhrl (DIN: 07706011) Executive Director Bhaskar Bhat (DIN: 00148778) Director Bernhard Steinruecke (DIN: 01122939) Director S.V. Ranganath (DIN: 00323799) Director Gopichand Katragadda (DIN: 02475721) Director S.C. Srinivasan (DIN: 02327433) CFO & Whole-time Director
Independent Auditor's Report
To the Members of Bosch Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of BOSCH LIMITED ("the Parent") and its subsidiary (the Parent and its subsidiary together referred to as "the Group") which includes the Group's share of profit in its associate, comprising the Consolidated Balance Sheet as at March 31, 2019, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ('Ind AS'), and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2019, and their consolidated profit, their consolidated total comprehensive income, their consolidated cash flows and their consolidated changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing specified under section 143 (10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibility for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
| Sr. No. | Key Audit Matter | Auditor's Response |
|---|---|---|
| 1 | Revenue recognition under Ind AS 115 Revenue from contracts with Customers - Refer note 32 |
Our principal audit procedures performed, among other procedures, included the following: 1. We performed an understanding of the systems and processes for |
| The Group generates revenue from manufacture and trading in automotive and industrial products. |
recognising revenue when the performance obligations are met. 2. We carried out testing of management's controls over revenue recognition with a focus on those related to the timing of revenue recognition due to impact of Ind AS 115. |
|
| The Group adopted Ind AS 115 Revenue from contracts with customers from April 1, 2018. The Group has identified the performance obligations and assessed the satisfaction of the performance |
3. We performed testing of samples of revenue transactions to confirm the transactions had been appropriately recorded in the income statement and verified the satisfaction of performance obligation to recognise revenue by: |
|
| obligation for the purpose of recognising revenue. |
• analyzing the contract and terms of the sale and determining whether the management has appropriately identified the separate performance obligations and has estimated the costs to complete the contracts, where relevant; |
|
| We consider revenue recognition under the new standard to be a key area of focus for our audit due to : |
• compared the terms with the revenue recorded by management to determine whether the Company's revenue recognition policies had been properly applied and the transaction price has been |
|
| • the existence of large number of contracts |
appropriately determined; and • testing management's calculations and estimates made by the management in providing for estimated losses, if any, on the |
|
| • the contracts are of different types and of customised nature; and |
contracts which are in progress at the year end | |
| • the judgement regarding various matters like completion of performance obligation, etc. |
4. We performed cut-off testing by tracing sample of revenue transactions around the period end to customer acceptance, to ensure performance obligations are met in recognition of revenue, as per the customer contracts. |
|
| 5. We tested the management's calculation of the transition impact in recognising the cumulative effect of applying the new standard at the date of initial application. |
Information Other than the Financial Statements and Auditor's Report Thereon
- The Parent's Board of Directors is responsible for the other information. The other information comprises the information included in the "Financials at a Glance", "Directors' Report including Management Discussion and Analysis", including "Annexures to the Report of Directors" and "Report on Corporate Governance" but does not include the consolidated financial statements and our auditor's report thereon.
- Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
- In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, compare with the financial statements of the subsidiary, and associate, to the extent it relates to these entities and consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. Other information so far as it relates to the subsidiary and associate, is traced from their financial statements audited by us.
- If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management's Responsibility for the Consolidated Financial Statements
The Parent's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes in equity of the Group including its Associate in accordance with the and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group and of its associate are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its associate and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Parent, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group (and of its associate) are responsible for assessing the ability of the Group (and of its associate) to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate or cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associate are also responsible for overseeing the financial reporting process of the Group and of its associate.
Auditor's Responsibility for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Parent has adequate internal financial controls system in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associate to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associate to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
138 | Consolidated Financial Statements | Annual Report 2018-19
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.
We communicate with those charged with governance of the Parent and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
-
As required by Section 143(3) of the Act, based on our audit we report, that:
-
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
- b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books.
- c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.
- d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.
- e) On the basis of the written representations received from the directors of the Parent as on March 31, 2019 taken on record by the Board of Directors of the Company, its subsidiary and its associate incorporated in India, none of the directors of the Group companies, its associate incorporated in India is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.
- f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in "Annexure A" which is based on the auditors' reports of the Parent, subsidiary and associate incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting of those companies.
- g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended,
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Parent to its directors during the year is in accordance with the provisions of section 197 of the Act.
- h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
- i) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group and its associate.
- ii) Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
- iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Parent. There were no amounts required to be transferred to Investor Education and Protection Fund by its subsidiary and associate incorporated in India.
For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No.117366W/W–100018)
S. Sundaresan Partner (Membership No. 25776)
Annexure "A" to the Independent Auditor's Report
(Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub section 3 of Section 143 of the Companies Act, 2013 ("the Act")
In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2019, we have audited the internal financial controls over financial reporting of BOSCH LIMITED (hereinafter referred to as "Parent") its subsidiary and its associate which are companies incorporated in India, as of that date.
Management's Responsibility for Internal Financial Controls
The respective Board of Directors of the Parent, its subsidiary and its associate which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent, its subsidiary and its associate, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Group's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion to the best of our information and according to the explanations given to us, the Parent, its subsidiary and its associate, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the criteria for internal financial control over financial reporting established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No.117366W/W–100018)
S. Sundaresan Partner (Membership No. 25776)
Consolidated Balance Sheet
[` in Millions (Mio INR)]
| Note No. | As at March 31, 2019 |
As at March 31, 2018 |
||
|---|---|---|---|---|
| A | Assets | |||
| 1. | Non-current assets Property, plant and equipment Capital work-in progress Investment properties Investments accounted for using the equity method Financial assets (i) Investments (ii) Loans Deferred tax assets (net) Other non-current assets Total non-current assets |
4(a) 4(b) 5 6 7(a) 7(c) 8 9 |
10,108 6,442 1,649 91 37,991 1,063 4,596 640 62,580 |
11,411 3,132 1,764 88 42,939 1,100 4,905 501 65,840 |
| 2. | Current assets | |||
| Inventories Financial assets (i) Investments (ii) Trade receivables (iii) Cash and cash equivalents |
10 7(a) 7(b) 7(d) |
14,443 2,371 15,675 2,032 |
12,258 9,289 16,156 3,633 |
|
| (iv) Bank balances other than (iii) above (v) Loans (vi) Other financial assets Other current assets Total current assets Total assets (1+2) |
7(e) 7(c) 7(f) 11 |
10,496 4,587 9,087 5,741 64,432 127,012 |
15,246 3,647 9,181 3,937 73,347 139,187 |
|
| B | Equity and Liabilities | |||
| 1. | Equity Equity share capital Other equity (i) Reserves and surplus (ii) Other reserves Total equity |
12(a) 12(b) 12(c) |
295 82,833 8,050 91,178 |
305 92,211 7,210 99,726 |
| 2. | Liabilities Non-current liabilities Financial liabilities (i) Other financial liabilities Provisions Total non-current liabilities Current liabilities |
13(a) 14 |
107 3,416 3,523 |
66 4,204 4,270 |
| Financial liabilities (i) Trade payables total outstanding dues to micro enterprises and small enterprises total outstanding dues of creditors other than micro enterprises and small enterprises (ii) Other financial liabilities Provisions Current tax liabilities (net) Other current liabilities Total current liabilities Total liabilities Total equity and liabilities (1+2) |
13(b) 13(a) 14 15 16 |
619 15,266 5,189 7,175 158 3,904 32,311 35,834 127,012 |
395 19,836 4,237 7,450 906 2,367 35,191 39,461 139,187 |
|
| Summary of significant accounting policies | 2 |
The accompanying notes are an integral part of these consolidated financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP Chartered Accountants
S. Sundaresan Partner
Place: Bengaluru Rajesh Parte
Date: May 21, 2019 Company Secretary & Compliance Officer
V.K. Viswanathan (DIN: 01782934) Chairman Soumitra Bhattacharya (DIN: 02783243) Managing Director Andreas Wolf (DIN: 07088505) Joint Managing Director Jan-Oliver Röhrl (DIN: 07706011) Executive Director Bhaskar Bhat (DIN: 00148778) Director Bernhard Steinruecke (DIN: 01122939) Director S.V. Ranganath (DIN: 00323799) Director Gopichand Katragadda (DIN: 02475721) Director S.C. Srinivasan (DIN: 02327433) CFO & Whole-time Director
For and on behalf of the Board
Consolidated Statement of Profit and Loss
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| Note No. | For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Continuing operations | |||
| Revenue from operations : Sale of products (including excise duty) |
45 | 117,818 | 113,929 |
| Sale of services Other operating revenue |
17 | 2,641 2,120 |
2,685 2,108 |
| 122,579 | 118,722 | ||
| Other income | 18 | 5,953 | 5,118 |
| Total revenue | 128,532 | 123,840 | |
| Expenses : | |||
| Cost of materials consumed | 19 | 29,924 | 27,341 |
| Purchases of stock-in-trade | 20 | 39,680 | 35,278 |
| Changes in inventories of finished goods, work-in-progress and stock-in-trade |
21 | (1,853) | 395 |
| Excise duty | 45 | - | 1,821 |
| Employee benefit expense | 22 | 13,704 | 13,565 |
| Finance costs | 23 | 133 | 33 |
| Depreciation and amortisation expense Other expenses |
24 25 |
4,045 19,489 |
4,672 19,390 |
| Total expenses | 105,122 | 102,495 | |
| Profit before exceptional item and tax | 23,410 | 21,345 | |
| Exceptional item | 46 | - | 939 |
| Profit before tax | 23,410 | 20,406 | |
| Tax expense : | |||
| Current tax | 27 | ||
| (i) for the year | 7,612 | 7,030 | |
| (ii) relating to earlier years | (538) | (14) | |
| Deferred tax charge/ (credit) | 356 | (318) | |
| Total tax expense | 7,430 | 6,698 | |
| Profit after tax | 15,980 | 13,708 | |
| Share of net profit/(loss) of associate accounted for using equity method | 3 | 3 | |
| Profit for the year | 15,983 | 13,711 | |
| Other comprehensive income (OCI) | |||
| Items that will not be reclassified to profit or loss | |||
| Changes in fair value of the equity instruments Income tax relating to above |
12(c) 12(c) & 8 |
862 (22) |
1,248 |
| Remeasurement of post-employment benefit obligations | 12(b) | 238 | 256 |
| Income tax relating to above | 12(b) & 8 | (81) | (89) |
| Other comprehensive income for the year (Net of tax) | 997 | 1,415 | |
| Total comprehensive income for the year | 16,980 | 15,126 | |
| Earnings per share of nominal value of Rs. 10/- each - Basic and Diluted | |||
| from continuing operations Summary of significant accounting policies |
36 2 |
525 | 449 |
| Details of R&D expenses | 26 |
The accompanying notes are an integral part of these consolidated financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP Chartered Accountants
S. Sundaresan Partner
Place: Bengaluru Rajesh Parte
Date: May 21, 2019 Company Secretary & Compliance Officer
V.K. Viswanathan (DIN: 01782934) Chairman Soumitra Bhattacharya (DIN: 02783243) Managing Director Andreas Wolf (DIN: 07088505) Joint Managing Director Jan-Oliver Röhrl (DIN: 07706011) Executive Director Bhaskar Bhat (DIN: 00148778) Director Bernhard Steinruecke (DIN: 01122939) Director S.V. Ranganath (DIN: 00323799) Director Gopichand Katragadda (DIN: 02475721) Director S.C. Srinivasan (DIN: 02327433) CFO & Whole-time Director
For and on behalf of the Board
Consolidated Cash Flow Statement [` in Millions (Mio INR)]
| Note No. | As at March 31, 2019 | As at March 31, 2018 | ||
|---|---|---|---|---|
| A. | Cash flow from operating activities Profit before income tax |
23,410 | 20,406 | |
| Adjustments for : | ||||
| Depreciation and amortisation expense | 24 | 4,045 | 4,672 | |
| Unrealised exchange loss (net) (Profit)/ Loss on sale of property,plant and equipment (net) |
18 | 42 (10) |
13 (32) |
|
| Provision for doubtful debts | 25 | 37 | 492 | |
| Bad debts written off | 25 | 45 | 121 | |
| Provision/ Liabilities no longer required written back Rental income |
17 17 |
(30) (1,043) |
(165) (994) |
|
| Dividend from equity investments designated at FVOCI | 18 | (74) | (71) | |
| Interest income | 18 | (2,769) | (2,720) | |
| Net gain on financial assets measured at FVTPL Amortisation of deferred government grant income |
18 18 |
(3,093) (7) |
(2,185) (55) |
|
| Government grant | 18 | - | (55) | |
| Finance cost | 23 | 89 | 33 | |
| Operating profit before working capital changes | 20,642 | 19,460 | ||
| Changes in working capital: (Increase)/ decrease in inventories |
(2,185) | (454) | ||
| (Increase)/ decrease in trade receivables | 345 | (4,844) | ||
| (Increase)/ decrease in other financial assets (Increase)/ decrease in other current assets |
90 (1,233) |
(104) 374 |
||
| (Increase)/ decrease in loans | 47 | 77 | ||
| (Increase)/ decrease in other non-current assets | (71) | 9 | ||
| (Increase)/ decrease in other bank balances Increase/ (decrease) in trade payables |
0 (4,285) |
(11) 6,676 |
||
| Increase/ (decrease) in other financial liabilities | 784 | 1,538 | ||
| Increase/ (decrease) in provisions Increase/ (decrease) in other current liabilities |
(1,133) 875 |
890 437 |
||
| Net cash generated from operations | 13,876 | 24,048 | ||
| Income taxes paid (net of refunds) | 15 | (7,822) | (6,761) | |
| Net cash from operating activities | 6,054 | 17,287 | ||
| B. | Cash flow from investing activities Additions to property, plant and equipment Additions to investment properties Proceeds from sale of property, plant and equipment Purchase of investments Proceeds from sale of investments Inter corporate deposit given Inter corporate deposit repayment received |
(5,848) (53) 48 (37,750) 53,571 (7,850) 7,900 |
(4,925) (7) 86 (26,705) 17,000 (7,900) 6,800 |
|
| Loan to fellow subsidiaries given Loan to fellow subsidiaries repayment received |
(1,030) 80 |
(1,215) 770 |
||
| Investment in deposit accounts (original maturity of more than 3 months) | (12,000) | (16,850) | ||
| Maturity of deposit accounts (original maturity of more than 3 months) Dividends received |
18 | 16,750 74 |
17,480 71 |
|
| Rental income received | 17 | 1,043 | 994 | |
| Interest received | 2,724 | 2,698 | ||
| Net cash from/ (used in) investing activities | 17,659 | (11,703) | ||
| C. | Cash flow from financing activities Dividends paid Dividend distribution tax Buy Back of shares |
12(b)(v) | (3,052) (627) (21,569) |
(2,736) (559) - |
| Government grant received Interest paid |
18 | - (60) |
55 (6) |
|
| Net cash from/ (used in) financing activities | (25,308) | (3,246) | ||
| Net cash flows during the year (A+B+C) | (1,595) | 2,338 | ||
| Unrealised exchange gain/(loss) on cash and cash equivalents | - | (0) | ||
| Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
3,627 2,032 |
1,289 3,627 |
||
| Cash and cash equivalents as per above comprise of the following | Note No. | As at March 31, 2019 | As at March 31, 2018 | |
| Cash and cash equivalents | 7(d) | 2,032 | 3,633 | |
| Book overdraft | 13(a) | - | (6) | |
| Balance as per statement of cash flows | 2,032 | 3,627 | ||
Notes: (a) Above cash flow statement has been prepared under indirect method in accordance with the Indian Accounting Standard (Ind AS) 7 on "Statement of Cash Flows".
(b) Mutual Fund dividend reinvested has not been considered above as there was no cash inflow/ outflow.
The accompanying notes are an integral part of these consolidated financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP Chartered Accountants
S. Sundaresan Partner
Place: Bengaluru Rajesh Parte
Date: May 21, 2019 Company Secretary & Compliance Officer
For and on behalf of the Board V.K. Viswanathan (DIN: 01782934) Chairman Soumitra Bhattacharya (DIN: 02783243) Managing Director Andreas Wolf (DIN: 07088505) Joint Managing Director Jan-Oliver Röhrl (DIN: 07706011) Executive Director Bhaskar Bhat (DIN: 00148778) Director Bernhard Steinruecke (DIN: 01122939) Director S.V. Ranganath (DIN: 00323799) Director Gopichand Katragadda (DIN: 02475721) Director S.C. Srinivasan (DIN: 02327433) CFO & Whole-time Director
Consolidated Statement of changes in equity
A Equity share capital
| [` in Millions (Mio INR)] | ||
|---|---|---|
| Note No. | Amount | |
| As at April 1, 2017 | 305 | |
| Changes in equity share capital | 13(a) | - |
| As at March 31, 2018 | 305 | |
| Changes in equity share capital | 13(a) & 44 | (10) |
| As at March 31, 2019 | 295 |
B Other equity
| [` in Millions (Mio INR)] | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Reserves and surplus | Other reserves | ||||||||
| Note No. | Capital Reserve |
Share Premium |
Capital Redemption Reserve |
General Reserve |
Retained earnings |
Total | FVOCI - equity instruments |
Total other equity |
|
| Balance at April 1, 2017 | 39 | 8 | 76 | 21,759 | 59,757 | 81,639 | 5,962 | 87,601 | |
| Profit for the year | - | - | - | - | 13,711 | 13,711 | - | 13,711 | |
| Other comprehensive income | - | - | - | - | 167 | 167 | 1,248 | 1,415 | |
| Total comprehensive income | - | - | - | - | 13,878 | 13,878 | 1,248 | 15,126 | |
| for the year | |||||||||
| Dividend | 12(b)(v) | - | - | - | - | (2,747) | (2,747) | - | (2,747) |
| Dividend distribution taxes | 12(b)(v) | - | - | - | - | (559) | (559) | - | (559) |
| - | - | - | - | (3,306) | (3,306) | - | (3,306) | ||
| Balance at March 31, 2018 | 39 | 8 | 76 | 21,759 | 70,329 | 92,211 | 7,210 | 99,421 | |
| Ind AS transition adjustments | (280) | (280) | (280) | ||||||
| Balance at April 1, 2018 | 39 | 8 | 76 | 21,759 | 70,049 | 91,931 | 7,210 | 99,141 | |
| Profit for the year | - | - | - | - | 15,983 | 15,983 | - | 15,983 | |
| Other comprehensive income | - | - | - | - | 157 | 157 | 840 | 997 | |
| Total comprehensive income | - | - | - | - | 16,140 | 16,140 | 840 | 16,980 | |
| for the year | |||||||||
| Buy back of shares | 44 | - | - | 10 | (21,569) | - | (21,559) | - (21,559) | |
| Dividend | 12(b)(v) | - | - | - | - | (3,052) | (3,052) | - | (3,052) |
| Dividend distribution taxes | 12(b)(v) | - | - | - | - | (627) | (627) | - | (627) |
| Balance at March 31, 2019 | 39 | 8 | 86 | 190 | 82,510 | 82,833 | 8,050 | 90,883 |
The accompanying notes are an integral part of these consolidated financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP Chartered Accountants
S. Sundaresan Partner
Place: Bengaluru Rajesh Parte
Date: May 21, 2019 Company Secretary & Compliance Officer
For and on behalf of the Board V.K. Viswanathan (DIN: 01782934) Chairman Soumitra Bhattacharya (DIN: 02783243) Managing Director Jan-Oliver Röhrl (DIN: 07706011) Executive Director Bhaskar Bhat (DIN: 00148778) Director Bernhard Steinruecke (DIN: 01122939) Director S.V. Ranganath (DIN: 00323799) Director Gopichand Katragadda (DIN: 02475721) Director
Andreas Wolf (DIN: 07088505) Joint Managing Director S.C. Srinivasan (DIN: 02327433) CFO & Whole-time Director
Note 1: General Information
Bosch Limited (the "Company") is the flagship company of Robert Bosch Company in India. Headquartered out of Bengaluru, the Company has its key manufacturing facilities in Bengaluru, Nashik, Naganathapura, Jaipur, Goa, Gangaikondan, Chennai and Bidadi. The Company has presence across automotive technology, industrial technology, consumer goods and energy and building technology. It manufactures and trades in products such as diesel and gasoline fuel injection systems, automotive aftermarket products, industrial equipments, packaging machines, electrical power tools, security systems and industrial and consumer energy products and solutions. The Company's shares are listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).
The consolidated financial statements are approved for issue by the Board of Directors on May 21, 2019.
The Company, its subsidiary and its associate (jointly referred to as the "Group" herein under) considered in these consolidated financial statements are mentioned below including the nature of interest:
| Relationship | Name of the Company | Country of Incorporation | % voting power held as at March 31, 2019 |
|---|---|---|---|
| Subsidiary | MICO Trading Private Limited | India | 100 |
| Associate | Newtech Filter India Private Limited | India | 25 |
Note 2: Summary of Significant Accounting Policies
- (a) Basis of preparation:
- (i) Compliance with Ind AS
The Consolidated financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.
(ii) Historical cost convention
The Consolidated financial statement has been prepared on a historical cost basis, except for: - certain financial assets and liabilities (including derivative instruments) that are measured at fair value at the end of each reporting period; and
-
defined benefit plans (plan assets measured at fair value at the end of each reporting period)
-
(iii) The assets and liabilities have been classified as current or non-current as per the Group's normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Group has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.
- (iv) Recent accounting pronouncement
The Ministry of Corporate Affairs (MCA) has notified Ind AS 116 Leases vide its notification dated March 30, 2019. The standard replaces Ind AS 17 Leases. The said notification is effective for annual periods beginning on or after 1 April 2019.
Ind AS 116 introduces a single lease accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Currently operating lease expenses are charged to the statement of Profit and Loss. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17. The standard permits two possible methods of transition i.e., full retrospective and modified retrospective. The Group is proposing to use the 'Modified Retrospective Approach' for transitioning to Ind AS 116, and take the cumulative adjustment to retained earnings, on the date of initial application.
The Group is currently evaluating the requirements of Ind AS 116, and is in the process of determining the impact on the consolidated financial statements.
(b) Basis of consolidation:
In respect of subsidiary company, the financial statements have been consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and unrealised profits / losses on intra-group transactions as per Indian Accounting Standard - Ind AS 110 "Consolidated Financial Statements".
Investment in associate company has been accounted under the equity method as per Indian Accounting Standard (Ind AS) 23 "Investments in Associates and Joint Ventures", whereby the investment is initially recorded at cost, and adjusted thereafter to recognise the Group's share of the post acquisition profits or losses of the investee in profit and loss, and the Group's share of Other Comprehensive Income of the investee in Other Comprehensive Income.
The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances, except in case of depreciation as mentioned in note 41.
(c) Revenue recognition:
The Group recognizes revenue under the core principle to depict the transfer of control to the Group's customers in an amount reflecting the consideration the Group expects to be entitled.
- (i) Sale of products is recognised when the control in the goods are transferred to the buyer which is when the performance obligation is met, based on contract with customers. Revenue is based on price agreed with the customers and are net of returns, trade discounts, cash discounts, sales incentives, goods & service tax, etc. Amounts disclosed as revenue are inclusive of excise duty upto June 30, 2017.(Refer Note 45)
- (ii) Sale of services with respect to fixed price contracts which extend over one accounting period on percentage of completion method and is recognised over the period of contract with the customers. Revenue with respect to time-and-material contracts are recognised at the point of time when control is transferred to customer. Provisions for estimated losses, if any, on contracts which are in progress at the year end are recorded in the period in which such losses become probable based on the expected estimates at the reporting period.
- (iii) Rental income arising from operating lease of investment properties is accounted on accrual basis based on contractual terms with the lessee and is disclosed under other operating revenue in Statement of Profit and Loss.
- (d) Investments and other financial assets:
(i) Classification
The Group classifies its financial assets under the following measurement categories:
-
those to be measured subsequently at fair value through other comprehensive income (FVOCI) or fair value through profit and loss (FVTPL), and
-
those measured at amortised cost.
The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in the Statement of Profit or Loss or Other Comprehensive Income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity instrument at fair value through Other Comprehensive Income.
The Group reclassifies debt investments when and only when its business model for managing those assets changes.
(ii) Initial recognition and measurement
All financial assets are recognised initially at its fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in Statement of Profit or Loss.
(iii) Subsequent measurement
Financial assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost.
Financial assets that are held for collection of contractual cash flows and for selling the financial assets, where the asset's cash flows represent solely payments of principal and interest, are measured at FVOCI. Changes in the fair value of financial assets are recognised in Statement of Other Comprehensive Income. In those cases, there is no subsequent reclassification of fair value gains and losses to Statement of Profit and Loss.
Financial assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on such financial assets that are subsequently measured at FVTPL and is recognised and presented net in the Statement of Profit and Loss within other income in the period in which it arises.
(iv) Impairment of financial assets
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. The Group assesses the expected credit losses associated with its assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 30 details how the Group determines whether there has been a significant increase in credit risk. The losses arising from impairment are recognised in the Statement of Profit or Loss.
For trade receivables only, the group applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
(v) Derecognition of financial assets
The Group derecognises a financial asset when the contractual right to the cash flows from the financial asset expire or it transfers substantially all risk and rewards of ownership of the financial asset. A gain or loss on such financial assets that are subsequently measured at amortised cost is recognised in the Statement of Profit or Loss when the asset is derecognised.
(vi) Income recognition
Interest income
Interest income from financial assets measured at amortised cost is recognised using the effective interest rate method and are disclosed in Statement of Profit and Loss.
Dividends
Dividends from equity instruments are recognised as other income in Statement of Profit and Loss only when the right to receive payment is established.
(e) Property, plant and equipment:
Freehold land is carried at historical cost and other items of property, plant and equipment including capital spares are stated at cost of acquisition or construction less accumulated depreciation when, it is probable that future economic benefits associated with the item will flow to the Group and it can be used for more than one year and the cost can be measured reliably.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it meets the recognition criteria as mentioned above. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to Statement of Profit or Loss during the reporting period in which they are incurred.
Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in Statement of Profit or Loss within other income or expense.
Depreciation on property, plant and equipments is provided using the written down value method. As required under Schedule II to the Companies Act 2013, the Group periodically assesses the estimated useful life of its tangible assets based on the technical evaluation considering anticipated technological changes and actual usage of the assets. The estimated useful life is either equal to or lower than those prescribed under Part C of Schedule II to the Companies Act, 2013.
The estimated useful life for various property, plant and equipments is given below:
| Useful life (in years) |
||
|---|---|---|
| Buildings : | ||
| Residential | : | 59 |
| Factory/ Office | : | 29 |
| Plant and machinery : | ||
| General | : | 6 |
| Data processing equipment : | 3 | |
| Furniture and fixtures | : | 8 |
| Office equipment | : | 5 |
| Vehicles | : | 5 |
In respect of specific assets including second hand plant and machinery, capital spares which are estimated to have a lower residual life than envisaged above, depreciation is provided based on the estimated lower residual life, where required.
Low value assets not exceeding INR 15,000/- per unit and all Research and Development assets (except for Buildings) are depreciated at 100% in the quarter of addition.
In respect of additions, depreciation is provided on pro-rata basis from the quarter of addition and in respect of disposals, the same is provided upto the quarter prior to disposal.
Cost of application software is expensed off on purchase.
(f) Investment properties:
Property that is held for rental income and that is not occupied by the Group, is classified as investment property.
Investment properties are measured initially at cost, including related transaction cost. It is carried at cost less accumulated depreciation. Subsequent expenditure is capitalised to the asset's carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost can be measured reliably. All other repairs and maintenance costs are expensed when incurred. Subsequent to intial recognition, investment properties are measured in accordance with Ind AS 16 Property, Plant and Equipment's requirements for cost model.
Land is carried at historical cost, however, buildings are depreciated using the written down value method over their estimated useful lives as mentioned in 2(e) above.
An investment property is derecognised upon disposal and when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as difference between the net disposal proceeds and the carrying amount of the asset) is included in Statement of Profit or Loss in the period in which the property is derecognised.
(g) Trade receivables:
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment.
(h) Inventories:
Inventories are valued at lower of cost and net realisable value. Cost is generally ascertained on weighted average basis. Cost of raw materials, traded goods and indirect materials include cost of purchase and other costs incurred in bringing the inventories to their present location and condition. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Obsolete/ slow moving inventories are adequately provided for.
- (i) Employee benefits:
- (i) Short term employee benefits:
All employee benefits that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service are classified as short term employee benefits, which include salaries, wages, short term compensated absences and performance incentives and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the Balance Sheet. These are recognised as expenses in the period in which the employee renders the related service.
(ii) Post-employment benefits:
Contributions towards Superannuation Fund, Pension Fund and government administered Provident Fund are treated as defined contribution schemes. In respect of contributions made to government administered Provident Fund, the Group has no further obligations beyond its monthly contributions. Such contributions are recognised as expense in the period in which the employee renders related service.
Provident Fund contributions made to Trusts administered by the Group are treated as defined benefit plan. The interest payable to the members of these Trusts shall not be lower than the statutory rate of interest declared by the Central Government under the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, shall be made good by the Group. The Group also provides for post employment defined benefit in the form of Gratuity. The cost of defined benefit is determined using the projected unit credit method, with actuarial valuation being carried out at each balance sheet date. Actuarial gains and losses in respect of the same are charged to the Other Comprehensive Income (OCI).
(iii) Other long term employee benefits:
All employee benefits other than post-employment benefits and termination benefits, which do not fall due wholly within twelve months after the end of the period in which the employees render the related service, including long term compensated absences, service awards, and ex-gratia are determined based on actuarial valuation carried out at each Balance Sheet date. Estimated liability on account of long term employee benefits is discounted to the present value using the yield on government bonds as the discounting rate for the term of obligations as on the date of the Balance Sheet. Actuarial gains and losses in respect of the same are charged to the Statement of Profit and Loss.
(iv) Termination benefits:
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or when an employee accepts voluntary retirement in exchange of these benefits. The Group recognises termination benefits at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets and involves the payment of termination benefits. The termination benefits are measured based on the number of employees expected to accept the offer in case of voluntary retirement scheme.
(j) Foreign currency transactions:
Items included in the financial statements are measured using the currency of the primary economic environment in which entity operates ('the functional currency'). The financial statements are presented in Indian rupee (INR), which is Group's functional and presentation currency.
Foreign currency transactions are recorded at the rate of exchange prevailing on the date of the transactions. At the year end, all the monetary assets and liabilities denominated in foreign currency are restated at the closing exchange rates. Exchange differences resulting from the settlement of such transactions and from the translation of such monetary assets and liabilities at the year end are recognised in the Statement of Profit and Loss.
(k) Leases:
As a lessee
Leases in which the Group has substantial portion of the risks and rewards of ownership are classified as finance leases. Assets acquired under finance leases are capitalised at the lower of the fair value of the leased assets at the inception of the lease term and the present value of minimum lease payments. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability.
Cost of leasehold land (other than those which will be converted to freehold after a certain period upon satisfying prescribed conditions) is amortised over the lease term.
Leases in which the Group doesn't have substantial portion of the risks and rewards of ownership are classified as operating leases. Payment made under operating leases are charged to Statement of Profit and Loss on a straight line basis.
As a lessor
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return of the net investment outstanding in respect of the leases.
Lease income from operating leases where the Group is a lessor is recognised as income on a straight line basis. The respective leased assets are disclosed as investment properties.
(l) Income tax :
(i) Current tax:
Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the provisions of Income-tax Act, 1961. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis.
(ii) Deferred tax:
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred tax assets are recognised and carried forward only if it is probable that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured at the tax rates that have been enacted or substantively enacted as on the balance sheet date. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax.
Current and deferred tax is recognised in the Statement of Profit and Loss, except to the extent that it relates to items recognised in Other Comprehensive Income. In this case, the tax is also recognised in Other Comprehensive Income.
(m) Impairment of assets:
At each Balance Sheet date, the Group assesses whether there is any indication that an asset may be impaired. If any such indication exists, the Group estimates the recoverable amount. If the carrying amount of the asset exceeds its estimated recoverable amount, an impairment loss is recognised in the Statement of Profit and Loss to the extent the carrying amount exceeds recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purpose of assessing impairment, assets are grouped at the lowest level of which that are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash-generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
(n) Trade and other payables:
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year
which are unpaid. The amounts are unsecured and are usually paid as per payment terms. They are recognised initially at their fair value and subsequently measured at amortised cost.
(o) Borrowings:
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost using effective interest method.
(p) Provisions and Contingent Liabilities:
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate to determine the present value is a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
(q) Government grants:
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.
Government grants relating to the purchase of property, plant and equipment are deducted while calculating the carrying amount of the asset resulting in reduced depreciation over the life of property, plant and equipment.
(r) Cash and cash equivalents:
Cash and cash equivalents includes cash and cheques on hand, current accounts and fixed deposits accounts with banks with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(s) Derivatives and hedging activities:
The Group uses derivative financial instruments such as forward exchange contracts and currency option contracts to hedge its risks associated with foreign currency fluctuations. Such derivative contracts are not designated as hedges and are accounted for at Fair Value through Profit and Loss.
(t) Embedded derivatives:
Derivatives embedded in a host contract that is an asset within the scope of Ind AS 109 Financial Instruments are not separated. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Derivatives embedded in all other host contract are separated only if the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host and are measured at fair value through profit or loss. Embedded derivatives closely related to host contracts are not separated.
(u) Discontinued operation:
A discontinued operation is a component of the entity that has been disposed and that represents a separate line of business. The results of discontinued operation is presented separately in the Statement of Profit and Loss.
(v) Earning per share (basic and diluted):
Earning per share is calculated by dividing the profit attributable to owners of the Group by the weighted average number of equity shares outstanding during the financial year.
(w) Segment Reporting
Segment reporting is based on the management approach with regard to segment identification, under which information regularly provided to the chief operating decision maker (CODM) for decision-making purposes is considered decisive. The executive directors are the chief operating decision maker of the Group, who assess the financial position, performance and make strategic decisions.
Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment. Inter-segment revenue have been accounted for based on the transaction price agreed to between segments which is primarily market based. Revenue and expenses, which relate to the Group as a whole
and are not allocable to segments on a reasonable basis, have been included under "Unallocated corporate expenses/ income".
Note 3: Critical estimates and judgements
The preparation of financial statements in accordance with Ind AS requires that assumptions and estimates be made for some line items. This note provides the areas that involve a higher degree of judgement or complexity.
(a) Estimation of current tax expense and payable - Note 27
Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the provisions of Income tax Act, 1961. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. The recognition of deferred tax assets is premised on their future recoverability being probable.
(b) Estimation of defined benefit obligation - Note 28
Employee benefit obligations are measured using actuarial methods. This requires various assumptions, including with respect to salary trends, attrition rate, discounting factor, etc.
(c) Estimation of provision for warranty claims - Note 14
Warranty estimates are established using historical information on the nature, frequency and average cost of warranty claims and also management estimates regarding possible future outflow on servicing the customers for any corrective action in respect of product failure which is generally expected to be settled within a period of 1 to 3 years.
| [` in Millions (Mio INR)] | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Gross Block | Depreciation | Net Block | ||||||||
| Particulars | As at April 1, 2018 |
Additions | Deductions / Adjustments |
As at March 31, 2019 |
As at April 1, 2018 | For the year | Deductions / Adjustments |
As at March 31, 2019 |
As at March 31, 2019 |
As at March 31, 2018 |
| Land - Freehold | 189 | - | - | 189 | - | - | - | - | 189 | 189 |
| (92) | (97) | (-) | (189) | (-) | (-) | (-) | (-) | (189) | (92) | |
| - Leasehold | 1,653 | - | - | 1,653 | 30 | 10 | - | 40 | 1,613 | 1,623 |
| (1,653) | (-) | (-) | (1,653) | (20) | (10) | (-) | (30) | (1,623) | (1,633) | |
| Buildings [refer note | 4,638 | 87 | 0 | 4,725 | 1,193 | 354 | 0 | 1,547 | 3,179 | 3,445 |
| (a) below] | (4,619) | (24) | (5) | (4,638) | (806) | (388) | (1) | (1,193) | (3,445) | (3,813) |
| Buildings - R & D* | 26 | - | - | 26 | 3 | 2 | - | 5 | 21 | 23 |
| (20) | (6) | (-) | (26) | (1) | (2) | (-) | (3) | (23) | (19) | |
| Plant and machinery [refer note (d) below] |
16,576 (14,508) |
2,136 (2,271) |
258 | 18,455 (203) (16,576) (7,214) (3,681) (158) (10,737) |
10,737 | 3,099 | 225 | 13,611 | 4,844 (5,839) |
5,839 (7,294) |
| Plant and machinery - | 571 | 230 | - | 801 | 571 | 230 | - | 801 | - | - |
| R & D* | (362) | (209) | (-) | (571) | (362) | (209) | (-) | (571) | (-) | (-) |
| Office equipment | 182 | 30 | 2 | 210 | 136 | 28 | 2 | 162 | 49 | 46 |
| (164) | (22) | (4) | (182) | (103) | (36) | (3) | (136) | (46) | (61) | |
| Office equipment - | 8 | 1 | - | 9 | 8 | 1 | - | 9 | - | - |
| R & D* | (3) | (5) | (-) | (8) | (3) | (5) | (-) | (8) | (-) | (-) |
| Furniture and fixtures | 240 | 35 | 2 | 272 | 147 | 52 | 2 | 197 | 75 | 93 |
| (209) | (37) | (6) | (240) | (102) | (48) | (3) | (147) | (93) | (107) | |
| Furniture and fixtures - | 9 | 8 | - | 17 | 9 | 8 | - | 17 | - | - |
| R & D* | (5) | (4) | (-) | (9) | (5) | (4) | (-) | (9) | (-) | (-) |
| Vehicles | 404 | 85 | 20 | 469 | 251 | 93 | 15 | 329 | 140 | 153 |
| (331) | (82) | (9) | (404) | (156) | (103) | (8) | (251) | (153) | (175) | |
| Vehicles - R & D* | 1 | - | - | 1 | 1 | - | - | 1 | - | - |
| (2) | (-) | (1) | (1) | (2) | (0) | (1) | (1) | (-) | (-) | |
| Total | 24,497 (21,968) |
2,612 (2,757) |
282 | 26,827 (228) (24,497) (8,774) (4,486) (174) (13,086) |
13,086 | 3,878 | 244 | 16,719 | 10,108 (11,411) (13,194) |
11,411 |
Note 4 (a) : Property, plant and equipment
Note 4 (b) : Capital work in progress 6,442 3,132
(3,132) (1,289)
* Relating to certain DSIR approved R&D facilities, considered eligible for Income tax benefit.
(a) Buildings include Mio INR 0 (2017-18: Mio INR 0) being the value of shares in co-operative housing societies.
- (b) Plant and machinery includes capital spares capitalised.
- (c) Capital work-in-progress mainly comprises plant and machinery and building under construction.
- (d) Refer note 39 for disclosure of contractual commitment for the acquisition of property, plant and equipment.
(e) Figures in brackets relate to previous year.
Note 5 : Investment properties
| As at March 31, 2019 |
As at March 31, 2018 |
|
|---|---|---|
| Gross carrying amount | ||
| Opening gross carrying amount | 2,160 | 2,079 |
| Additions | 4 | 81 |
| Closing gross carrying amount | 2,164 | 2,160 |
| Accumulated depreciation Opening accumulated depreciation Depreciation charge |
451 168 |
265 186 |
| Closing accumulated depreciation | 619 | 451 |
| Opening Capital work-in-progress Closing Capital work-in-progress |
55 104 |
129 55 |
| 1,649 | 1,764 |
(i) Amounts recognised in Statement of Profit and Loss for investment properties
[` in Millions (Mio INR)] For the year ended March 31, 2019 For the year ended March 31, 2018 Rental income 1,043 994 Direct operating expenses from property that generated rental income (33) (30) Profit from investment properties before depreciation 1,010 964 Depreciation charge (168) (186) Profit from investment properties 842 778
(ii) Contractual obligations: Refer note no 39 for disclosure of contractual obligations relating to investment properties.
(iii) Fair value of investment properties:
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Land | 10,158 | 9,649 |
| Building | 5,896 | 5,953 |
| 16,054 | 15,602 |
Note 6 : Investments Accounted for using the equity method
As at March 31, 2019 2018 Unquoted equity investments valued at cost Associate (also a fellow subsidiary): Newtech Filter India Private Limited, equity shares of Rs.10/- each fully paid 175 175 Less: Share of profit/ (loss) for earlier years in Associate (87) (90) Add: Share of profit/ (loss) for current year in Associate 3 3 91 88
[` in Millions (Mio INR)]
Note 7 (a) : Investments
| As at March 31, 2019 | As at March 31, 2018 | ||
|---|---|---|---|
| Current | Non-Current | Current | Non-Current |
| - | 8,101 | - | 7,242 |
| - | 5,212 | - | 5,212 |
| - | 5 | - | 5 |
| 2,371 | 24,673 | 9,289 | 30,480 |
| 2,371 | 37,991 | 9,289 | 42,939 |
| 2,371 - - |
37,986 5 - |
9,289 - - |
43,478 5 - |
Note 7 (b) : Trade receivables
| As at March 31, 2019 |
As at March 31, 2018 |
|
|---|---|---|
| Trade receivables - Related parties [refer note (a) below and note 33] - Others Less: Allowance for credit losses |
2,304 14,598 (1,227) 15,675 |
2,339 15,007 (1,190) 16,156 |
| (a) Includes dues from private companies where directors are interested |
1,067 | 374 |
Details of secured and unsecured
| As at March 31, As at March 31, 2019 2018 |
|
|---|---|
| Secured, considered good - |
- |
| Unsecured, considered good 15,675 16,156 |
|
| Increase in credit risk 513 |
484 |
| Credit impaired 714 |
706 |
| Total 16,902 17,346 |
|
| Allowance for credit losses (1,227) (1,190) |
|
| Total trade receivables 15,675 16,156 |
Note 7 (c) : Loans
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| As at March 31, 2019 | As at March 31, 2018 | |||
| Current | Non-Current | Current | Non-Current | |
| Unsecured, considered good | ||||
| Loan to fellow subsidiaries (refer note 33) | 4,455 | 500 | 3,505 | 500 |
| Loan to directors (refer note 33) | 0 | 2 | 0 | 2 |
| Loan to employees | 132 | 227 | 142 | 259 |
| Security deposits | - | 334 | - | 339 |
| 4,587 | 1,063 | 3,647 | 1,100 |
Note 7 (d) : Cash and cash equivalents
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Balances with banks | ||
| - in current accounts | 360 | 237 |
| - in EEFC accounts | 17 | - |
| - deposit accounts with original maturity of less than 3 months | 1,647 | 3,133 |
| Cash on hand | 0 | 0 |
| Cheques on hand | 8 | 263 |
| 2,032 | 3,633 |
Note 7 (e) : Other bank balances
| As at March 31, 2019 |
As at March 31, 2018 |
|
|---|---|---|
| Deposit accounts (maturity less than 12 months) | 10,451 | 15,201 |
| Unpaid dividend accounts | 45 | 45 |
| 10,496 | 15,246 |
Note 7 (f) : Other financial assets [` in Millions (Mio INR)]
As at March 31, 2019 Current 2018 Current Inter-corporate deposit 7,850 7,900 Interest accrued on financial assets at amortised cost 850 804 Others (include non-trade receivables, etc.) 387 477 9,087 9,181
Note 8 : Deferred tax assets
As at March 31, 2019 2018 Difference between books and Income tax written down value (WDV) of depreciable property, plant and equipment and intangible assets 3,106 3,049 Expenses allowable for tax purposes when paid and other timing differences 1,490 1,856 4,596 4,905
[` in Millions (Mio INR)]
Movement in deferred tax assets
| WDV of depreciable property, plant and equipment |
Expenses allowable on payment basis |
Total | |
|---|---|---|---|
| As at April 1, 2017 | 2,808 | 1,868 | 4,676 |
| (Charged)/ Credited | |||
| - to Statement of Profit and Loss | 241 | 77 | 318 |
| - to Other Comprehensive Income | - | (89) | (89) |
| As at March 31, 2018 | 3,049 | 1,856 | 4,905 |
| Ind AS 115 transition adjustments (refer note 32) | - | 150 | 150 |
| As at April 1, 2018 (refer note 32) | 3,049 | 2,006 | 5,055 |
| (Charged)/ Credited | |||
| - to Statement of Profit and Loss | 57 | (413) | (356) |
| - to Other Comprehensive Income | - | (103) | (103) |
| As at March 31, 2019 | 3,106 | 1,491 | 4,596 |
Note 9 : Other non-current assets
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Capital advances | 480 | 412 |
| Security deposits | 93 | 89 |
| Deferred contract costs [refer note (a) below] | 67 | - |
| 640 | 501 |
(a) Deferred contract costs are upfront costs incurred for the contract and are amortized over the term of the contract
Note 10 : Inventories
(at lower of cost and net realisable value)
| As at March 31, 2019 |
As at March 31, 2018 |
|
|---|---|---|
| Raw materials | 3,240 | 2,854 |
| Work-in-progress | 1,489 | 1,329 |
| Finished goods | 3,910 | 2,603 |
| Stock-in-trade | 5,209 | 4,823 |
| Stores and spares | 228 | 184 |
| Loose tools | 367 | 465 |
| 14,443 | 12,258 |
(a) Inventories include the following as goods-in-transit
[` in Millions (Mio INR)]
[` in Millions (Mio INR)]
| As at March 31, 2019 |
As at March 31, 2018 |
|
|---|---|---|
| Raw materials | 474 | 986 |
| Stock-in-trade | 1,463 | 1,512 |
| Loose tools | 3 | 0 |
| 1,940 | 2,498 |
(b) Amount of inventories recognised as an expense/(income) is Mio INR (208) [2017-18 Mio INR 36].
(c) Write-down/(reversal of write-down of earlier year) of the inventories to net realisable value amounted to Mio INR 79 [2017-18 Mio INR 14]. These were recognised as an expense during the year and included in Note 21 in the Statement of Profit and Loss.
Note 11 : Other current assets
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Balance with customs, excise and sales tax authorities, etc. | 488 | 584 |
| Deferred expense | 87 | 97 |
| Contract assets (refer note 32) | 1,783 | - |
| Deferred contract costs [ refer note 9 (a) ] | 30 | - |
| Others (include vendor advances, claims receivable, etc.) | 3,353 | 3,256 |
| 5,741 | 3,937 |
Note 12 : Equity share capital and other equity
Note 12(a) : Equity Share capital
Authorised equity share capital
| No of shares | Amount | |
|---|---|---|
| As at April 1, 2017 | 38,051,460 | 381 |
| Increase during the year | - | - |
| As at March 31, 2018 | 38,051,460 | 381 |
| Increase during the year | - | - |
| As at March 31, 2019 | 38,051,460 | 381 |
(i) Movements in equity share capital (issued, subscribed and fully paid up) (with voting rights):
| [` in Millions (Mio INR)] | ||
|---|---|---|
| No of shares | Amount | |
| As at April 1, 2017 | 30,520,740 | 305 |
| Increase/ (decrease) during the year | - | - |
| As at March 31, 2018 | 30,520,740 | 305 |
| Increase/ (decrease) during the year (refer note 44) | (1,027,100) | (10) |
| As at March 31, 2019 | 29,493,640 | 295 |
Rights, preferences and restrictions attached to shares:
The Equity shares of the Company, having face value of Rs. 10/- per share, rank pari passu in all respects including voting rights, entitlement to dividend and share in the proceeds of winding up of the Company in proportion to the number of and amounts paid on the shares held.
(ii) Equity shares held by the holding company and subsidiary of the holding company (with voting rights):
[` in Millions (Mio INR)]
[` in Millions (Mio INR)]
| As at March 31, 2019 | As at March 31, 2018 | |||||
|---|---|---|---|---|---|---|
| No of shares | Amount No of shares |
Amount | ||||
| Robert Bosch GmbH, Federal Republic of Germany, the Holding company (also the Ultimate Holding company) |
20,351,224 | 204 | 21,058,705 | 211 | ||
| Robert Bosch Engineeering and Business Solutions Private Ltd., India, subsidiary of Holding company |
454,000 | 5 | 454,000 | 5 |
(iii) Details of Equity shares held by shareholders holding more than 5% of the aggregate equity shares in the Company (with voting rights):
| As at March 31, 2019 | As at March 31, 2018 | ||||
|---|---|---|---|---|---|
| No of shares | Shareholding % |
No of shares | Shareholding % |
||
| Robert Bosch GmbH, Federal Republic of Germany, the Holding company (also the Ultimate Holding company) |
20,351,224 | 69.00% | 21,058,705 | 68.99% |
- (iv) There are no shares reserved for issue under options and contracts/ commitments. Further, there are no shares that have been allotted during last 5 years pursuant to a contract without payment being received in cash, or by way of bonus shares.
- (v) The Company has bought back 1,027,100 shares during the year ended March 31, 2019 at buy-back price determined at Rs.21,000/- per share which was approved by the board of directors and shareholders of the Company. Shares bought back during the period of five years immediately preceding the reporting date:
| As at March | As at March | As at March | |
|---|---|---|---|
| 31, 2019 | 31, 2018 | 31, 2017 | |
| Number of equity shares bought back by the Company (refer note 44) | 1,027,100 | - | 878,160 |
Note 12(b) : Reserves and surplus
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Capital reserve [refer note (i)] | 39 | 39 |
| Share premium [refer note (ii)] | 8 | 8 |
| Capital redemption reserve [refer note (iii)] | 86 | 76 |
| General reserve [refer note (iv)] | 190 | 21,759 |
| Retained earnings [refer note (v)] | 82,510 | 70,329 |
| 82,833 | 92,211 |
(i) Capital reserve
| As at March 31, 2019 |
As at March 31, 2018 |
|
|---|---|---|
| Opening balance Additions/(deletions) during the year |
39 - |
39 - |
| Closing balance | 39 | 39 |
[` in Millions (Mio INR)]
(ii) Share premium
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Opening balance | 8 | 8 |
| Additions/(deletions) during the year | - | - |
| Closing balance | 8 | 8 |
(iii) Capital redemption reserve
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Opening balance | 76 | 76 |
| Additions/(deletions) during the year | 10 | - |
| Closing balance | 86 | 76 |
(iv) General reserve
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Opening balance | 21,759 | 21,759 |
| Less: Utilisation for buy back of shares | (21,559) | - |
| Less: Transfer to capital redemption reserve (refer note 44) | (10) | - |
| Closing balance | 190 | 21,759 |
(v) Retained earnings
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Closing balance of previous year | 70,329 | 59,757 |
| Impact of transition to Ind AS 115, net of taxes (refer note 32) | (280) | - |
| Opening balance | 70,049 | 59,757 |
| Net profit for the year | 15,983 | 13,711 |
| Dividends (refer note no. 31(b)(i)) | (3,052) | (2,747) |
| Dividend distribution taxes | (627) | (559) |
| Items of other comprehensive income recognised directly in retained earnings | ||
| - Remeasurement of post-employment benefit obligations, net of tax | 157 | 167 |
| Closing balance | 82,510 | 70,329 |
Note 12(c) : Other reserves
| [` in Millions (Mio INR)] | ||
|---|---|---|
| FVOCI - Equity Instruments |
Total other reserves |
|
| As at April 1, 2017 | 5,962 | 5,962 |
| Change in fair value of FVOCI equity instruments | 1,248 | 1,248 |
| As at March 31, 2018 | 7,210 | 7,210 |
| Change in fair value of FVOCI equity instruments | 840 | 840 |
| As at March 31, 2019 | 8,050 | 8,050 |
Note 13(a) : Other financial liabilities
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| As at March 31, 2019 | As at March 31, 2018 | |||
| Current | Non-Current | Current | Non-Current | |
| Unpaid dividend [refer note (a) below] | 45 | - | 45 | - |
| Book overdraft | - | - | 6 | - |
| Capital creditors | 481 | - | 347 | - |
| Other payables (includes employee dues, derivative | 4,663 | 107 | 3,839 | 66 |
| liabilities, etc.) | ||||
| 5,189 | 107 | 4,237 | 66 |
(a) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the year end.
Note 13(b) : Trade payables
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Trade payables - Dues of Micro Enterprises and Small Enterprises [refer note (a) below] - Dues of creditors other than micro enterprises and small enterprises |
619 | 395 |
| - Related parties (refer note 34) - Others |
8,250 7,016 |
11,880 7,956 |
| 15,266 | 19,836 | |
| 15,885 | 20,231 |
(a) Disclosure under Micro, Small and Medium Enterprises Development Act, 2006.
| As at March 31, 2019 and for the year ended March 31, 2019 |
As at March 31, 2018 and for the year ended March 31, 2018 |
||
|---|---|---|---|
| (i) | Principal amount remaining unpaid to any supplier as at the end of the accounting year |
619 | 395 |
| (ii) | Interest due thereon remaining unpaid to any supplier as at the end of the accounting year |
11 | 5 |
| (iii) | The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day |
- | - |
| (iv) | The amount of interest due and payable for the year | 19 | 22 |
| (v) | The amount of interest accrued and remaining unpaid at the end of the | 113 | 83 |
| accounting year | |||
| (vi) | The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid |
10 | 13 |
The Company has identified small enterprises and micro enterprises, as defined under the MSMED Act by requesting confirmation from vendors to the letters circularised by the Company.
Note 14 : Provisions
| [` in Millions (Mio INR)] | |||||
|---|---|---|---|---|---|
| As at March 31, 2019 | As at March 31, 2018 | ||||
| Current | Non-Current | Current | Non-Current | ||
| Provision for employee benefits | 2,261 | 3,400 | 2,566 | 4,188 | |
| Trade demand and others [refer note (a) below] | 3,753 | 16 | 3,541 | 16 | |
| Warranty [refer note (a) below] | 1,161 | - | 1,343 | - | |
| 7,175 | 3,416 | 7,450 | 4,204 |
(a) Disclosure under Indian Accounting Standard (Ind AS) 37 on "Provisions, Contingent Liabilities and Contingent Assets" :
[` in Millions (Mio INR)]
| Description | As at March 31, 2018 |
Ind AS 115 transition adjustments (Refer note 32) |
As at April 1, 2018 |
Additions during the year |
Utilised/ reversed during the year |
As at March 31, 2019 |
|---|---|---|---|---|---|---|
| Trade demand and others [refer note (i) and | 3,557 | 339 | 3,896 | 2,106 | 2,233 | 3,769 |
| (ii) below] | (3,471) | (-) | (3,471) | (2,215) | (2,129) | (3,557) |
| Warranty [refer note (i) and (ii) below] | 1,343 | - | 1,343 | 420 | 602 | 1,161 |
| (1,155) | (-) | (1,155) | (757) | (569) | (1,343) |
- (i) Nature of the provision has not been given on the grounds that it can be expected to prejudice the interests of the Company. Due to the very nature of such provisions, it is not possible to estimate the timing/ uncertainties relating to their outflows.
- (ii) Figures in brackets relate to previous year.
Note 15 : Current tax liabilities
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Opening balance Add: Provision for tax (including earlier years) Less: Taxes paid (net of refund) |
906 7,074 (7,822) |
651 7,016 (6,761) |
| Closing balance (net of advance tax of Mio INR 28,643 (March 31, 2018: Mio INR 25,941)) |
158 | 906 |
Note 16 : Other current liabilities
| [` in Millions (Mio INR)] | ||
|---|---|---|
| As at March 31, 2019 |
As at March 31, 2018 |
|
| Statutory dues Deferred income Indirect taxes |
1,125 - 359 |
1,171 67 483 |
| Contract liabilities (refer note 32) | 1,805 | - |
| Others (advance from customers,etc.) | 615 | 646 |
| 3,904 | 2,367 |
Note 17 : Other operating revenue
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
|---|---|---|
| Scrap sales | 167 | 162 |
| Export incentives | 391 | 350 |
| Provision/ liabilities no longer required written back | 30 | 165 |
| Rental income | 1,043 | 994 |
| Miscellaneous income | 489 | 437 |
| 2,120 | 2,108 |
[` in Millions (Mio INR)]
Note 18 : Other income
| [` in Millions (Mio INR)] | ||
|---|---|---|
| --------------------------- | -- | -- |
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
|---|---|---|
| Interest income | ||
| - Bank and inter corporate deposits | 1,802 | 1,697 |
| - Loans to related parties | 365 | 330 |
| - On financial assets at amortised cost | 418 | 418 |
| - Others | 184 | 275 |
| Government grant (refer note (a) below) | - | 55 |
| Amortisation of deferred government grant income | 7 | 55 |
| Dividend from equity investments designated at FVOCI | 74 | 71 |
| Net gain on financial assets measured at FVTPL | 3,093 | 2,185 |
| Profit on sale of property, plant and equipment (net) | 10 | 32 |
| 5,953 | 5,118 |
(a) Government grant represents subsidy received/ accrued during the year ended March 31, 2018 under the Package Scheme of Incentives, 2001 from the Government of Maharashtra.
Note 19 : Cost of materials consumed
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Raw materials consumed | 30,211 | 27,555 |
| Less: Issues capitalised | (287) | (214) |
| 29,924 | 27,341 |
Note 20 : Purchases of stock-in-trade
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
|---|---|---|
| Purchase of goods | 39,680 | 35,278 |
| 39,680 | 35,278 |
Note 21 : Changes in inventories of finished goods, work-in-progress and stock-in-trade
| [` in Millions (Mio INR) | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Opening stock | ||
| Finished goods | 2,603 | 3,939 |
| Work-in-progress | 1,329 | 958 |
| Stock-in-trade | 4,823 | 4,253 |
| Closing stock | ||
| Finished goods | 3,910 | 2,603 |
| Work-in-progress | 1,489 | 1,329 |
| Stock-in-trade | 5,209 | 4,823 |
| (1,853) | 395 |
Note 22 : Employee benefit expense
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
|---|---|---|
| Salaries, wages, bonus etc. | 11,706 | 11,946 |
| Contributions to provident and other funds [refer note 29] | 967 | 839 |
| Staff welfare | 1,031 | 780 |
| 13,704 | 13,565 |
Note 23 : Finance costs
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
|---|---|---|
| Interest expense | ||
| - others | 89 | 33 |
| Net interest on defined benefit liability | 44 | 0 |
| 133 | 33 |
[` in Millions (Mio INR)]
[` in Millions (Mio INR)]
Note 24 : Depreciation and amortisation expense
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Depreciation of property, plant and equipment [refer note 4(a)] | 3,877 | 4,486 |
| Depreciation on investment properties [refer note 5] | 168 | 186 |
| 4,045 | 4,672 |
Note 25 : Other expenses
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Consumption of stores and spares | 1,040 | 338 |
| Consumption of tools | 1,584 | 2,458 |
| Power and fuel | 1,116 | 1,097 |
| Repairs to plant and machinery | 1,022 | 899 |
| Repairs to building | 531 | 538 |
| Royalty and technical service fee | 2,208 | 2,131 |
| Rent [refer note 34] | 547 | 804 |
| Rates and taxes | 101 | 182 |
| Insurance | 100 | 144 |
| Expenditure towards Corporate Social Responsibility [refer note (a) below] | 353 | 363 |
| Packing, freight and forwarding | 2,061 | 1,974 |
| Warranty and service expenses | 100 | 494 |
| Travelling and conveyance | 1,310 | 1,071 |
| Professional and consultancy charges | 1,637 | 1,823 |
| Advertisement and sales promotion expenses | 648 | 460 |
| Miscellaneous manufacturing expenses | 2,369 | 1,563 |
| Computer expenses | 1,136 | 920 |
| Miscellaneous expenses [refer note (b) below] | 1,900 | 2,314 |
| Less: Expenses capitalised | (274) | (183) |
| 19,489 | 19,390 |
(a) Expenditure towards Corporate Social Responsibility :
-
Gross amount required to be spent by the Company during the year is Mio INR 353 (2017-18 Mio INR 363).
-
Amount spent during the year is Mio INR 353 (2017-18 Mio INR 363).
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Sr. No. | Particulars | In cash | Yet to be paid in cash | Total |
| (i) | Construction/acquisition of any asset | - | - | - |
| (-) | (-) | (-) | ||
| (ii) | On purposes other than (i) above | 287 | 66 | 353 |
| (256) | (107) | (363) | ||
-
Total amount paid during the year Mio INR 394 includes Mio INR 107 relating to previous year.
-
Figures in brackets relate to previous year.
(b) Miscellaneous expenses include :
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
||
| (i) | Remuneration to auditors (excluding indirect tax): | ||
| Statutory audit fee | 8 | 8 | |
| Tax audit fees | 1 | 1 | |
| Other services | 2 | 2 | |
| Reimbursement of expenses | - | 0 | |
| (ii) | Provision for doubtful debts (net) | 37 | 492 |
| (iii) | Bad debts written off | 45 | 121 |
| (iv) | Exchange loss [including exchange gain of Mio INR 45 (2017-18: Mio INR 80) on account of mark-to-market valuation of outstanding forward and option contracts] |
364 | 301 |
Note 26 : R & D expenses *
[` in Millions (Mio INR)]
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
|---|---|---|
| R & D Expenses : | ||
| Cost of materials consumed | 91 | 109 |
| Employee benefit expenses | 1,014 | 888 |
| Other expenses | 1,747 | 1,190 |
| 2,852 | 2,187 |
* Relating to certain DSIR approved R & D facilities, considered eligible for Income tax benefit.
Note 27: Income tax expense
This note provides an analysis of the Group's income tax expense, showing how the tax expense is affected by non-assessable and non-deductible items.
(a) Income tax expense
| [` in Millions (Mio INR)] | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| Current tax Current tax on profits for the year Adjustments for current tax of prior periods Total current tax expenses |
7,612 (538) 7,074 |
7,030 (14) 7,016 |
| Deferred tax Decrease/ (Increase) in deferred tax assets Total deferred tax expenses/(benefit) Income tax expense |
356 356 7,430 |
(318) (318) 6,698 |
(b) Reconciliation of tax expenses and the accounting profit multiplied by tax rate:
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| March 31, 2019 | March 31, 2018 | ||
| Profit before income tax expense | 23,410 | 20,406 | |
| 23,410 | 20,406 | ||
| Tax at the Indian tax rate of 34.944% (2017-18: 34.608%) | 8,181 | 7,062 | |
| Effect of non-deductible expense | 233 | 513 | |
| Effect of exempt other income/ weighted deduction | (446) | (911) | |
| Adjustments for current tax of prior periods | (538) | (14) | |
| Effect due to difference in future tax rate for deferred tax | - | 48 | |
| Income tax expense | 7,430 | 6,698 |
Note 28: Employee Retirement Benefits:
Disclosure on Retirement Benefits as required in Indian Accounting Standard (Ind AS) 19 on "Employee Benefits" are given below:
(a) Post Employment Benefit - Defined Contribution Plans
The Group has recognised an amount of Mio INR 342* (2017-18: Mio INR 321* ) as expense under the defined contribution plans in the Statement of Profit and Loss.
(b) Post Employment Benefit - Defined Benefit Plans
The Group makes annual contributions to the Bosch Employees' Gratuity Fund and makes monthly contributions to Bosch Employees (Bangalore) Provident Fund Trust and Bosch Workmen's (Nashik) Provident Fund Trust, funded defined benefit plans for qualifying employees. The Gratuity Scheme provides for lumpsum payment to vested employees at retirement/death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs only upon completion of five years of service, except in case of death or permanent disability.
The Provident Fund Scheme provides for lumpsum payment/transfer to the member employees at retirement/ death while in employment or on termination of employment of an amount equivalent to the credit standing in his account maintained by the Trusts. The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at each balance sheet date.
(c) Total expense recognised in the statement of profit and loss
| [` in Millions (Mio INR)] | |||||
|---|---|---|---|---|---|
| Provident Fund | Gratuity | ||||
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | ||
| Current service cost* | 392 | 357 | 233 | 161 | |
| Past service cost | - | - | - | 939 | |
| Net interest cost | |||||
| a. Interest expense on defined benefit obligation (DBO) | 799 | 649 | 368 | 283 | |
| b. Interest (income) on plan assets | (799) | (649) | (324) | (283) | |
| c. Total net interest cost | - | - | 44 | 0 | |
| Defined benefit cost included in Statement of Profit and Loss | 392 | 357 | 277 | 1,100 |
* Total charge recognised in Statement of Profit and Loss is Mio INR 967 (2017-18: Mio INR 839) [Refer note no 23].
(d) Remeasurement effects recognised in other comprehensive income (OCI)
| Gratuity | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| a. Actuarial (gain)/ loss due to financial assumption changes in DBO | 66 | (163) |
| b. Actuarial (gain)/ loss due to experience on DBO | (249) | (162) |
| c. Return on plan assets (greater)/ less than discount rate | (55) | 69 |
| Total actuarial (gain)/ loss included in OCI | (238) | (256) |
| [` in Millions (Mio INR)] | ||
|---|---|---|
| Provident Fund | ||
| March 31, 2019 | March 31, 2018 | |
| a. Actuarial (gain)/ loss on liability | (134) | 527 |
| b. Actuarial (gain)/ loss on plan assets | 134 | (527) |
| Total actuarial (gain)/ loss included in OCI | - | - |
(e) Total cost recognised in comprehensive income
| [` in Millions (Mio INR)] | |||||
|---|---|---|---|---|---|
| Provident Fund | Gratuity | ||||
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | ||
| Cost recognised in Statement of Profit and Loss | 392 | 357 | 277 | 1,100 | |
| Remeasurements effects recognised in OCI | - | - | (238) | (256) | |
| Total cost recognised in Comprehensive Income | 392 | 357 | 40 | 844 |
(f) Change in defined benefit obligation
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| Gratuity | |||
| March 31, 2019 | March 31, 2018 | ||
| Defined benefit obligation as at the beginning of the year | 4,886 | 3,996 | |
| Service cost | 233 | 1,100 | |
| Interest cost | 368 | 283 | |
| Benefit payments from plan assets | (246) | (168) | |
| Actuarial (gain)/ loss - financial assumptions | 66 | (163) | |
| Actuarial (gain)/ Loss - experience | (249) | (162) | |
| Defined benefit obligation as at year end | 5,058 | 4,886 | |
[` in Millions (Mio INR)]
| Provident Fund | |||
|---|---|---|---|
| March 31, 2019 | March 31, 2018 | ||
| Defined benefit obligation as at the beginning of the year | 10,221 | 8,740 | |
| Current service cost | 392 | 357 | |
| Interest cost | 799 | 649 | |
| Benefits paid and transfer out | (1,109) | (970) | |
| Transfer in | 84 | 59 | |
| Participant contributions | 930 | 859 | |
| Actuarial (gain)/ loss | (134) | 527 | |
| Defined benefit obligation as of current year end | 11,183 | 10,221 |
(g) Change in fair value of plan assets
| Provident Fund | Gratuity | ||||
|---|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | ||
| Fair value of plan assets at end of prior year | 10,221 | 8,740 | 4,198 | 3,874 | |
| Expected return on plan assets | 799 | 649 | 324 | 283 | |
| Employer contributions | 392 | 357 | 688 | 278 | |
| Participant contributions | 930 | 859 | - | - | |
| Benefit payments from plan assets | (1,109) | (970) | (247) | (168) | |
| Transfer in/ transfer out | 84 | 59 | - | - | |
| Actuarial gain/ (loss) on plan assets | (134) | 527 | 55 | (69) | |
| Fair value of plan assets at end of year | 11,183 | 10,221 | 5,018 | 4,198 |
(h) Net defined benefit asset/ (liability)
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Provident Fund | Gratuity | |||
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | |
| Defined benefit obligation | 11,183 | 10,221 | 5,058 | 4,886 |
| Fair value of plan assets | 11,183 | 10,221 | 5,018 | 4,198 |
| (Surplus)/ deficit recognised in Balance Sheet | - | - | 40 | 688 |
(i) Expected Group's contributions for the next year
| Provident Fund | Gratuity | |
|---|---|---|
| March 31, 2019 | March 31, 2019 | |
| Expected Group's contributions for the next year | 439 | 156 |
(j) Reconciliation of amounts in balance sheet
| Gratuity | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| Net defined benefit liability/(asset) at prior year end | 688 | 122 |
| Defined benefit cost included in Statement of Profit and Loss | 277 | 1,100 |
| Total remeasurements included in OCI | (238) | (256) |
| Employer contributions | (688) | (278) |
| Net defined benefit liability/(asset) | 40 | 688 |
(k) Reconciliation of Statement of Other Comprehensive Income
| Gratuity | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| Cumulative OCI - (Income)/Loss, beginning of period Total remeasurements included in OCI |
(148) (238) |
108 (256) |
| Cumulative OCI - (Income)/Loss | (386) | (148) |
(l) Current/ non current liability
| Gratuity | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| Current liability | - | - |
| Non current liability | 40 | 688 |
| Total | 40 | 688 |
(m) Assumptions
| Provident Fund | Gratuity | ||||
|---|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | ||
| Discount factor [refer note (i) below] | 7.65% | 7.70% | 7.65% | 7.70% | |
| Weighted average rate of escalation in salary per annum [refer note (ii) below] |
NA | NA | 10.6% | 10.6% | |
| Mortality rate | IALM (2006 08) Ultimate |
IALM (2006 08) Ultimate |
IALM (2006 08) Ultimate |
IALM (2006 08) Ultimate |
[` in Millions (Mio INR)]
[` in Millions (Mio INR)]
[` in Millions (Mio INR)]
Notes:
(i) The discount rate is based on the prevailing market yield on Government Bonds as at the balance sheet date for the estimated term of obligations.
(ii) The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
(n) Risk exposures
A large portion of assets consists of government and corporate bonds and small portion of assets consists in mutual funds and special deposit account in banks. Through its defined plans, the Group is exposed to a number of risks, the most significant of which are detailed below:
Asset Volatility: The plan liabilities are calculated using a discount rate with reference to bond yields, if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments are in fixed income government securities with high grades and public sector corporate bonds. A small portion of the funds are invested in equity securities.
Changes in bond yields: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans' bond holdings.
(o) Sensitivity analysis on defined benefit obligation
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| Gratuity | |||
| March 31, 2019 | March 31, 2018 | ||
| Discount rate a. Discount rate - 50 basis points b. Discount rate + 50 basis points Weighted average increase in salary a. Rate - 50 basis points |
5,335 4,802 4,904 |
5,104 4,639 4,781 |
|
| b. Rate + 50 basis points | 5,209 | 4,974 |
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur. This sensitivity analysis shows how the defined benefit obligation would have been affected by changes in the relevant actuarial assumption that were reasonably possible at that date.
(p) Plan assets
| Provident Fund | Gratuity | ||||
|---|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | ||
| % Invested | % Invested | % Invested | % Invested | ||
| Government Securities (Central and State) | 52 | 52 | 52 | 51 | |
| Corporate Bonds (including Public Sector bonds) | 39 | 41 | 36 | 36 | |
| Mutual Funds | 3 | 2 | 2 | 1 | |
| Cash and bank balances | |||||
| (including Special Deposits Scheme, 1975) | 6 | 5 | 10 | 12 | |
| Total | 100 | 100 | 100 | 100 |
q) Expected future cashflows
The weighted average duration of the defined benefit obligation is 14.26 years (2017-18 -14.27 years). The expected maturity analysis is as follows:
| [` in Millions (Mio INR)] | ||||||
|---|---|---|---|---|---|---|
| Provident Fund | Gratuity | |||||
| March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | |||
| 1,103 | 399 | 156 | 226 | |||
| 687 | 450 | 266 | 188 | |||
| 2,015 | 1,687 | 781 | 793 | |||
| 5,884 | 4,141 | 2,543 | 2,322 | |||
| 9,689 | 6,677 | 3,746 | 3,529 | |||
Note 29: Fair value measurements:
(i) Financial instruments by category and hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
| [` in Millions (Mio INR)] | |||||||
|---|---|---|---|---|---|---|---|
| March 31, 2019 March 31, 2018 |
|||||||
| Level | FVPL | FVOCI | Amortised cost |
FVPL | FVOCI | Amortised cost |
|
| Financial assets | |||||||
| Investments | |||||||
| - Equity instruments | 1 | - | 8,101 | - | - | 7,242 | - |
| - Bonds | 1 | - | - | 5,212 | - | - | 5,212 |
| - Mutual funds | 1 | 27,044 | - | - | 39,769 | - | - |
| Interest accrued on financial assets | |||||||
| at amortised cost | 3 | - | - | 850 | - | - | 804 |
| Trade receivables | 3 | - | - | 15,675 | - | - | 16,156 |
| Loans | 3 | - | - | 5,650 | - | - | 4,747 |
| Investments | |||||||
| - Bonds | 3 | - | - | 5 | - | - | 5 |
| Cash and cash equivalents | - | - | 2,032 | - | - | 3,633 | |
| Other bank balances | - | - | 10,495 | - | - | 15,246 | |
| Inter-corporate deposit | 3 | - | - | 7,850 | - | - | 7,900 |
| Others (include non-trade | |||||||
| receivables, etc.) | 3 | - | - | 387 | - | - | 477 |
| Derivative assets | 2 | - | - | - | 1 | - | - |
| Total financial assets | 27,044 | 8,101 | 48,156 | 39,770 | 7,242 | 54,179 | |
| Financial liabilities | |||||||
| Trade payables | 3 | - | - | 15,885 | - | - | 20,231 |
| Unpaid dividend | 3 | - | - | 45 | - | - | 45 |
| Book overdraft | - | - | - | - | - | 6 | |
| Other payables (includes employee | |||||||
| dues, etc.) | 3 | - | - | 4,726 | - | - | 3,905 |
| Capital creditors | 3 | - | - | 481 | - | - | 347 |
| Derivative liabilities | 2 | - | - | 44 | - | - | - |
| Total financial liabilities | - | - | 21,181 | - | - | 24,534 |
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, tax free bonds and mutual funds that have quoted price. The fair value of all equity instruments, which are traded in the stock exchanges, are valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for market, traded bonds, over-thecounter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. There are no transfers between levels during the year.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date
- the fair value of remaining financial instruments is determined using the discounted cash flow analysis
(iii) Valuation process
The finance and accounts department of the Group performs the valuation of financial assets and liabilities required for financial reporting purposes, and report to the Executive Director (ED). Discussions on valuation processes and results are held between the ED and valuation team at least once every three months, in line with the Group's quarterly reporting periods.
The main level 3 inputs are derived and evaluated as follows:
a) Discount rate for loans to employees are determined using prevailing bank lending rate.
b) The fair values of financial assets and liabilities are determined using the discounted cash flow analysis.
(iv) Fair value of financial assets and liabilities measured at amortised cost
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | |||
| Carrying amount |
Fair value | Carrying amount |
Fair value | |
| Financial assets | ||||
| Tax free bonds | 5,217 | 5,692 | 5,217 | 5,763 |
| Loans | 1,063 | 1,063 | 1,100 | 1,100 |
| Total financial assets | 6,280 | 6,755 | 6,317 | 6,863 |
| Financial liabilities | ||||
| Other financial liabilities | 107 | 107 | 66 | 66 |
| Total financial liabilities | 107 | 107 | 66 | 66 |
With respect to trade receivables, other receivables, inter-corporate deposit, current portion of loans, cash and cash equivalents, other bank balance, trade payables, capital creditors, employee payables, the carrying amount is considered to be the same as their fair value due to their short-term nature.
Note 30: Financial risk management
The Group's activities expose it to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance of the Group, derivative financial instruments, such as foreign exchange forward contracts and foreign currency option contracts are entered into by the Group to hedge certain foreign currency exposure. Derivatives are used exclusively for hedging and not as trading or speculative instruments.
(A) Credit Risk
Credit risk arises from cash and cash equivalents, instruments carried at amortised cost and deposits with banks, as well as credit exposures to customers including outstanding receivables.
(i) Credit risk management
Credit risk on cash and cash equivalents is limited as the Group generally invests in deposits with banks which have high credit ratings assigned by external agencies. Investments primarily include investment in debt based mutual funds whose portfolios have instruments with high credit rating and government bonds. The Board of Directors periodically review the investment portfolio of the Group. Credit risk on loans given to fellow subsidiaries is guaranteed by the holding company. Credit risk with respect to trade receivable is managed by the Group through setting up credit limits for customers and also periodically reviewing the credit worthiness of major customers.
Expected credit loss for trade receivables under simplified approach
| [` in Millions (Mio INR)] | ||||||
|---|---|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | |||||
| Less than 6 | More than 6 | Less than 6 | More than 6 | |||
| months | months | months | months | |||
| Gross carrying amount | 14,432 | 2,470 | 15,552 | 1,794 | ||
| Expected credit losses (Loss allowance provision) | (69) | (1,158) | (78) | (1,112) | ||
| Carrying amount of trade receivables (net of impairment) | 14,363 | 1,312 | 15,474 | 682 |
The gross carrying amount of trade receivables is Mio INR 16,902 (March 31, 2018 - Mio INR 17,346). During the period, the Group made no significant write-offs of trade receivables and it does not expect to receive future cash flows or recoveries from trade receivables previously written off.
(ii) Reconciliation of loss allowance provision - Trade Receivables
| Gross carrying amount Loss allowance as at April 1, 2017 |
698 |
|---|---|
| Changes in loss allowance | 492 |
| Loss allowance as at March 31, 2018 | 1,190 |
| Changes in loss allowance | 37 |
| Loss allowance as at March 31, 2019 | 1,227 |
(B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of internal financing by way of daily cash flow projection to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Group treasury maintains flexibility in funding by maintaining availability of funds.
Management monitors daily and monthly rolling forecasts of the Group's liquidity position and cash and cash equivalents on the basis of expected cash flows This is generally carried in accordance with standard guidelines. The Group has liquidity reserves in the form of highly liquid assets like cash and cash equivalents, debt based mutual funds, deposit accounts, etc.
(i) Financing arrangements: The Group had access to the following undrawn borrowing facilities at the end of the reporting period
| [` in Millions (Mio INR)] | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| Floating rate - Expiring within one year (bank overdraft and other facilities) - Expiring beyond one year (bank loans) |
20 - |
20 - |
| 20 | 20 |
(ii) Maturity of Financial liabilities
The table below summarises the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for:
a) all non-derivative financial liabilities
b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows
The amounts disclosed in the table are the contractual undiscounted cash flows. Balance due within 12 months equal their carrying balances as the impact of discounting is not significant.
| [` in Millions (Mio INR)] | |||||
|---|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | ||||
| Less than 1 year |
More than 1 year |
Less than 1 year |
More than 1 year |
||
| Trade payables | 15,885 | - | 20,231 | - | |
| Other financial liabilities | 5,189 | 107 | 4,237 | 66 | |
| Total non-derivative liabilities | 21,074 | 107 | 24,468 | 66 | |
| Foreign exchange forward contracts Options contracts |
2,933 1,112 |
- - |
1,044 - |
- - |
|
| Total derivative liabilities | 4,045 | - | 1,044 | - |
(C) Market risk
(i) Foreign currency risk
The Group is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to USD and EUR. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Group's functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the INR cash flows of highly probable forecast transaction.
The Group imports and exports goods and services which are predominantly denominated in USD and EUR. This exposes the Group to foreign currency risk. To minimise this risk, the Group hedges using forward contracts and foreign currency option contracts on a net exposure basis.
(a) Foreign currency risk exposure: The Group exposure to foreign currency risk at the end of the reporting period expressed in Mio INR are as follows:
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| March 31, 2019 | March 31, 2018 | |||
| USD | EUR | USD | EUR | |
| Financials assets | ||||
| Trade receivables | 1,362 | 172 | 1,684 | 303 |
| Exposure to foreign currency risk - assets | 1,362 | 172 | 1,684 | 303 |
| Financial liabilities | ||||
| Trade payables | 4,788 | 817 | 6,235 | 1,381 |
| Exposure to foreign currency risk - liabilities | 4,788 | 817 | 6,235 | 1,381 |
| Derivative liabilities | ||||
| Foreign exchange forward contracts | 2,933 | - | 1,044 | - |
| Foreign currency option contracts - Buy Option Contract | 1,112 | - | ||
| Net exposure to foreign currency risk | (619) | 645 | 3,507 | 1,078 |
(b) Sensitivity: The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments: [` in Millions (Mio INR)]
| Impact on profit after tax | |||
|---|---|---|---|
| March 31, 2019 | March 31, 2018 | ||
| USD Sensitivity INR/USD - Increase by 1% INR/USD - Decrease by 1% |
6 (6) |
(35) 35 |
|
| EUR Sensitivity INR/EUR - Increase by 1% INR/EUR - Decrease by 1% |
(6) 6 |
(11) 11 |
* Holding all other variables constant
(ii) Cash flow and fair value interest rate risk
(a) Interest rate risk exposure: The Group does not have interest bearing borrowings and interest rate risk is towards opportunity cost on investment in tax free bonds. Group analyses it based on the sensitivity analysis and manages it by portfolio diversification.
(b) Sensitivity: Profit or loss is sensitive to changes in interest rate for tax free bonds. A change in the market interest level by 100 basis points would have the following effect on the profit after tax:
| [` in Millions (Mio INR)] | ||
|---|---|---|
| Impact on profit after tax | ||
| March 31, 2019 | March 31, 2018 | |
| Interest rates - increase by 100 basis points Interest rates - decrease by 100 basis points |
(365) 365 |
(370) 370 |
* Holding all other variables constant
(iii) Price risk
(a) Exposure: The Group has invested in equity securities and exposure is equity securities price risk from investments held by the Group and classified in the balance sheet as fair value through OCI.
(b) Sensitivity: The table below summarises the impact of increase/decrease of the index in the Group's equity and impact on OCI for the period. The analysis is based on the assumption that the equity index had increased/ decreased by 10% with all other variables held constant, and that all the Group's equity instruments moved in line with the index.
| [` in Millions (Mio INR)] | ||
|---|---|---|
| Impact on other components of equity |
||
| March 31, 2019 | March 31, 2018 | |
| Price - increase by 10% | 810 | 724 |
| Price - decrease by 10% | (810) | (724) |
Other components of equity would increase/decrease as a result of gains/ (losses) on equity securities classified as fair value though Other Comprehensive Income.
Note 31 : Capital management
(a) Risk management
The Group has equity capital and other reserves attributable to the equity shareholders, as the only source of capital and the Group does not have any interest bearing borrowings/ debts.
(b) Dividends
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| March 31, 2019 | March 31, 2018 | ||
| (i) Dividends recognised Final dividend for the year ended March 31, 2018 of INR 100/- (March 31, 2017 - INR 90/-) per fully paid share |
3,052 | 2,747 | |
| 3,052 | 2,747 | ||
| (ii) Dividends not recognised at the end of the reporting period In addition to the above dividends, since the year ended, the Directors have recommended the payment of a final dividend of INR 105 /- per fully paid equity share (March 31, 2018 - INR 100/-). This proposed dividend is subject to the approval of shareholders in the ensuing annual general meeting |
3,097 | 3,052 | |
| 3,097 | 3,052 |
Note 32: Revenue from contracts with customers
The Group derives revenues primarily from sale of goods and sale of services.
Effective April 1, 2018, the Company adopted Ind AS 115 "Revenue from Contracts with Customers" using the cumulative catch-up transition method, applied to contracts that were not completed as of April 1, 2018. In accordance with cumulative catch-up transition method, the comparatives have not been retrospectively adjusted. The following is a summary of new and/or revised significant accounting policies related to revenue recognition. Refer Note 1 "Significant Accounting Policies", in the Company's 2018 Annual Report for the policies in effect for revenue prior to April 1, 2018.
Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exhange for those products or services.
Product revenues consist of sales to original equipment manufacturers (OEMs). The Group considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. In situations where sales are to a distributor, the Group has concluded that its contracts is with the distributor as the Group holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Group evaluates certain factors including the customer's ability to pay (or credit risk). For each contract, the Group considers the promise to transfer products, each of which is distinct, to be the identified performance obligations.
Revenue from sales to distributors is recognized upon the transfer of control to the distributor. Discounts, sales incentives that are payable to distributors are netted-off with revenue.
In determining the transaction price the Group evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Group expects to be entitled. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Group's performance obligation is satisfied). Further, in determining whether control has transferred, the Group considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer.
Cost to obtain a contract with a customer is recognized as an asset and amortised over the period of fulfillment of contract.
The impact of adoption of Ind AS 115 on the Group's financial statements are as follows:
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| Reconciliation of reserves and surplus as at April 1, 2018 | Note No. | ||
| Reserves and surplus as at March 31, 2018 | 12(b)(v) | 70,329 | |
| Contract assets recognised | 11 | 571 | |
| Contract liabilities recognised | 16 | (662) | |
| Provisions for estimated losses | 14 | (339) | |
| Deferred tax assets on the above | 8 | 150 | |
| Ind AS 115 transition impact | (280) | ||
| Reserves and surplus as at April 1, 2018 | 12(b)(v) | 70,049 |
[` in Millions (Mio INR)]
| Description | As at March 31, 2018 |
Ind AS 115 transition impact (Refer above) |
As at April 1, 2018 |
Deferred cost | Cost trans ferred to the statement of profit and loss account |
As at March 31, 2019 |
|---|---|---|---|---|---|---|
| Contract assets (Refer note 11) | - | 571 | 571 | 1,389 | 177 | 1,783 |
[` in Millions (Mio INR)]
| Description | As at March 31, 2018 |
Ind AS 115 transition impact (Refer above) |
As at April 1, 2018 |
Unearned revenue |
Revenue recognised |
As at March 31, 2019 |
|---|---|---|---|---|---|---|
| Contract liabilities (Refer note 16) | - | 662 | 662 | 1,289 | 146 | 1,805 |
[` in Millions (Mio INR)]
| Revenue at disaggregated level | March 31, 2019 | |||
|---|---|---|---|---|
| Automotive | Others | |||
| Sale of Products | 99,955 | 17,863 | ||
| Sale of Services | 2,035 | 606 | ||
| Other operating revenue | 1,077 | 1,043 | ||
Note 33: Related Party Disclosure :
Holding Company : Robert Bosch GmbH, Federal Republic of Germany
Whole time directors : Mr. Soumitra Bhattacharya, Mr. S.C. Srinivasan (From July 1, 2018), Dr. Andreas Wolf and Mr. Jan-Oliver Röhrl
Non-whole time directors : Mr. V.K. Viswanathan, Mr. Peter Tyroller, Mr. Bernhard Steinruecke, Ms. Renu S. Karnad, Mr. S.V. Ranganath (From July 1, 2018), Dr. Gopichand Katragadda (From December 4, 2018), Mr. Bhaskar Bhat & Ms. Hema Ravichandar
Other related entities: Bosch India Foundation
(a) Key management personnel compensation:
| [` in Millions (Mio INR)] | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| Short-term employee benefits | 252 | 182 |
| Post-employment benefits | 14 | 8 |
| 266 | 190 |
(b) Related Party transactions/ balances - summary:
| [` in Millions (Mio INR)] | ||||||
|---|---|---|---|---|---|---|
| Particulars | Holding Company |
Fellow Subsidiary |
Employees' Benefit plans where there is significant influence |
Key Management Personnel |
Other related entities |
Total |
| Net sale of product | 4,761 | 2,876 | - | - | - | 7,637 |
| (4,501) | (2,914) | (-) | (-) | (-) | (7,415) | |
| Sale of services | 893 | 550 | - | - | - | 1,443 |
| (808) | (543) | (-) | (-) | (-) | (1,351) | |
| Sale of property, plant and equipments | - | 5 | - | - | - | 5 |
| (0) | (61) | (-) | (-) | (-) | (61) | |
| Rental income | - | 990 | - | - | - | 990 |
| (-) | (932) | (-) | (-) | (-) | (932) | |
| Miscellaneous income (including | ||||||
| reimbursements received) | 36 | 690 | - | - | - | 726 |
| Interest earned | (24) - |
(848) 365 |
(-) - |
(-) - |
(-) - |
(872) 365 |
| (-) | (330) | (-) | (-) | (-) | (330) | |
| Purchases of : | ||||||
| Property, plant and equipment | 424 | 292 | - | - | - | 716 |
| (220) | (554) | (-) | (-) | (-) | (774) | |
| Goods | 12,701 | 21,134 | - | - | - | 33,835 |
| (12,579) | (22,594) | (-) | (-) | (-) | (35,173) | |
| Dividend paid | 2,106 | 45 | - | - | - | 2,151 |
| (1,895) | (41) | (-) | (-) | (-) | (1,936) | |
| Amount paid for shares bought back | 14,857 | - | - | - | - | 14,857 |
| (-) | (-) | (-) | (-) | (-) | (-) | |
| Services received: | ||||||
| Royalty and technical service fee | - | 2,199 | - | - | - | 2,199 |
| (-) | (2,116) | (-) | (-) | (-) | (2,116) | |
| Professional, consultancy and other charges | 1,847 | 2,169 | - | - | - | 4,016 |
| Liability written back | (1,380) 0 |
(2,175) 0 |
(-) - |
(-) - |
(-) - |
(3,555) 0 |
| (1) | (48) | (-) | (-) | (-) | (49) | |
| Donation expense | - | - | - | - | 88 | 88 |
| (-) | (-) | (-) | (-) | (90) | (90) | |
| Loan given (*) | - | 1,030 | - | - | - | 1,030 |
| (-) | (1,215) | (-) | (-) | (-) | (1,215) | |
| Loan repaid | - | 80 | - | - | - | 80 |
| (-) | (770) | (-) | (-) | (-) | (770) | |
| Loan to related parties (*) | - | 4,955 | - | - | - | 4,955 |
| (-) | (4,005) | (-) | (-) | (-) | (4,005) | |
| Trade receivables | 610 | 1,694 | - | - | - | 2,304 |
| (840) | (1,499) | (-) | (-) | (-) | (2,339) | |
| Other financial assets (non-trade receivables) | 2 (118) |
285 (351) |
- (-) |
- (-) |
- (-) |
287 (469) |
(*) Against guarantee given by Robert Bosch GmbH, Federal Republic of Germany, the holding company.
| [` in Millions (Mio INR)] | ||||||
|---|---|---|---|---|---|---|
| Particulars | Holding Company |
Fellow Subsidiary |
Employees' Benefit plans where there is significant influence |
Key Management Personnel |
Other related entities |
Total |
| Trade payables | 2,483 | 5,767 | - | - | - | 8,250 |
| (3,912) | (7,925) | (-) | (-) | (-) | (11,837) | |
| Other financial liabilities | 161 | 44 | - | - | - | 205 |
| (39) | (55) | (-) | (-) | (-) | (94) | |
| Contributions made to Employees' Benefit plans | - (-) |
- (-) |
1,225 (774) |
- (-) |
- (-) |
1,225 (774) |
| Managerial Remuneration: | ||||||
| Mr. Soumitra Bhattacharya | - | - | - | 77 | - | 77 |
| (-) | (-) | (-) | (63) | (-) | (63) | |
| Mr. S.C. Srinivasan | - | - | - | 49 | - | 49 |
| (-) | (-) | (-) | (-) | (-) | (-) | |
| Dr. Andreas Wolf | - | - | - | 68 | - | 68 |
| (-) | (-) | (-) | (59) | (-) | (59) | |
| Mr. Jan-Oliver Röhrl (from February 11, 2017) | - | - | - | 72 | - | 72 |
| (-) | (-) | (-) | (68) | (-) | (68) | |
| Sitting fees/ commissions to non-executive | - | - | - | 16 | - | 16 |
| directors | (-) | (-) | (-) | (15) | (-) | (15) |
| Unpaid Bonus/ Commission as at the year end | - | - | - | 133 | - | 133 |
| (-) | (-) | (-) | (97) | (-) | (97) | |
| Loan and Advances transactions : | ||||||
| Loan/Advances recovered | - (-) |
- (-) |
- (-) |
0 (1) |
- (-) |
0 (1) |
| Amount outstanding at the year end | - | - | - | 2 | - | 2 |
| (-) | (-) | (-) | (2) | (-) | (2) |
Figures in brackets relate to previous year.
(c) Names and details of fellow subsidiaries having transaction value in excess of 10% in line transactions during the year:
| [` in Millions (Mio INR)] | |||
|---|---|---|---|
| Particulars | Name of the related party | March 31, 2019 |
March 31, 2018 |
| Net sale of product | Bosch Automotive Diesel Systems Co., Ltd. | 341 | 191 |
| Bosch Sanayi ve Ticaret A.S. | 419 | 458 | |
| Sale of services | Bosch Automotive Service Solutions Inc., United States | 58 | 191 |
| Bosch Security Systems B.V. | 113 | 12 | |
| Bosch Chassis Systems India Private Ltd. | 89 | 43 | |
| Rental income | Robert Bosch Engineering and Business Solutions Pvt. Ltd., India | 813 | 751 |
| Bosch Automotive Electronics India Pvt. Ltd., India | 164 | 143 | |
| Miscellaneous income (including | Robert Bosch Engineering and Business Solutions Pvt. Ltd., India | 292 | 264 |
| reimbursements received) | Bosch Automotive Electronics India Pvt. Ltd., India | 197 | 216 |
| Bosch Chassis Systems India Private Ltd. | 97 | 95 | |
| Interest earned | Bosch Rexroth (India) Pvt. Ltd., India | 262 | 261 |
| BSH Home Appliances Private Limited | 94 | 39 | |
| Purchase of goods | Bosch Automotive Electronics India Pvt. Ltd., India | 5,307 | 6,031 |
| Bosch Automotive Diesel Systems Co., Ltd., China | 2,112 | 4,448 | |
| Robert Bosch Power Tools GmbH | 4,430 | 3,160 | |
| Purchase of property, plant and | Bosch Rexroth (India) Private Limited | 72 | 28 |
| equipment | ETAS Automotive India Private Ltd. | 38 | 37 |
| Bosch Automotive Diesel Systems Co., Ltd. | 39 | 0 | |
| Robert Bosch Manufacturing Solutions GmbH Robert Bosch (France) S.A.S. |
64 33 |
347 0 |
|
| Professional, consultancy and other | Robert Bosch Engineering and Business Solutions Pvt. Ltd., India | 1,615 | 1,436 |
| charges received | Bosch Corporation | 63 | 442 |
| Royalty and technical service fee | Bosch Technology Licensing Administration GmbH, Germany | 2,189 | 2,105 |
| Loan given | BSH Household Appliances Manufacturing Pvt. Ltd., India | 1,000 | 1,000 |
| Automobility Services and Solutions Private Limited | 30 | 200 | |
| Loan repaid | Bosch Rexroth (India) Pvt. Ltd., India | - | 200 |
| Mivin Engg. Technologies Pvt. Ltd., | 80 | - | |
| Contributions made to Employees' Benefit plans |
Bosch Employees' Gratuity Fund, India Bosch Superannuation Fund Trust, India |
688 146 |
278 137 |
| Bosch Employees (Bangalore) Provident Fund Trust, India | 312 | 282 | |
| Bosch Workmen's (Nashik) Provident Fund Trust, India | 80 | 75 | |
| Sale of property, plant and | Bosch Chassis Systems India Private Ltd. | 2 | 61 |
| equipments | Precision Seals Manufacturing Ltd. | 1 | - |
| Robert Bosch Engineering and Business Solutions Private Ltd. | 1 | - | |
| Bosch Sanayi ve Ticaret A.S. | 2 | - | |
| Liability written back | Bosch Automotive Electronics India Pvt. Ltd., India | - | 48 |
Note 34: Leases
Information on leases as per Indian Accounting Standard (Ind AS) 17 on "Leases":
(a) Operating Lease Expense :
The Group has various operating leases ranging from 2 years to 10 years for office facilities, warehouses, guest houses and residential premises for employees that are renewable on a periodic basis. Non-cancellable periods range from 8 months to 108 months. The leases are renewable by mutual consent and contain escalation clause. Rental expenses for operating leases recognised in the Statement of Profit and Loss for the year is Mio INR 547 (2017-18: Mio INR 804).
Disclosure in respect of Non-cancellable lease is as given below
| [` in Millions (Mio INR)] | ||||
|---|---|---|---|---|
| Future minimum lease payments | March 31, 2019 | March 31, 2018 | ||
| - Not later than 1 year | 103 | 139 | ||
| - Later than 1 year and not later than 5 years | 143 | 251 | ||
| - Later than 5 years | 5 | 8 |
(b) Operating Lease Income :
The Group has leased out certain office spaces that are renewable on a periodic basis. All leases are cancellable with 3 months notice. Rental income received during the year in respect of operating lease is Mio INR 1,043 (2017-18: Mio INR 994). Details of assets given on operating lease as at year end are as below.
| [` in Millions (Mio INR)] | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Block | Accumulated Depreciation |
Written down value | Depreciation for the year |
||||||
| March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
||
| Land | 38 | 38 | - | - | 38 | 38 | - | - | |
| Buildings | 2,126 | 2,122 | 619 | 451 | 1,507 | 1,671 | 168 | 186 | |
| Plant and machinery | 518 | 506 | 415 | 332 | 103 | 174 | 83 | 125 | |
| Furniture and fixtures | 2 | 2 | 1 | 0 | 1 | 2 | 1 | 0 | |
| Office equipment | 2 | 2 | 2 | 2 | - | - | - | - | |
| Total | 2,687 | 2,670 | 1,037 | 785 | 1,649 | 1,885 | 252 | 311 |
Note 35: Research and Development expenses
Total gross Research and Development expenditure recognised in the Statement of Profit and Loss (including amounts shown under Note 4 and Note 27 to the Consolidated Financial Statements) amounts to Mio INR 3,090 (2017-18: Mio INR 2,599)
Note 36: Earnings Per Share
(a) Basic and diluted earning per share
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Profit attributable to equity shareholders | 15,980 | 13,711 |
| Weighted average number of equity shares outstanding during the year | 30,427,879 | 30,520,740 |
| Nominal value of equity shares (Rs.) | 10 | 10 |
| Basic and Diluted earnings per share (Rs.) | 525 | 449 |
(b) Reconciliation of earnings used in calculating earnings per share
| [` in Millions (Mio INR)] | ||
|---|---|---|
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
| Profit attributable to the equity holders of the Group used in | ||
| calculating basic earnings per share: | 15,980 | 13,711 |
(c) Weighted average number of shares used as the denominator
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
|---|---|---|
| Weighted average number of equity shares used as the denominator | ||
| in calculating basic and diluted earnings per share | 30,427,879 | 30,520,740 |
Note 37: Contingent liabilities [` in Millions (Mio INR)]
| March 31, 2019 | March 31, 2018 | ||
|---|---|---|---|
| Claims against the Group not acknowledged as debts: | |||
| (a) | Excise/ Customs | ||
| Net of tax | 220 | 110 | |
| Gross | 338 | 169 | |
| (b) | Income tax [refer note (i) below] | 738 | 547 |
- (i) Relates to adjustments made by the Income Tax Department for the financial year 2011-12, 2012-13, 2013-14 and 2014- 15 which are disputed by the Group and the matters are lying under appeal with CIT (Appeals).
- Note 38: The Group has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Group has reviewed and ensured that adequate provision as required under any law/ accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of accounts.
- Note 39: Estimated amount of contracts remaining to be executed on capital accounts and not provided for (net of advances)
| [` in Millions (Mio INR)] | ||
|---|---|---|
| March 31, 2019 | March 31, 2018 | |
| Property, plant and equipment | 2,970 | 1,967 |
| Investment properties | 291 | 165 |
Note 40: Advances include dues from directors and officers of the Group - 2
Note 41: Accounting policy of Associate
In case of the Associate company Newtech Filter India Private Limited, it was not practical to use uniform accounting policies for depreciation of assets:
| [` in Millions (Mio INR)] | ||
|---|---|---|
| Method of depreciation | Written Down Value of Assets of Associate company (Mio INR) |
% of total Assets of Associate company with total assets of Group |
| Straight Line | 59 | 1 |
The impact of the above differences in accounting policies is not considered material.
Note 42: Disclosures mandated by Schedule III to Companies Act, 2013 by way of additional information
| [` in Millions (Mio INR)] | ||||||||
|---|---|---|---|---|---|---|---|---|
| Net assets (total assets minus total liabilities) |
Share in profit or (loss) |
Share in other comprehensive income |
Share in total comprehensive income |
|||||
| As a % of consolidated net assets |
Amount | As a % of consolidated net assets |
Amount | As a % of consolidated net assets |
Amount | As a % of consolidated net assets |
Amount | |
| Parent | ||||||||
| Bosch Limited March 31, 2019 March 31, 2018 |
Amount 100 100 |
91,086 99,637 |
100 100 |
15,980 13,708 |
100 100 |
997 1,415 |
100 100 |
16,977 15,123 |
| Subsidiaries | ||||||||
| Mico Trading Private Limited | ||||||||
| March 31, 2019 March 31, 2018 |
0 0 |
1 1 |
0 0 |
0 0 |
- - |
- - |
0 0 |
0 0 |
| Associates [Investment as per the Equity method] |
||||||||
| Newtech Filter India Private Limited |
||||||||
| March 31, 2019 March 31, 2018 |
0 0 |
91 88 |
0 0 |
3 3 |
- - |
- - |
0 0 |
3 3 |
Note 43: Offsetting financial assets and financial liabilities
The Group provides the incentives to selected customers under the terms of the agreements, the amounts payable by the Group are offset against receivables from the customers and only the net amounts are settled. The amounts offset as at March 31, 2019 is Mio INR 1,235 (March 31, 2018: Mio INR 1,036) which is disclosed under note 7(b).
Note 44: Buy-back of shares
During the current year, pursuant to the appropriate approvals, the Company had made an offer for buy back and accordingly bought back 1,027,100 fully paid-up equity shares of the Company at a price of Rs. 21,000 per share for an aggregate amount of Mio INR 21,569 and has extinguished such equity shares. The Company has utilized general reserve amounting to Mio INR 21,559 for the buyback of its shares. In accordance with Section 69 of the Companies Act, 2013, the Company has created a capital redemption reserve amounting to INR 10 Mio, equal to the nominal value of the shares bought back, as an appropriation from the general reserve.
Note 45: Excise duty on sale of products
The Government of India introduced the Goods and Service Tax (GST) with effect from July 01, 2017. GST is collected on behalf of the Government and no economic benefit flows to the entity, consequently revenue for the year ended March 31, 2019 and July 1, 2017 to March 31, 2018 is presented net of GST. Accordingly, the gross sales figures for the year are not comparable with the previous year ended March 31, 2018. Gross sales and net sales (net of excise duty) for these years are mentioned below:
| For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
|---|---|---|
| Sale of products | 117,818 | 113,929 |
| Excise duty | - | (1,821) |
| Sale of products (Net of excise duty) | 117,818 | 112,108 |
Note 46: Exceptional item
The Government of India, vide notification No.S-42012/02/2016-SS-II dated March 29, 2018, had increased the maximum amount of gratuity payable to an employee under the Payment of Gratuity (Ammendment) Act, 1972 from rupees ten lakhs to rupees twenty lakhs. The impact of this on past service cost had been disclosed as exceptional item for the year ended March 31, 2018 in the Statement of Profit and Loss.
Note 47: Segment Information
(a) Description of segments and principal activities
The Group's operations predominantly relate to operating segments in the automotive business which consists of diesel systems, gasoline systems and automotive aftermarket products and services and are aggregated into one reportable segment 'Automotive Products' in accordance with the aggregation criteria. Aggregation is done due to the similarities of the products and services provided to the customers, similar production processes and similarities in the regulatory environment.
The Group also operates in other businesses consisting of Industrial technology, consumer goods, energy and building technology products and services which are non-automotive and do not meet the threashold criteria for reporting as separate segments threshold criteria for reporting as separate segments. Therefore, the reportable segment consists of "Automotive Products" and "Others".
Revenue by geographical areas is stated on the basis of origin and there are no non-current assets located outside India.
The accounting principles and policies adopted in the preparation of the consolidated financial statements are also consistently applied to record income/ expenditure and assets/ liabilities in individual segments.
The inter-segment revenue have been accounted for based on the transaction price agreed to between segments which is primarily market based.
(b) Details of operating segment
| [` in Millions (Mio INR)] | ||||||||
|---|---|---|---|---|---|---|---|---|
| Automotive Products |
Others | Eliminations | Total | |||||
| March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
March 31, 2019 |
March 31, 2018 |
|
| Revenue Gross sale of product Sale of services Other operating revenue Inter-segment revenue |
99,955 2,035 1,077 |
98,536 2,619 711 - |
17,863 606 1,043 515 |
15,393 66 1,397 650 |
- - - (515) |
- - - (650) |
117,818 2,641 2,120 - |
113,929 2,685 2,108 - |
| Total Revenue | 103,067 | 101,866 | 20,027 | 17,506 | (515) | (650) | 122,579 | 118,722 |
| Result Segment result |
18,100 | 16,521 | 2,267 | 3,314 | - | - | 20,367 | 19,835 |
| Revenue from external customers | March 31, 2019 | March 31, 2018 |
|---|---|---|
| India | 112,428 | 107,636 |
| Other countries | 10,151 | 11,086 |
| Total | 122,579 | 118,722 |
[` in Millions (Mio INR)]
(c) Reconciliation of profit
| March 31, 2019 | March 31, 2018 | |
|---|---|---|
| Segment results | 20,367 | 19,835 |
| Less: Depreciation and amortisation | (194) | (129) |
| Less: Unallocated corporate expenses | (2,583) | (4,385) |
| Add: Other income (refer note 18) | 5,953 | 5,118 |
| Less: Finance costs (refer note 23) | (133) | (33) |
| Profit before tax | 23,410 | 20,406 |
| Add: Share of net profit/(loss) of associate accounted for using equity method | 3 | 3 |
| Less: Tax expense | (7,430) | (6,698) |
| Profit after tax | 15,983 | 13,711 |
(d) Details of segment assets and liabilities
| March 31, 2019 | March 31, 2018 | |
|---|---|---|
| Segment assets Automotive Products Others Total segment assets |
41,894 9,219 51,113 |
38,078 8,287 46,365 |
| Segment liabilities Automotive Products Others Total segment liablities |
26,623 6,522 33,145 |
30,031 6,252 36,283 |
(e) Reconciliation of assets
| March 31, 2019 | March 31, 2018 | |
|---|---|---|
| Segment assets | 51,113 | 46,365 |
| Property, plant and equipment | 1,676 | 1,984 |
| Capital work-in progress | 1,698 | 755 |
| Investments | 40,362 | 52,228 |
| Investments accounted for using the equity method | 91 | 88 |
| Other non-current assets | 374 | - |
| Deferred tax assets | 4,596 | 4,905 |
| Cash and cash equivalents | 2,032 | 3,633 |
| Bank balance other than cash and cash equivalents | 10,496 | 15,246 |
| Loans | 5,237 | 4,268 |
| Other financial assets | 9,007 | 9,053 |
| Other current assets | 330 | 662 |
| Total assets | 127,012 | 139,187 |
(f) Reconciliation of liabilities
| March 31, 2019 | March 31, 2018 | |
|---|---|---|
| Segment liabilities | 33,145 | 36,283 |
| Trade payables | 49 | 24 |
| Provisions | 548 | 741 |
| Unpaid dividend | 45 | 45 |
| Other current liabilities | 141 | 416 |
| Other financial liabilities | 1,748 | 1,046 |
| Current tax liabilities | 158 | 906 |
| Total liabilities | 35,834 | 39,461 |
Note 48: Previous period figures
Previous period's figures have been regrouped/ reclassified, wherever necessary, to conform to current year classification.
Note 49: Rounding off
Amounts mentioned as "0" in the financial statements denote amounts rounded off being less than Rupees one million.
Notes to the financial statements 1 to 49
The accompanying notes are an integral part of these consolidated financial statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP Chartered Accountants
S. Sundaresan Partner
Place: Bengaluru Rajesh Parte
Date: May 21, 2019 Company Secretary & Compliance Officer
For and on behalf of the Board V.K. Viswanathan (DIN: 01782934) Chairman Soumitra Bhattacharya (DIN: 02783243) Managing Director Andreas Wolf (DIN: 07088505) Joint Managing Director Jan-Oliver Röhrl (DIN: 07706011) Executive Director Bhaskar Bhat (DIN: 00148778) Director Bernhard Steinruecke (DIN: 01122939) Director S.V. Ranganath (DIN: 00323799) Director Gopichand Katragadda (DIN: 02475721) Director S.C. Srinivasan (DIN: 02327433) CFO & Whole-time Director
Report on Corporate Governance
1. Company's philosophy on Code of Governance
The Company is committed to good Corporate Governance practices aimed at increasing value for all stakeholders. The Company, as a constituent of the Bosch Group, has always been a value-driven Company. The Company's corporate governance philosophy is based on Bosch values focusing on Future and Result Oriented, Responsibility and Sustainability, Initiative and Determination, Openness and Trust, Fairness, Reliability, Credibility, Legality and Diversity.
Bosch Values and Bosch Code of Business Conduct provide necessary framework in running the business with the highest moral standards enabling the Company to fulfil its legal, financial and ethical objectives. The Company has a well-informed and Independent Board for ensuring the same.
2. Board of Directors
a) Composition of the Board and Category of Directors:
The composition of the Board of Directors of the Company is governed by the provisions of the Companies Act, 2013, ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), as amended from time to time.
As on March 31, 2019, the Company has eleven directors including one alternate director. Out of ten directors (excluding an alternate Director) seven are Non-Executive directors out of which five are Independent directors including one Women director. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act. The Directors of the Company are persons of eminence having vast and varied experience in manufacturing, marketing, technology, finance, human resource and business administration.
Ms. Renu S Karnad resigned from the directorship of the Company due to other commitments and limitation of time with effect from September 25, 2018. The Board of directors, on recommendations of the Nomination and Remuneration Committee and subject to the approval of the shareholders, appointed Dr. Gopichand Katragadda as an Additional Director designated as an Independent Director for a term of 5 years with effect from December 04, 2018.
The Board of directors, on recommendations of the Nomination and Remuneration Committee and subject to the approval of the shareholders, re-appointed Mr. Bernhard Steinruecke and Mr. Bhaskar Bhat as Additional Director designated as Independent Directors for a second term of 5 years with effect from April 01, 2019. The Board of directors, on recommendations of the Nomination and Remuneration Committee and subject to the approval of the shareholders, re-appointed Dr. Andreas wolf as Joint Managing Director for a period of 3 years with effect from March 01, 2019.
| Sl. No. |
Name of the Director | Category | Directorships held* |
Membership of committees@ |
Chairmanship of committees@ |
|---|---|---|---|---|---|
| 1. | Mr. V.K. Viswanathan | Chairman, Non-Executive & Non Independent Director |
9 | 10 | 5 |
| 2. | Mr. Peter Tyroller | Non-Executive & Non-Independent Director | 1 | Nil | Nil |
| 3. | Mr. Bernhard Steinruecke | Independent Director | 4 | 4 | Nil |
| 4. | Mr. Bhaskar Bhat | Independent Director | 7 | 4 | Nil |
| 5. | Ms. Hema Ravichandar | Independent Director | 3 | 3 | 1 |
| 6. | Mr. S.V. Ranganath | Independent Director | 4 | 4 | 3 |
| 7. | Dr. Gopichand Katragadda | Independent Director | 1 | 1 | Nil |
| 8. | Mr. Soumitra Bhattacharya | Managing Director | 2 | 1 | Nil |
| 9. | Dr. Andreas Wolf | Joint Managing Director | 1 | Nil | Nil |
| 10. | Mr. Jan-Oliver Röhrl | Executive Director | 1 | Nil | Nil |
| 11. | Mr. S.C. Srinivasan | Whole-time Director (Alternate Director to Mr. Peter Tyroller) |
1 | Nil | Nil |
The composition of the Board, directorship and Committee positions as on the date of this report is as under:
*Excluding Directorship in Private Ltd, foreign companies and Section 8 companies but includes directorship in the Company. @ includes membership/chairmanship in Audit & Stakeholder's relation Committees only including that of the Company.
Membership of other Boards
| Sl. | Name of the Director | Directorships held in other Listed |
Name of other Listed companies where he/she is a director | ||
|---|---|---|---|---|---|
| No. | companies | Name of the Company | Type of Directorship | ||
| 1. | Mr. V.K. Viswanathan | 5 | KSB Ltd Bharti Airtel Ltd Magma Fincorp Ltd United Spirits Ltd HDFC Life Insurance Company Limited |
Independent Director Independent Director Independent Director Independent Director Independent Director |
|
| 2. | Mr. Bernhard Steinruecke |
2 | HDFC Ergo General Insurance Company Ltd Zodiac Clothing Company Ltd |
Independent Director Independent Director |
|
| 3. | Mr. Bhaskar Bhat | 4 | Titan Company Ltd Tata Chemicals Ltd Trent Ltd Rallis India Ltd |
Managing Director Non-Executive Director Non-Executive Director Non-Executive Director |
|
| 4. | Ms. Hema Ravichandar | 2 | Marico Ltd Titan Company Ltd |
Independent Director Independent Director |
|
| 5. | Mr. S.V. Ranganath | 1 | Coffee Day Enterprises Ltd | Independent Director | |
| 6. | Mr. Soumitra Bhattacharya |
1 | ZF Steering Gear (India) Ltd | Non- Executive Director | |
| 7. | Dr. Gopichand Katragadda |
- | - | - | |
| 8. | Mr. Peter Tyroller | - | - | - | |
| 9. | Dr. Andreas Wolf | - | - | - | |
| 10. | Mr. Jan-Oliver Röhrl | - | - | - | |
| 11. | Mr. S.C. Srinivasan | - | - | - |
As may be noted from the tables above, no Director is a member of more than 10 Board Committees or Chairman of more than 5 Board Committees across all public limited companies where he/she is a Director. For this purpose, membership/chairmanship in Audit Committee and Stakeholders Relationship Committee has been considered. Further, no Independent Director serves as Independent Director in more than 7 listed companies or 3 listed companies in case he/she is a whole-time director in any listed company.
Matrix/Table Containing Skills, Expertise and Competencies Of The Board Of Directors:
The table below summarizes the core skills / expertise / competencies for the directors identified by the Board of Directors in the context of business of the Company:
| Definitions of directors qualifications | |||||
|---|---|---|---|---|---|
| Accounting & Finance |
Management of the finance function of an enterprise and understanding of applicable accounting regulations, resulting in proficiency in complex financial management, capital allocation, financial reporting processes, budgeting, strategic planning including corporate restructuring or experience in actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions. |
||||
| Sales & Marketing | Experience in developing strategies to grow sales and market share, sell in buyer responsive manner, build brand awareness and equity, portfolio management, adaptation to the recent technological developments and enhance enterprise reputation. |
| Definitions of directors qualifications | |
|---|---|
| Leadership | Extended leadership experience for a significant enterprise, resulting in a practical understanding of organizations, processes, strategic planning and risk management. Demonstrated strengths in developing talent, planning succession and driving change and long term growth |
| Technology | Strong technological background resulting in continuous improvement, knowledge of how to anticipate technological trends, adapt to the market developments, generate disruptive innovation and create new business models. |
| Talent Management | Recruitment analysis including representation of gender, ethnic, geographic, cultural or other perspectives that expand the Board's understanding of the needs and viewpoints of our customers, partners, employees, governments and other stakeholders worldwide also comprising of tactical workforce planning, succession planning, team development and management development. |
| International Expertise |
Experience in driving business success in markets around the world vide requisite cross-cultural communication skills, excellent networking abilities, collaboration, interpersonal influence, adaptive thinking with an understanding of diverse business environments, economic conditions, cultures and regulatory frameworks and a broad perspective on global market opportunities. |
| Integrity and ethical standards |
Adherence to compliance and defined procedure, Service on a public company board to develop insights about maintaining board and management accountability, protecting shareholder interests and observing appropriate governance practices. |
| Industry knowledge and experience |
Experience in Manufacturing, Quality, Safety, Project Management and knowledge of Corporate Research and Development pertaining to automotive and allied industries. |
In the table below, the specific areas of focus or expertise of individual Board members have been highlighted. However, the absence of a mark against a member's name does not necessarily mean the member does not possess the corresponding qualification or skill.
| Leadership | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name of the Directors | Accounting and Finance |
Sales and Marketing |
Leadership | Technol ogy |
Talent Manage ment |
Interna tional Expertise |
Integrity and ethical standards |
Industry knowl edge |
| Mr. V.K. Viswanathan | | | | | | | | |
| Mr. Soumitra Bhattacharya |
| | | | | | | |
| Dr. Andreas Wolf | | | | | | | ||
| Mr. Jan-Oliver Röhrl | | | | | | |||
| Mr. Peter Tyroller | | | | | | | | |
| Mr. Bernhard Steinruecke |
| | | | | |||
| Mr. Bhaskar Bhat | | | | | | | ||
| Ms. Hema Ravichandar | | | | | | |||
| Mr. S.V. Ranganath | | | | | ||||
| Dr. Gopichand Katragadda |
| | | | | |
b) Attendance at Board Meetings and Annual General Meeting:
Five Board Meetings were held during the year under review. Details of attendance of Directors at the Board Meetings and 66th Annual General Meeting are given below:-
| Board Meeting | 66th AGM |
|||||
|---|---|---|---|---|---|---|
| Name of the Director | 2018 | 2019 | 2018 | |||
| 22nd May |
10th Aug |
24th Aug |
05th Nov |
13th Feb |
24th Aug |
|
| Mr. V.K. Viswanathan | Y | Y | Y | Y | Y | Y |
| Mr. Peter Tyroller | Y* | Y% | Y | Y% | Y | Y |
| Mr. Bernhard Steinruecke |
Y | Y | Y | Y | N | Y |
| Ms. Renu S. Karnad | Y | Y | Y | NA | NA | Y |
| Dr. Gopichand Katragadda |
NA | NA | NA | NA | Y | NA |
| Mr. Bhaskar Bhat | Y | N | Y | Y | Y | Y |
| Mr. S.V. Ranganath | NA | Y | Y | Y | Y | Y |
| Ms. Hema Ravichandar |
N | Y | Y | Y | Y | Y |
| Mr. Soumitra Bhattacharya |
Y | Y | Y | Y | Y | Y |
| Dr. Andreas Wolf | Y | Y | Y | Y | Y | Y |
| Mr. Jan-Oliver Röhrl | NA | Y | Y | N | Y | Y |
* Attended by Mr. Jan-Oliver Röhrl, Alternate Director (up to 30th June, 2018)
% Attended by Mr. S.C. Srinivasan, (Alternate Director designated as Whole-time Director from 01st July, 2018)
- c) None of the Directors are inter-se related to each other.
- d) Number of shares held by Non-Executive directors:
| Name of the Director | Number of shares held as on 31.03.19 |
|---|---|
| Dr. Gopichand Katragadda (Independent Director) |
42 |
Other than the above, no directors of the Company holds any shares.
e) Independent Directors:
In terms of the provisions of the Act, Independent Directors were appointed for a term of 5 years.
A letter of appointment encompassing the terms and conditions of appointment, roles, duties and liabilities have been issued to the Independent directors. The main terms of appointment can be accessed at:
https://www.bosch.in/media/our\_company/ shareholder\information/2019/revisedid\_terms\_of\ reference\_2019.pdf
Confirmation as regards to Independence of Independent Directors:
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent directors, fulfil the conditions of independence specified in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
During FY 2018-19, the Independent Directors met separately on May 21, 2018 without the presence of Non-Independent Directors and members of the management in compliance with Regulation 25 (3) of the Listing Regulations and Schedule IV of the Act. At the said meeting, the independent directors, inter-alia considered the following: -Reviewed the performance of Non-Independent Directors and the Board of Directors as a whole. -Reviewed the performance of the Chairperson
of the Company, taking into account the views of Executive Directors and Non-Executive Directors.
-Assessed the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.
The Independent directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a whole. The Independent directors were also satisfied with the quality, quantity and timeliness of flow of information between the Company Management and the Board.
Familiarization programmes for Independent Directors generally form a part of the Board process. The Independent Directors are updated on an on-going basis at the Board/Committee meetings, inter-alia, on the following:
- Nature of the industry in which the Company operates;
-
Business environment and operational model of various business divisions of the Company including important developments thereon;
-
Roles, rights and responsibilities of directors;
- Important changes in regulatory framework having impact on the Company;
- Discussion on the state of economy, preparedness for changes in emission norms etc.;
- Bosch Group business; and
- The manufacturing facilities of the Company at various locations.
Details of the Familiarization programme for Independent Directors can be accessed at the following link: https://www.bosch.in/media/ our\_company/shareholder\_information/2019/ id\familirization\_programme\_updated\_till\ may\_21\_2019.pdf
3. Audit Committee
a) Terms of reference:
The terms of reference given by the Board of Directors pursuant to Section 177 of the Act and the Listing Regulations are briefly described below:
-
- Oversight of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statement are correct, sufficient and credible;
-
- Recommend appointment, remuneration and terms of appointment of auditors of the Company;
-
- Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
-
- Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
- a. matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
- b. changes, if any, in accounting policies and practices and reasons for the same;
- c. major accounting entries involving estimates based on the exercise of judgment by management;
- d. significant adjustments made in the financial statements arising out of audit findings;
- e. compliance with listing and other legal requirements relating to financial statements;
-
f. disclosure of any related party transactions;
-
g. modified opinion(s) in the draft audit report;
-
- Reviewing with the management:
-
- the quarterly financial statements before submission to the Board for approval;
- the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take steps in this matter;
-
- Review and monitor the auditor's independence and performance, and effectiveness of audit process;
-
- Approval or/and any subsequent modification of transactions of the Company with related parties;
-
- Scrutiny of inter-corporate loans and investments;
-
- Valuation of undertakings or assets of the Company, wherever it is necessary;
-
- Evaluation of internal financial controls and risk management systems;
-
- Reviewing with the management performance of statutory and internal auditors, adequacy of the internal control systems;
- 12 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
-
- Discussion with internal auditors of any significant findings and follow up there on;
-
- Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
-
- Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
-
- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
-
- To review the functioning of the Whistle Blower mechanism;
-
- Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
-
- Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on April 01, 2019 and
-
- Carrying out any other function as mentioned under the Act, the Listing Regulations or decided by the Board from time to time.
- b) Composition, names of Members and Chairperson, meetings held during the year and attendance at the meetings:
During the year under review, 5 meetings of the Audit Committee were held on May 21, 2018, August 10, 2018, August 24, 2018, November 05, 2018 and February 13, 2019.
The constitution and number of meetings attended by members of the Committee are given below:
| Name of the Director | Number of Meetings Attended |
|---|---|
| Ms. Renu S. Karnad* Chairperson up to 25.09.18 (erstwhile Independent Director) |
3 |
| Mr. V.K. Viswanathan (Non-Executive & Non-Independent Director) |
5 |
| Mr. Bernhard Steinruecke (Independent Director) |
4 |
| Mr. Bhaskar Bhat (Independent Director) |
4 |
| Ms. Hema Ravichandar (Independent Director) |
4 |
| Mr. Ranganath** Chairperson from 05.11.18 (Independent Director) |
4 |
*Member upto September 25, 2018
** inducted as Member with effect from July 01, 2018
The Company Secretary acts as secretary to the Audit Committee.
All members of the Audit Committee are financially literate and have accounting and related financial management expertise.
4. Nomination and Remuneration Committee
a) Terms of Reference:
The terms of reference given by the Board of Directors pursuant to Section 178 of the Act and the Listing Regulations are briefly described below:
-
- Formulation of criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;
-
- Formulation of criteria for evaluation of Independent Directors and the Board including carrying out evaluation of every director's performance;
-
- Devising a policy on Board diversity;
-
- Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal;
-
- Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
-
- Recommend to the board, all remuneration, in whatever form, payable to senior management and
-
- Such other matters as may be prescribed under the Act, Listing Regulations and/or by the Board of Directors of the Company from time to time.
- b) Composition, names of Members and Chairperson, meetings held during the year and attendance at the meetings:
During the year under review, the Committee met 3 times on May 21, 2018, November 05, 2018 and February 13, 2019. The constitution and number of meetings attended by members of the Committee are given below:-
| Name of the Director | No. of Meetings Attended |
|---|---|
| Mr. Bernhard Steinruecke, Chairman (Independent Director) |
2 |
| Mr. V.K. Viswanathan (Non-Executive & Non-Independent Director) |
3 |
| Dr. Gopichand Katragadda** (Independent Director) |
1 |
| Mr. Bhaskar Bhat (Independent Director) |
3 |
| Ms. Hema Ravichandar (Independent Director) |
2 |
** inducted as Member with effect from February 13, 2019
c) Performance Evaluation of Directors:
In line with the provisions of the Act and Listing Regulations, the Board has carried out the annual Performance evaluation of the Board as a whole, its Committees, the Chairman and the Directors individually.
A structured questionnaire prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning was circulated to the Directors. The criteria for evaluation of Independent Directors included attendance at the meetings, Interpersonal skills, Independent judgement, knowledge, contribution to strategy, risk management, compliance framework, etc. The feedback and results of the questionnaire are collated and reviewed. Measures for improvements to the Board effectiveness and processes are identified and acted upon. The Directors expressed their satisfaction with the evaluation process.
5. Remuneration of Directors
- a) Directors have no pecuniary relationship with the Company other than receiving remuneration as Directors.
- b) Details of Remuneration:
Whole-time Directors/Executive Directors:
The remuneration payable to the Executive Directors is in line with the Act, Listing Regulations and Nomination and Remuneration Policy for remunerating Senior Management Executives. The Company has a well-defined Policy for Remuneration of the Director, Key Managerial Personnel and other Employees. The remuneration Policy can be accessed at the following link: https://www.bosch.in/media/our\_company/ shareholder\_information/2015/nomination\_and\_remuneration\_policy.pdf
Remuneration of Executive Directors consists of a fixed salary and variable bonus. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, determines the variable bonus from year to year based on the economic results and performance of Executive Directors. In addition, Executive Directors receive benefits such as Company owned/leased house, services of security for the house and garden maintenance, company car and driver, telephone at home, club membership and reimbursement of joining time expenses and similarly on their return as well as other benefits extended to the Senior Management Executives, as per the Company's policy, from time to time.
Details of remuneration paid to Executive Directors during the financial year are given below:
Amount in INR Particulars Mr. Soumitra Bhattacharya (Managing Director) Dr. Andreas Wolf (Joint Managing Director) Mr. Jan-Oliver Röhrl (Alternate Director up to 30.06.18 Executive Director from 01.07.18) designated as Whole-time Director from 01.07.18) Salary 24,035,210 25,888,358 32,242,143 16,770,768 Bonus/ Commission 34,508,653 29,960,856 27,190,353 21,335,638 Contribution to Provident Fund & other funds 6,235,785 1,376,936 1,376,936 4,817,393 Other perquisites as per Income Tax Rules (incl. book depreciation on assets used by the Directors) 11,985,861 10,355,641 11,645,132 5,925,520 Stock Options NA NA NA NA Notice Period 12 Months* 12 Months* 12 Months* 12 Months* Severance Fee Nil Nil Nil Nil Total 76,765,509 67,581,791 72,454,564 48,849,319
*unless otherwise decided by the Board
Non Whole-time Directors:
Remuneration to Non Whole-time Directors is paid by the way of Commission and Sitting Fee for attending the meetings of the Board / Audit Committee in addition to reimbursement of expenses incurred for attending the aforementioned meetings.
The Commission is based on the profits of the Company, for an aggregate amount not exceeding INR 30,000,000 for all Non Whole-time Directors in respect of Financial Year as per the approval granted by the members of the Company at the 66th AGM held on August 24, 2018. Within the overall limit, the Commission for each Director comprises of a fixed component and a variable component. The variable component for each Director is based on the attendance at Board Meetings, responsibilities as the Chairman of the Board, Membership / Chairmanship of various committees.
Details of Commission payable and Sitting Fees paid to Non Whole-time Directors for the Financial Year ended March 31, 2019 is given below:
| Amount in INR (gross) | |||
|---|---|---|---|
| Name of the Director | Commission | Sitting Fees |
Total |
| Mr. V. K. Viswanathan | 3,000,000 | 150,000 | 3,150,000 |
| Mr. Bernhard Steinruecke | 2,707,500 | 120,000 | 2,827,500 |
| Ms. Renu S. Karnad* | 1,552,500 | 90,000 | 1,642,500 |
| Dr. Gopichand Katragadda* |
792,500 | 20,000 | 8,12,500 |
| Mr. Bhaskar Bhat | 2,745,000 | 120,000 | 2,865,000 |
| Ms. Hema Ravichandar | 2,707,500 | 120,000 | 2,827,500 |
| Mr. S.V. Ranganath* | 2,229,400 | 120,000 | 2,349,400 |
| Total | 15,734,400 | 740,000 | 16,474,400 |
*During the year under review, Ms. Renu s Karnad, Mr. Ranganath and Dr. Gopichand served as Independent Directors for approximately 6 months, 9 months and 4 months respectively. Therefore, the Commission paid to them has been calculated on pro-rata basis.
Note: Mr. Peter Tyroller has waived his remuneration as a Director. The Non-Executive Directors were not granted stock options during the year under review.
6. Stakeholders' Relationship Committee
During the year under review, the Stakeholders' Relationship Committee met 4 times on May 21, 2018, August 10, 2018, November 05, 2018 and February 13, 2019. The constitution and number of meetings attended by members of the Committee are given below:
| Name of the Director | No. of Meetings Attended |
|---|---|
| Mr. Bernhard Steinruecke, Chairman (upto 04.11.2018) (Independent Director) |
3 |
| Mr. V.K. Viswanathan (Non-Executive & Non-Independent Director) |
4 |
| Ms. Renu S. Karnad (erstwhile Independent Director)* |
2 |
| Dr.Gopichand Katragadda** (Independent Director) |
1 |
| Name of the Director | No. of Meetings Attended |
|---|---|
| Ms. Hema Ravichandar, Chairperson (from 05.11.2018) (Independent Director) |
3 |
| Mr. Soumitra Bhattacharya (Managing Director) |
4 |
| Mr. Bhaskar Bhat\$ (Independent Director) |
2 |
* Member upto September 25, 2018
**inducted as Member with effect from February 13, 2019 \$ inducted as member with effect from 01.07.2018
| Name | Compliance officer during the year under review |
|---|---|
| Mr. R Vijay Company Secretary |
up to 23.05.2018 |
| Mr. Anuj Sharma Compliance Officer(in the interim) |
from 24.05.2018 to 04.11.2018 |
| Mr. Rajesh Parte Company Secretary |
from 05.11.2018 |
The Committee reviews grievances received from the shareholders/investors and action taken thereon. The Role and terms of reference of the Committee cover the areas as contemplated under Regulation 20 read with Part D of Schedule II of the Listing Regulations and Section 178 of the Act, as applicable.
Details of shareholders' complaints received during the Financial Year 2018-19 is given below:
| Number of shareholders' complaints received during the Financial Year 2018-19 |
10 |
|---|---|
| Number of complaints solved to the satisfaction of the shareholder |
10 |
| Number of pending complaints as on March 31, 2019 |
0 |
7. Corporate Social Responsibility Committee
The Corporate Social Responsibility ("CSR") Committee is constituted by the Board with powers, inter alia, to make donations/ contributions to any Charitable and/or CSR projects or programs to be implemented directly or through an executing agency or other Not for Profit Agency, of at least two percent of the Company's average net profits during the three immediately preceding Financial Years in pursuance of the CSR Policy.
The role of this Committee also includes recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and also referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from time to time, etc.
The CSR Policy is placed on the Company's website https://www.bosch.in/media/our\_ company/shareholder\_information/2017\_2/ csrpolicy\_final.pdf
During the year under review, the CSR Committee met 2 times on May 21, 2018 and November 05, 2018. The constitution and number of meetings attended by members of the Committee are given below:
| Name of the Director | No. of Meetings Attended |
|---|---|
| Mr. Bhaskar Bhat, Chairman (Independent Director) |
2 |
| Ms. Hema Ravichandar (Independent Director) |
1 |
| Mr. Soumitra Bhattacharya (Managing Director) |
2 |
| Dr. Andreas Wolf (Joint Managing Director) |
2 |
| Mr. S V Ranganath* (Independent Director) |
1 |
| Dr. Gopichand Katragadda# (Independent Director) |
NA |
#Member with effect from February 13, 2019 *Member with effect from July 01, 2018.
8. Risk Management Committee
The Risk Management Committee comprises of Mr. Soumitra Bhattacharya – Managing Director as the Chairman, Dr. Andreas Wolf - Joint Managing Director and Mr. S C Srinivasan – Chief Financial Officer, as its Members.
The Committee is responsible for monitoring and reviewing of risk management plan of the Company and all other incidental matters from time to time as required under Regulation 21 of the Listing Regulations.
The Committee met once during the year under review on October 16, 2018.
9. General Body Meetings:
a) Locations and time of last 3 Annual General Meetings (AGMs) are given below:
| 2016 | 10:30 a.m., Thursday, September 01, 2016 at 'Hotel Shangri-la', Bengaluru |
|---|---|
| 2017 | 10:30 a.m., Friday, September 01, 2017 at 'Vivanta' by Taj, Bengaluru |
| 2018 | 10:30 a.m., Friday, August 24, 2018 at 'Vivanta' by Taj, Bengaluru |
b) Particulars of Special Resolutions passed in the last three AGMs are given below:
| 01.09.16 | Approval for alteration of Articles of Association of the Company. |
|
|---|---|---|
| 01.09.17 | Nil | |
| 24.08.18 | Revision of payment of commission to Non-Executive Directors/ Independent Directors. |
c) Special Resolution(s) passed through postal ballot during the year under review:
During the year under review, the shareholders accorded their consent to the Special Resolution, approving buyback of upto 10,27,100 equity shares at a price of INR 21,000 per share aggregating to INR 21,569,100,000/- through tender offer method using Stock Exchange Mechanism.
| Details of the aforementioned resolution passed through | |
|---|---|
| Postal Ballot is given below:- |
| Name of the Scrutinizer | Mr. Pramod S.M. of BMP & Co. LLP Practicing Company Secretaries |
|---|---|
| Mode of Voting | Postal Ballot & voting by electronic means |
| Date of Commencement of Voting |
11.11.2018 (from 9.00 am) |
| Date of closure of voting | 10.12.2018 (at 5.00 Pm) |
| Date of Report of Scrutinizer | 10.12.2018 |
| Date of declaration of Results | 10.12.2018 |
| Particulars | No. of Ballots |
No. of Votes |
% of votes |
|---|---|---|---|
| Total Postal Ballot forms Received |
940 | 24,569,484 | 100.00 |
| Less: Invalid forms received |
34 | 573 | 0.002 |
| Postal Ballot forms with assent |
831 | 24,562,581 | 99.972 |
| Postal Ballot forms with dissent |
75 | 6,330 | 0.026 |
The Special resolution as per Postal Ballot notice dated 05.11.2018 was accordingly passed with requisite majority.
d) As on the date of this report, there is no proposal for passing any special resolution by postal ballot.
10. Means of Communication:
The Company, from time to time and as may be required, communicates with its security-holders and investors through multiple channels of communications such as dissemination of information on the website of the Stock Exchanges, Press Releases, the Annual Reports and uploading relevant information on its website.
The Company discloses to the Stock Exchanges, all information required to be disclosed under Regulation 30 read with Part 'A'and Part 'B' of Schedule III of the Listing Regulations including material information having a bearing on the performance/operations of the Company and other price sensitive information.
The financial results for the quarter / half-year / year will be published as under (tentative):
| Quarter / half-year / year ending | In the month of |
|---|---|
| quarter ending June 30, 2019 | August, 2019 |
| quarter / half-year ending September 30, 2019 |
November, 2019 |
| quarter / nine months ending December 31, 2019 |
February, 2020 |
| Year ending March 31, 2020 | May, 2020 |
Quarterly/half-yearly/annual results, notices and information relating to General Meetings, etc. are published in leading newspapers (viz., Business Standard in English - All Editions and Kannada Prabha in Kannada – Bengaluru Edition) and are notified to the Stock Exchanges as required under the Listing Regulations.
The quarterly / half yearly / annual financial results and other communication including official news release to shareholders and Stock Exchanges, inter-alia, presentations to institutional investors & analysts, press releases, etc., are made available on the Company's website under 'Shareholder Information' section.
11. General Shareholder Information:
a) Annual General Meeting – date, time, venue:
67th Annual General Meeting (AGM): 3:00 p.m, August 23, 2019 at the Registered office of the Company situated at Hosur Road, Adugodi Bengaluru – 560 030.
b) Financial year:
The financial year covers the period from April 01 to March 31.
c) Dividend Payment:
The dividend for the year ended March 31, 2019, if approved at the forthcoming AGM, will be paid on or after August 23, 2019. Dividend warrants in respect of shares held in electronic/ dematerialized form will be posted to the beneficial owners to their address as per the information furnished by NSDL and CDSL as on the record date.
Particulars of dividend declared in the previous years are given below:
| Year | Dividend
per
share () | Year | Dividend<br>per<br>share () |
|----------------|------------------------------|---------------------|------------------------------|
| 2008 | 25.00 | 2013 | 55.00 |
| 2009 | 30.00 | 2014-15 (15 months) | 85.00 |
| 2010 | 40.00 | 2015-16 | 85.00 |
| 2011 (special) | 85.00 | 2016-17 (interim) | 75.00 |
| 2011 (final) | 50.00 | 2016-17 (final) | 90.00 |
| 2012 | 60.00 | 2017-18 (final) | 100.00 |
Payment of Dividend through National Automated Clearing House (NACH):
The Company provides the facility for direct credit of the dividend to the Members' Bank Accounts. SEBI Regulations also mandate companies to credit the dividend to the Members electronically. Members are therefore urged to avail this facility to ensure safe and speedy credit of their dividend into their bank accounts through the banks' "Automated Clearing House" mode. This ensures direct and immediate credit with no chance of loss of warrant in transit or its fraudulent encashment. However, where it is not possible to use electronic mode for payment, 'payable at par' warrant(s) or demand draft(s) would be issued. The Company will print the bank account details of the member(s) on such payment instruments and in cases where the bank details of members are not available, the address of the members will be printed on such payment instructions.
Pursuant to the Listing Regulations, the Company is required to maintain bank details of its members for the purpose of payment of dividends etc. Members holding shares in electronic form are requested to approach their Depository Participants (DP) for updating their bank details. Members holding shares in physical form, who wish to avail NACH facility, are requested to give the NACH mandate in the prescribed form. The form can be obtained from the Company's website under the 'Shareholder Information' section.
Particulars of Dividend remaining unclaimed: In terms of Section 124(5) of the Companies Act, 2013, amounts transferred to the Unpaid Dividend Account of the Company, which remain unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government along with the underlying shares.
Brief particulars of dividend amount remaining unclaimed are given below:
| Year to which the dividend pertains |
Declared at the AGM/ (Board Meeting) held on |
Date of Transfer to Unpaid Dividend Account |
Balance in the Unpaid Dividend Ac count as on 31.03.2019 (`) |
Due date for transfer to the Fund* |
|---|---|---|---|---|
| 2011 (final) | 04.06.12 | 10.07.12 | 3,333,800 | 09.07.19 |
| 2012 (final) | 05.06.13 | 09.07.13 | 4,072,980 | 08.07.20 |
| 2013 (final) | 05.06.14 | 09.07.14 | 4,183,355 | 08.07.21 |
| 2014-15 (final) | 28.08.15 | 01.10.15 | 6,190,210 | 30.09.22 |
| 2015-16 (final) | 01.09.16 | 03.10.16 | 6,857,035 | 02.10.23 |
| 2016-17 (interim) | 10.02.17 | 14.03.17 | 6,178,200 | 13.03.24 |
| 2016-17 (final) | 01.09.17 | 05.10.17 | 7,315,560 | 04.10.24 |
| 2017-18 (final) | 24.08.18 | 28.09.18 | 6,609,100 | 27.09.25 |
*In terms of Section 124(5) of Companies Act, 2013
Investors are requested to send their claim at least 15 days prior to due date for transfer to IEPF for ensuring payment of their dividend.
Details of the unclaimed dividend pertaining to the years 2011 to 2016-17 (final) as on the date of last AGM (August 24, 2018) was hosted on the Company's website under the section 'Shareholder Information'.
Members can claim the unpaid dividend from the Company before it is transferred to IEPF. As per Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (IEPF Rules), the transferred dividend can be claimed by the concerned member by making an application in Form IEPF-5 along with necessary documents from IEPF Authority. The members/claimants can file only one consolidated claim in a financial year as per the IEPF Rules. The detailed procedure is provided on the website of the Company –
d) Transfer of underlying shares into IEPF in cases where unclaimed dividends have been transferred to IEPF:
In terms of Section 124(6) of the Companies Act 2013 read with IEPF Rules, the Company is required to transfer the shares in respect of which dividends have remained unclaimed/unpaid for a period of seven consecutive years to the IEPF Account established by the Central Government.
A public notice was published on 06.04.2018 in Business Standard – All Editions and Kannada Prabha – Bengaluru Edition informing the members regarding the provision for transfer of shares to IEPF. Additionally, individual communication to the shareholders whose shares are liable to be transferred to IEPF Account pursuant to the said Rules, requesting them to take immediate action in the matter has been sent. The Company transferred 3,669 shares to IEPF during the year. The details of these shares are available on the Company's website. Further, shares in respect of which dividend will remain unclaimed progressively for seven consecutive years, will be reviewed for transfer to the IEPF as required by law. The Company will transfer the said shares, after sending an intimation of the proposed transfer in advance to the concerned shareholders, as well as, publish a public notice in this regard.
e) Listing of shares and stock code:
The Company's equity shares are listed at the following Stock Exchanges and Listing Fees for the financial year 2019-20 has been paid to the Stock Exchanges.
| Name and address of the Stock Exchange |
Stock Code |
|---|---|
| BSE Limited PhirozeJeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001. |
500530 |
| National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Bandra-Kurla Complex, Bandra, Mumbai 400 051. |
BOSCHLTD |
The International Securities Identification Number (ISIN) for the Company's Shares is INE 323A01026.
f) Market Price data – high, low during each month in the last financial year (i.e. year under review):
Price and Volume of Shares Traded
| Month / Year |
BSE Limited | National Stock Exchange of India Limited |
||||
|---|---|---|---|---|---|---|
| High ( ) | Low<br>() |
Volume (Nos.) |
High ( ) | Low<br>() |
Volume (Nos.) |
|||
| Apr 2018 |
20,299 | 17,849 | 17,843 | 20,298 | 17,778 | 382,315 |
| May 2018 |
19,687 | 17,293 | 13,881 | 19,700 | 17,250 | 288,386 |
| Jun 2018 |
19,142 | 17,171 | 11,911 | 19,137 | 17,152 | 323,093 |
| Jul 2018 |
19,115 | 17,170 | 14,944 | 19,127 | 17,252 | 231,631 |
| Aug 2018 |
22,400 | 18,500 | 36,247 | 22,400 | 18,552 | 448,572 |
| Sep 2018 |
22,350 | 19,400 | 27,815 | 22,350 | 19,300 | 456,276 |
| Oct 2018 |
20,099 | 17,620 | 18,389 | 19,950 | 17,614 | 367,955 |
| Nov 2018 |
20,436 | 18,335 | 21,108 | 20,500 | 18,280 | 618,551 |
| Dec 2018 |
19,984 | 18,300 | 20,441 | 20,000 | 18,293 | 609,656 |
| Jan 2019 |
19,737 | 17,912 | 22,464 | 19,740 | 17,901 | 242,172 |
| Feb 2019 |
19,490 | 17,600 | 20,972 | 19,494 | 17,564 | 440,933 |
| Mar 2019 |
19,423 | 17,651 | 19,942 | 19,422 | 17,630 | 349,531 |
g) Performance in comparison to broad based indices viz. BSE Sensex:

- h) Details of securities suspended: Not applicable.
- i) Registrar and Share Transfer Agents (RTA): Integrated Registry Management Services Private Limited No.30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bengaluru – 560 003 Tel: (080) 23460815 to 818 E-mail: giri@integratedindia.in
- j) Share Transfers System: The Company's shares being in the compulsory
demat list, are transferable through the depository system. However, shares held in physical form are processed by the Registrar & Share Transfer Agent in co-ordination with the Company and the share certificates are returned within fifteen days from the date of receipt for transfer by the Company provided that the transfer documents are complete in all respects. As per SEBI norms, with effect from April 1, 2019 only transmission or transposition requests for transfer of securities shall be processed in physical form. All other transfers shall be processed in dematerialised form only. The company has sent reminders to shareholders holding shares in physical form to dematerialise their shares promptly to avoid inconvenience. The procedure for dematerialisation has been published on the Company's website.
k) Nomination facility:
Pursuant to the provisions of Section 72 of the Companies Act, 2013, and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members may file Nomination in respect of their shareholdings. Members holding shares in Physical Form willing to avail this facility may submit to the Company the prescribed Form SH-13 and any change or variation in the nomination in prescribed Form SH-14. Form SH-13 and SH-14 can be downloaded from the Company's website under the section 'Shareholder Information'. Members holding shares in electronic form are requested to give the nomination to their respective Depository Participants.
l) Requirement of PAN:
Members who hold shares in the physical form are advised that in terms of the Listing Regulations, for transfer, transmission of shares, issue of duplicate share certificates, etc., a copy of the PAN card along with other necessary documents shall be submitted to the Company/RTA.
Member's attention is invited to SEBI's circular no. SEBI/HO/MIRSD/0081/CIR/P/2018/73 dated April 20, 2018 pursuant to which the company has written to shareholders holding shares in physical form requesting them to furnish details regarding their PAN and also their bank details for payment of dividend through electronic mode. Those shareholders who are yet to respond to the Company's request in this regard are once again requested to take action in the matter at the earliest.
m) Subdivision of shares: The Company had subdivided the face value of its equity shares from INR 100 to INR 10 in 2004. The old shares having face value of INR 100 are no
longer tradable on the stock exchanges. Members holding share certificates of the face value of INR 100 are requested to send the certificates to the Company / RTA for exchange with shares of the face value of INR 10 each.
n) Rights of Members:
The following are some of the important rights of the members:
-
- Receive notices of General Meetings, Annual Report, etc.
-
- Attend and vote at the General Meetings and appoint proxy in their stead.
-
- Request an Extraordinary General Meeting along with other members who collectively hold not less than 1/10th of the total paid up share capital of the Company carrying voting rights.
-
- Receive dividends and other corporate benefits like rights, bonus shares etc., when declared / announced.
-
- Transfer the shares.
-
- Inspect minute books of General Meetings.
-
- Inspect Register of Members.
-
- Nominate a person to whom his/her shares shall vest in the event of death.
-
- Seek relief in case of oppression and mismanagement in the manner given under the Companies Act, 2013.
-
- Seek relief in case the affairs of the company are managed in a manner prejudicial to the interest of the company or its members by virtue of a Class Action Suit under Section 245 of the Act.
- o) Date of Book Closure:
The Company's Register of Members and the Share Transfer Books will remain closed from August 17, 2019 to August 23, 2019 (both days inclusive) for the purpose of payment of dividend and Annual General Meeting.
p) Dematerialisation of shares and liquidity: 99.49% of the paid-up share capital had been dematerialised, as at 31st March, 2019.
Members still holding physical share certificates are requested to dematerialize their shares by approaching any of the Depository Participants registered with the Securities and Exchange Board of India (SEBI).
q) Outstanding Global Depository Receipts (GDRs) or American Depository Receipts (ADRs) or warrants or any convertible instruments, conversion date and likely impact on equity: None.
| Category | No. of Members |
No. of Shares held |
|
|---|---|---|---|
| Promoter and Promoter Group | |||
| Robert Bosch GmbH | 1 | 20,351,224 | 69.00 |
| Robert Bosch Engineering Business Solutions Pvt. Ltd |
1 | 454,000 | 01.54 |
| Total (A) | 2 | 20,805,224 | 70.54 |
| Public & Others | |||
| Mutual Funds | 67 | 527,005 | 1.79 |
| Alternate Investment Funds | 6 | 7,046 | 0.02 |
| Foreign Portfolio Investors | 382 | 2,213,779 | 7.51 |
| Financial Institutions/ Banks | 14 | 49,371 | 0.17 |
| Insurance Companies | 12 | 3,260,255 | 11.04 |
| NBFCs | 4 | 246 | 0 |
| Bodies Corporate | 1,320 | 308,288 | 1.05 |
| Clearing Member | 249 | 23,109 | 0.08 |
| Foreign Nationals | 4 | 179 | 0 |
| Trust | 38 | 20,775 | 0.07 |
| IEPF | 1 | 29,181 | 0.10 |
| Individuals | 71,138 | 2,249,182 | 7.63 |
| Total (B) | 73,235 | 8,688,416 | 29.46 |
| Total (A+B) | 73,237 | 29,493,640 | 100.00 |
r) Shareholding Pattern (as on March 31, 2019)
s) Distribution of Shareholding (as on March 31, 2019)
| Members | Shares | |||
|---|---|---|---|---|
| No. of Shares held |
No. | % | No. | % |
| 1-500 | 72,264 | 98.67 | 1,286,803 | 4.36 |
| 501-1000 | 455 | 0.62 | 326,113 | 1.11 |
| 1001-2000 | 246 | 0.34 | 338,454 | 1.15 |
| 2001-3000 | 60 | 0.08 | 143,289 | 0.49 |
| 3001-4000 | 37 | 0.05 | 127,660 | 0.43 |
| 4001-5000 | 24 | 0.03 | 104,573 | 0.35 |
| 5001-10000 | 64 | 0.09 | 459,890 | 1.56 |
| >10000 | 87 | 0.12 | 26,706,858 | 90.55 |
| Total | 73,237 | 100.00 | 29,493,640 | 100.00 |
t) Commodity price risk and hedging activities:
The Company has a significant usage of commodities like steel, aluminium and copper exposing it to the price risk arising out of market fluctuations. For steel, a long-term contract has been entered into ranging from single to multiyear considering the purchase volumes. Annual negotiations are carried out. In case of copper and aluminum, prices are negotiated quarterly based on LME basis as well as worldwide market competitive offers from India, China and Asian suppliers.
u) Foreign Exchange risk and hedging activities:
The Company is exposed to foreign exchange risk on account of import of various raw materials used in its production and technology products imported and
sold, and other export transactions. To reduce this risk in the long-term the Company constantly evaluates its business plan and opportunities for localization. Hedging is also used as a tool to manage foreign exchange risk.
- v) Plant Locations:
-
- Bengaluru-Hosur Road, Adugodi, Bengaluru-560030
-
- Bidadi-No. 42, II-phase, Sector-2, KIADB Industrial Area, Shanumangala, Bidadi Hobli, Ramanagar District – 562 109
-
- Nashik-Post Box No. 6475, MIDC Estate Satpur, Trimbak Road, Nashik - 422 007
-
- Jaipur-SP-663 RIICO, Industrial Area, Sitapura, Jaipur - 302 022
-
- Naganathapura-Post Box No. 6887, Electronic City P.O. Bengaluru - 560 100
-
- Verna-N-4A, Phase IV, Verna Industrial Estate Verna, Salcete, Goa - 403 722
-
- Gangaikondan-. B8, SIPCOT Industrial Centre, Tirunelveli Taluk, Gangaikondan, Tamil Nadu-627352
-
- Chennai-Indospace SKCL, Oragadam, Wallajabad Road, Sriperumbudur Taluk, Kancheepuram-631604
- w) Investor Service Centre: Secretarial Department (Dept: BCS) Bosch Limited Hosur Road, Adugodi, Bengaluru – 560 030 Tel: (080) 6752 2393 (Extn: 2315/1750); Monday to Friday: 9:30 a.m. to 5:00 p.m. (except public holidays) Designated e-mail ID for redressal of investor complaints: [email protected]
Compliance Officer
Mr. R. Vijay, Company Secretary (upto May 23, 2018) Mr. Anuj Sharma (from May 24, 2018 to November 04, 2018).
Mr. Rajesh Parte (from November 05, 2018.)
Shareholders may also contact the Registrar & Share Transfer Agent of the Company for matters relating to transfer/dematerialization of shares, payment of dividend or any other query relating to Equity Shares of your Company for matters relating to transfer/ dematerialisation of shares, payment of dividend and any other query relating to Equity Shares of your Company.
12. Other Disclosures
a) Related Party Transactions:
During the year under review, there were no materially significant related party transactions that had or may have conflict with the interest of the Company at large. The Company has a policy for Related Party Transactions, which can be accessed at the following link: https://www.bosch.in/media/ our company/shareholder\information/2014/rpt\ policy.pdf
All Transactions entered into by the Company during the year with related parties were in the ordinary course of business and on arm's length pricing basis. In line with the amended SEBI Listing Regulations Related Party Transaction policy is amended suitably with effect from 01.04.2019.
b) Penalties & Strictures:
No penalties or strictures have been imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other authority on any matter relating to capital market during the last three years.
c) Vigil Mechanism and Whistle Blower Policy: The Company has a Whistle Blower Policy which provides a vigil mechanism for dealing with instances of fraud and mismanagement.
The said policy can be accessed at: https:// www.bosch.in/media/our\company/shareholder\ information/2014/whistle\_blower\_policy.pdf
The Whistle Blower Policy of the Company, inter-alia, provides access to the Chairman of the Audit Committee, protection against victimization, affords protection to the directors, employees and associates of Company in the matter of disclosure of any alleged wrongful conduct concerning the affairs of the Company made in good faith and details the procedure for making such protected disclosure.
During the period under review, no person was denied access to the Audit Committee.
- d) The Company has complied with all the Mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- e) Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32(7A).
There was no Preferential Allotment or Qualified Institutions Placement as specified under Regulation 32(7A).
- f) Certificate from Mr. Pramod S M, Partner BMP & Co. LLP, Practicing Company Secretaries is attached (which forms integral part of this report) confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.
- g) There was no such instance during FY 2018-19 when the Board had not accepted any recommendation of any Committee of the Board.
- h) Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/ network entity of which the statutory auditor is a part, is given below:
| Payment to Statutory Auditors FY 2018-19 | |
|---|---|
| Statutory Audit | 8,000,000 |
| Other Services including reimbursement of expenses |
2,500,000 |
| Total | 10,500,000 |
i) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013:
| Number of complaints filed during the financial year | 01 |
|---|---|
| Number of complaints disposed of during the financial year | 01 |
| Number complaints pending as on end of the financial year | Nil |
- j) Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10)of Schedule V(c) of the Listing Regulations:Nil
- k) The Company has also complied with the following discretionary requirements specified in Part E of Schedule II in terms of Regulations 27(1)
-Separate posts of Chairman and CEO: The position of the Chairman and the CEO are separate.
-Statutory Auditors of the Company have issued an Audit Report with unmodified opinion on Annual Audited Financial Results of the Company for the financial year ended on 31st March 2019.
-Internal auditors periodically apprise the Audit Committee on findings/observation of Internal Audit and actions taken thereon.
-In addition to the statutory requirements, the Audit Committee have a separate discussion / meeting with the Statutory Auditor and Internal Auditors on matters concerning the Audit without the presence of Executive Management of the Company. Measures for improvements are discussed with the Executive Management.
- l) The Company has duly complied with the requirements specified in Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.
- m) The Company has followed the relevant Accounting Standards notified by the Companies (Indian Accounting Standards) Rules, 2015 while preparing Financial Statements.
- n) Disclosure of commodity price risks and commodity hedging activities:
The Company has adequate risk assessment and minimization system in place including for commodities. The Company does not have material exposure of any commodity. The Company has adequate risk assessment andminimization system in place including for Commodities. The Company
Amount in INR
does not have material exposure of any commodity. The Exposure of the Company to various commodities is given in the below:
| % of Exposure hedged through commodity derivatives |
|||||
|---|---|---|---|---|---|
| Commodity Name |
Exposure in Million INR towards that particular commodity |
Exposure in Quantity in Metric tons terms towards the particular commodity |
Domestic Market OTC & Exchange |
Interna tional Market OTC & Exchange |
Total |
| Alloy Steel | 2,800 | 30,000 | Nil | Nil | Nil |
| Aluminium | 1,440 | 9,200 | Nil | Nil | Nil |
| Copper | 160 | 250 | Nil | Nil | Nil |
13. Subsidiary Company
The Company does not have any material non-listed subsidiary.
Pursuant to the Explanation under Regulation 16(1) (c) of the Listing Regulations, the Company has made a policy for determining 'material' subsidiary and is available at https://www.bosch.in/media/our\_ company/shareholder\information/2015/policy\_on\ material\_subsidiary1new.pdf
14. Code of Conduct
The Code of Conduct for Board Members and Senior Management can be accessed at the following link: https://www.bosch.in/media/our\_company/ shareholder\information/2018/code\_of\ conduct\_1072294.pdf
The Certificate by the Managing Director of the Company regarding compliance with the Code of Conduct for Directors and Senior Management is given below:
This is to confirm that:
The Company has obtained from the Directors and Senior Management personnels affirmation that they have complied with the Code of Conduct for Directors and Senior Management of the Company for and in respect of the financial year ended March 31, 2019.
Soumitra Bhattacharya Managing Director
Place: Bengaluru Date: May 21, 2019
15. CEO/CFO Certificate
A certificate from the Managing Director and the Chief Financial Officer dated May 21, 2019 on the financial statements of the Company for the financial year ended March 31, 2019, pursuant to Regulation 17(8) of the Listing Regulations read with Part B of Schedule II thereof, was placed before the Board at its meeting held on May 21, 2019.
16.Prohibition of Insider Trading and Code of Conduct for Directors, etc.
The Company has adopted a "Code of Conduct to regulate, monitor and report trading by Employees and other Connected Persons" and "Code of Fair Disclosure" pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The above code prohibits dealing in shares of the Company during the period when trading window is closed. The closure of trading window is also intimated to the Stock Exchanges. In line with the amendments introduced by SEBI, code is amended suitably to align it with the amendments effective 01.04.2019.
17.Reconciliation of Share Capital
During the year under review, an audit was carried at the end of every quarter by a qualified Company Secretary for reconciling the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares held in physical form and the total number of dematerialized shares held with NSDL and CDSL. The report for every quarter upon reconciliation of capital was submitted to the Stock Exchanges and was also placed before the Board of Directors at their meetings.
18.Disclosures with respect to DEMAT Suspense Account/Unclaimed Suspense Account
Not Applicable.
19.SEBI Complaints Redress System (SCORES)
SEBI has provided an online platform wherein shareholders can lodge their grievances. This facility is known as SEBI Complaints Redress System (SCORES) which can be accessed at https://scores.gov.in.
This facility enables the shareholders to raise their grievances online and view its status. Your Company is registered with SEBI SCORES. For further details regarding this facility, the shareholders may refer to the above website.
Bengaluru May 21, 2019
Corporate Governance Compliance Certificate
To,
Members of Bosch Limited
We have examined the compliance of conditions of Corporate Governance by Bosch Limited ("the Company"), for the purpose of certifying of the Corporate Governance under Regulation 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from the period April 01, 2018 to March 31, 2019. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of certification.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For BMP & Co. LLP Company Secretaries
Pramod SM Place: Bengaluru Partner Date: May 21, 2019 FCS 7834 / CP No. 13784
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members of Bosch Limited
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Bosch Limited having CIN L85110KA1951PLC000761 and having registered office at Hosur Road, Adugodi, Bangalore 560030 (hereinafter referred to as 'the Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
| Sl. No. |
Name of the Director | DIN | Designation |
|---|---|---|---|
| 1. | Mr. V.K. Viswanathan | 01782934 | Chairman, Non-Executive & Non Independent Director |
| 2. | Mr. Peter Tyroller | 06600928 | Non-Executive & Non-Independent Director |
| 3. | Mr. Bernhard Steinruecke | 01122939 | Independent Director |
| 4. | Mr. Bhaskar Bhat | 00148778 | Independent Director |
| 5. | Ms. Hema Ravichandar | 00032929 | Independent Director |
| 6. | Mr. S.V. Ranganath | 00323799 | Independent Director |
| 7. | Mr. Gopichand Katragadda | 02475721 | Independent Director |
| 8. | Mr. Soumitra Bhattacharya | 02783243 | Managing Director |
| 9. | Dr. Andreas Wolf | 07088505 | Joint Managing Director |
| 10. | Mr. Jan Oliver Röhrl | 07706011 | Whole Time Director |
| 11. | Mr. S.C. Srinivasan | 02327433 | Alternate Director to Mr. Peter Tyroller |
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For BMP & Co. LLP Company Secretaries
Pramod SM Place: Bengaluru Partner Date: May 21, 2019 FCS 7834 / CP No. 13784
Business Responsibility Report
Section A: General Information about the Company
- 1. Corporate Identity Number (CIN): L85110KA1951PLC000761
- 2. Name of the Company: Bosch Limited
- 3. Registered office address: Hosur Road, Adugodi, Bengaluru - 560 030
- 4. Website: www.bosch.in
- 5. E-mail ID: [email protected]
- 6. Financial Year reported: April 01, 2018 to March 31, 2019
- 7. Sector(s) that the Company is engaged in (industrial activity code-wise): Automotive Components and Accessories NIC Code: 29104
- 8. List three key products/services that the Company manufactures/provides (as in balance sheet):
- i) Fuel Injection Equipment & Components
- ii) Power Tools
- iii) Building Technology (Security Technology) Products
- 9. Total number of locations where business activity is under taken by the Company (as on the date of this report):
- i) International Location: Nil
- ii) National Locations: 8 plants and 12 Offices at different locations across India.
- 10.Markets served by the Company: Local/State/ National/International.
Section B: Financial Details of the Company
| [Mio INR] | ||
|---|---|---|
| Sl. No. |
Particulars | Details |
| 1. | Paid up Capital | 295 |
| 2. | Total Turnover | 117,818 |
| 3. | Total profit after taxes | 15.980 |
| 4. | Total spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%) |
2.21 |
| 5. | List of activities in which expenditure in 4 above has been incurred:- |
Please refer Annual Report on CSR Activities |
Section C: Other Details
-
- Does the Company have any Subsidiary Company/ Companies? Yes, the Company has one subsidiary viz., MICO Trading Private Limited.
-
- Does the Subsidiary Company/Companies participate in the BR Initiatives of the Parent Company? If yes, then indicate the number of such subsidiary company(s). The said subsidiary has not commenced operations. Hence, there is no participation by the said subsidiary in business responsibility initiatives of the Company.
-
- Do any other entity/entities (e.g. suppliers, distributors, etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%] No. However, the Company encourages its suppliers, dealers and other stakeholders to support various initiatives of the Company's business responsibility.
Section D: BR Information
1. Details of the Director/Directors responsible for implementation of the BR:
| Director Identification : 02783243 | |
|---|---|
| Number (DIN) | |
| Name | : Mr. Soumitra Bhattacharya |
| Designation | : Managing Director |
Details of the BR head:
| Sl. No. |
Particulars | Details |
|---|---|---|
| 1. | DIN (if applicable) |
02783243 |
| 2. | Name | Mr. Soumitra Bhattacharya |
| 3. | Designation | Managing Director |
| 4. | Telephone number |
(080) 6752 2216 |
| 5. | e-mail id | Soumitra.bhattacharya@ in.bosch.com |
2. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N):
The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These are briefly as under:
- P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
- P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
- P3 Businesses should promote the well-being of all employees.
- P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized.
- P5 Businesses should respect and promote human rights.
- P6 Businesses should respect, protect and make efforts to restore the environment.
- P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
- P8 Businesses should support inclusive growth and equitable development.
- P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner.
| Sl. No. |
Questions | Business Ethics |
Responsibility Product |
Well-being of Employees |
Stakeholder Engagement |
Human Rights |
Environment | Public Policy | CSR | Customer Relations |
|---|---|---|---|---|---|---|---|---|---|---|
| P1 | P2 | P3 | P4 | P5 | P6 | P7 | P8 | P9 | ||
| 1. | Do you have a policy / policies for … | Y* | Y | Y | Y* | Y* | Y | N | Y | Y* |
| 2. | Has the policy being formulated in consultation with the relevant stakeholders? |
- | - | Y | - | - | Y | - | - | - |
| 3. | Does the policy conform to any national/international standards? If yes, specify? |
- | - | - | - | - | Y (ISO14001 and OHSAS18001) |
- | - | - |
| 4. | Has the policy being approved by the Board? If yes, has it been signed by MD/Owner/CEO/appropriate Board Director? |
- | - | - | - | - | - | - | Y | - |
| 5. | Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy? |
Y | - | Y | - | - | - | - | Y | - |
| 6. | Indicate the link for the policy to be viewed online? |
- | - | - | - | - | - | - | Y** | - |
| 7. | Has the policy been formally communicated to all relevant internal and external stakeholders? |
Y (Internally) |
- | Y (Internally) |
- | - | Y | - | Y | - |
| 8. | Does the company have in-house structure to implement the policy/ policies? |
Y | Y | Y | Y | Y | Y | - | Y | Y |
| 9. | Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders' grievances related to the policy/policies? |
Y | Y | Y | Y | Y | Y | - | Y | Y |
| 10. | Has the company carried out independent audit/evaluation of the working of this policy by an internal or external agency? |
- | - | Y (Internal Agency) |
- | - | Y (both Internal & External Agency) |
- | - | - |
* These principles are encompassed in the Company's code of Business Ethics and Principles of Social Responsibility.
** The CSR Policy of the Company can be accessed at https://www.bosch.in/media/our\_company/shareholder\_information/2017\_2/csrpolicy\_final.pdf
| Sl. No. |
Questions | P1 | P2 | P3 | P4 | P5 | P6 | P7 | P8 | P9 |
|---|---|---|---|---|---|---|---|---|---|---|
| 1. | The company has not understood the Principle |
-- | -- | -- | -- | -- | -- | -- | -- | -- |
| 2. | The company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles |
-- | -- | -- | -- | -- | -- | -- | -- | -- |
| 3. | The company does not have financial or manpower resources available for the task |
-- | -- | -- | -- | -- | -- | -- | -- | -- |
| 4. | It is planned to be done within next 6 months |
-- | -- | -- | -- | -- | -- | -- | -- | -- |
| 5. | It is planned to be done within the next 1 year |
-- | -- | -- | -- | -- | -- | -- | -- | -- |
| 6. | Any other reason (please specify) | P7 The Company through the various industry forums endeavors to promote growth and technological progress, economic reforms, inclusive development policies and sustainable business principles. Therefore, need for a formal policy has |
2a. If answer to the question at Sl. No 1 against any of the Principle is 'No', please explain why: (Tick up to 2 options)
3. Governance related to BR:
• Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.
not been felt.
There is no defined frequency. Assessment is an ongoing exercise and is an inherent part of corporate functions.
• Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently is it published? No.
Section E: Principle-wise performance
Principle 1: Business should conduct and govern themselves with Ethics, Transparency and Accountability
- Does the policy relating to ethics, bribery and corruption cover only the company? Yes/No. Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?
The Company's policy relating to ethics, bribery and corruption extends to Group Companies in India, its employees and representatives which include dealers, distributors, agents, sub-contractors and power of attorney holders.
- How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.
The Company has received 16 stakeholder complaints during the year under review. Out of them, 8 complaints were satisfactorily resolved and 8 are pending as on the date of this report.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
-
- List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.
- Marble Cutter (GDC 120)
- Common Rail Injector (CRI 1-14)
-
Single Cylinder Pump (PF 51)
-
For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional):
GDC 120 has resulted in reduction in energy consumption by approximately 10%. Additionally, design optimization has resulted in substantial reduction in consumption of raw material.
For the Injector there has been reduction in energy consumption by approximately 20%. Additionally, design optimization & reuse of material through innovative techniques has resulted in substantial reduction in consumption of raw materials and generation of wastes.
PF 51 14.5-20 (SOP – 2009) after which the PF51-16 was launched in 2012 with reduced usage of declared substance (Ni) from 3.5% to 0.5%. The PF45-20 was launched in 2010 with optimized mass & volume established out of the design (PF45-16 weight = 1497.01g; PF45-20 = 1435.22g)
- Does the company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.
Sourcing of material for the product and indirect material required for manufacturing has continuously evolved with the concept of using only material, which can be recycled. This starts with design and selection of raw material and manufacturing process with suppliers. The manufacturing process is selected and improved year on year to reduce energy and resource consumption.
The Company has implemented Transport Management Center (TMC). In TMC, the supplier selection process is streamlined to bring in competent suppliers. By following this process, the Company is not only able to reduce the transportation cost but also reduce the carbon footprint paving the way for a greener tomorrow.
There is a strong focus on the elimination of corrugated box & moving towards Returnable bins for eco-friendly transport.
- Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors?
The Company, as a policy, ensures localization and outsourcing in each manufacturing facility with suppliers who are competitive as well as in close proximity of the facilities.
Localized vendors are preferred, if they meet the quality specifications & the Environment, Health and Safety requirements. The Company focuses on increasing the capacity and capability of its suppliers and provides complete hands-on training in classroom and on shop floor to its suppliers on various Bosch systems and quality tools.
- Does the company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.
Yes, the Company has a mechanism to recycle products and waste. Nearly 95% of product components are recycled post its Life Cycle.
Plant level procedures have been established to identify the variants of wastes and also systematically adhere to recycling requirements. Ex: Metal chips, carton boxes, wooden pallets, solvents, used oil etc.
In Nashik Plant, last year more than 60,000 liters of cutting oil were re-filtered and reused back in the process at the site.
Principle 3: Businesses should promote the well-being of all Employees
- Please indicate the total number of employees:
| Sl. No. | Category of Employees | No. of Employees |
|---|---|---|
| 1. | Associates | 5,572 |
| 2. | Managerial and Superintending Staff (M&SS) | 3,673 |
| Total | 9,245 |
-
Please indicate the total number of employees hired on temporary/contractual/casual basis: 3690
-
Please indicate the number of permanent women employees:
436
-
- Please indicate the number of permanent employees with disabilities: 6
-
- Do you have an employee association that is recognized by management?
Yes, there are recognized trade unions affiliated to various central trade union bodies.
-
- What percentage of your permanent employees are members of this recognized employee association? Almost 100% of permanent employees are members of recognized employee associations.
-
- Please indicate the number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.
| Sl. No. |
Category | No. of complaints filed during the Financial Year |
No. of complaints pending as on end of the Financial Year |
|---|---|---|---|
| 1. | Child labour/forced labour/involuntary labour |
0 | 0 |
| 2. | Sexual Harassment* | 1 | 0 |
| 3. | Discriminatory employment | 0 | 0 |
*The above may be treated as information pursuant to provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
- What percentage of your undermentioned employees were given safety & skill up-gradation training in the last year?
Almost all the employees were given safety training last year. Please refer below the percentage of skill upgradation training in the last year-
| 1. Permanent Employees | : | 58.12% |
|---|---|---|
| 2. Permanent Women Employees | : | 81.20% |
| 3. Casual/Temporary/Contractual Employees | : | 89.20% |
| 4. Employees with Disabilities | : | 2.60% |
Principle 4: Businesses should respect the interests of, and be responsive towards all Stakeholders, especially those who are disadvantaged, vulnerable and marginalized
- Has the company mapped its internal and external stakeholders? Yes/No
Yes.
-
- Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders? Yes.
-
- Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so.
The Company has always engaged itself in special initiatives with the disadvantaged, vulnerable and marginalized stakeholders. Such disadvantaged, vulnerable and marginalized stakeholders are working in various divisions/departments.
The Company provides and facilitates medical support to the students studying in the Government schools. In addition, educational support like giving practical training in Science subjects, Value Education, teaching, English and setting up computer labs etc. Bosch has also enabled a Government Primary Health Centre into a multispecialty hospital, catering to almost 50,000 population in and around the plant in Adugodi, who are Below Poverty Line.
The Company under BRIDGE program selects school dropouts and they are imparted industry relevant, short term skills development and training program with the focus to help them get suitable employment.
Principle 5: Businesses should respect and promote human rights
- Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?
The Company's Policy on Human Rights not only covers the Company but also extends to its Group Companies, Joint Ventures, Suppliers, Contractors, NGOs, etc.
- How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?
No stakeholder complaints were received by the Company during the Financial Year ended March 31, 2019.
Principle 6: Businesses should respect, promote and make efforts to restore the environment
- Does the policy related to Principle 6 cover only the company or extend to the Group/Joint Ventures Suppliers/Contractors/NGOs/others.
Policy is applicable not only to the Company but also extends to its suppliers, contractors, recyclers & others with whom its activities are involved. Key parameters at contractors, supplier sites that can affect the Company's business is monitored where practical and provide our support by way of sharing the EHS knowledge with the suppliers,contractors and Joint Ventures.
- Does the Company have strategies/initiatives to address global environmental issues such as climate change, global warming, etc.? Y/N. If yes, please give hyperlink for webpage, etc.
Yes.
Environment protection:
Innovative technologies are used to reduce the impact on the environment. In the entire chain of manufacturing, the thrust is on preserving natural resources. Processes are designed to minimize use of raw materials, water and energy. Based on technological developments, the processes are reviewed for optimization through continuous improvement process. Water and energy conservation projects yield substantial results, year on year.
Climate protection:
Bosch is committed to actively shaping climate protection. Based on its own value added, the Company aims to reduce relative CO₂ emissions. To this end, business divisions have defined clear climate protection objectives and measures to improve energy efficiencies. Solar power generation, solar hot water generation, steam generation from solar concentrators and turbo ventilators are some of the initiatives taken at our locations for harnessing renewable sources of energy.
- Does the Company identify and assess potential environmental risks? Y/N
Yes, the potential environmental risks and the opportunities for further improvements are identified and evaluated using a tool for all the identified significant aspects from the manufacturing and other business process. In case of significant risks appropriate controls are established to minimize the impact on environment. The above is done as part of the requirements of ISO 14001 – Environmental Management System requirement across Bosch locations.
- Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report is filed?
No.
- Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc., Y/N. If yes, please give hyperlink for web page, etc.
Yes. Clean technologies like solar harvesting initiatives are adopted to harvest renewable source of energy at all locations of the Company.
- Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the Financial Year being reported?
Yes, the emission/waste generated across all locations are monitored as per the defined frequency by the respective SPCB and have been found well within the permissible limits. Various air pollution control measures are adopted and it is ensured that the emissions meet the stipulated standards. Also, wastes are segregated based on their characteristics and a suitable reuse/disposal mechanisms are worked out. Waste management strategy includes reduction in generation of wastes which are going in to land fill, recycling of wastes and maximizing the reuse.
The Company also conducts regular audits at the locations where the wastes are disposed to ensure it is treated and disposed in a scientific manner with minimum impact on the environment.
- Number of show cause/legal notices received from SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.
Nil
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
- Is your company a member of any trade and chamber or association? If Yes, name only those major ones that your business deals with:
The Company is a member of:
- i) Confederation of Indian Industry (CII)
- ii) Indo-German Chamber of Commerce
- iii) Automotive Component Manufacturers' Association of India (ACMA)
-
- Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)
Yes, following are the broad areas:
- a) Promote growth and technological progress
- b) Sustainable business principles
- c) Energy Sustainability
- d) Water & Food Security
Principle 8: Businesses should support inclusive growth and equitable development
- Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes, details thereof.
Yes.
In line with the provisions of the Companies Act, 2013 and based on recommendation of the CSR Committee, the Board of Directors have approved a CSR Policy. The CSR policy, inter-alia, deals with the objectives of the Company's CSR initiatives, the guiding principles, the thrust areas of CSR, the responsibilities of the CSR Committee, the implementation plan and reporting framework.
The thrust areas of the Company's CSR activities are:
- a) Child health, hygiene and education;
- b) Vocational training focused on employable skills; and
- c) Neighbourhood projects as per the local needs identified by Company's Plants
Some of the initiatives taken during the year under review are:
Child Health, Hygiene and Education:
The Health & Hygiene activities included general health camps, malnutrition, dental health camp and a health check-up in the Government schools and also infrastructure support to school children who are studying in Government schools.
Child Health Development Programme (CHDP)
Medical camps for several Government School children were undertaken covering 70,000 students studying in 400 Government schools in and around Bengaluru, Bidadi, Jaipur and Nashik.
Child Science Education Programme (CSEP)
In partnership with Agastya International Foundation, 50 LIB (Labs in a Box) benefitting approximately 5,000 students were provided. Training of the School teachers on using LIB and making 'Make your Own Lab' by themselves for sustainability of the project was initiated. 6 Mobile Science Vans and one mobile
bike were deployed benefiting more than 20,000 children in Bengaluru, Bidadi, Jaipur and Nashik. 50 Science Fairs have been conducted by the schools themselves because of this intervention.
Child English & Computer Education Programme (CECEP)
Computer labs were set up in 20 Government schools with CPUs, monitors, UPS and other infrastructure, including AMC. Supplementary teachers were also deployed to teach English and Computers.
Infrastructure development in schools:
Infrastructure upgradation in the form of better sanitation and providing potable water, mid-day meal facilities, providing desks/benches, green boards were provided in schools in and around Bengaluru, Nashik and Jaipur.
Vocational training focused on employable skills:
BRIDGE - Bosch's Response to India's Development & Growth through Employability Enhancement
Under this unique vocational training programme, select school dropouts are targeted and are imparted industry relevant, short term skills development and training programmes with the focus to help the select under privileged unemployed youth get suitable employment and bring them back to the mainstream.
End-to-end solution vocational training model includes, training contents development (both soft skills and functional skills), application oriented delivery methodology, continuous evaluation, internship, employment and financial assistance over the course of 2 months.
16,000 unemployed youths have been trained and placed in Jobs; 150 BRIDGE Centres in various states have been setup and 300 Trainers have been trained through the Bosch Train the Trainer program.
88 Government ITIs have been upgraded by Bosch in 3 states across India. The Company also trains Artisans in Carpentry and Electrical trades. 4 Artisan centres have been set up in Bengaluru and Nashik and more than 60 people have been trained on the above trade to cater to the current market need through Bosch India Foundation.
Primary Health Centre in Bengaluru is upgraded with the multispecialty facilities close to the Bosch head office in Bengaluru. All the Government sponsored/mandated Health programs are executed in this health centre, which is catering to around 50,000 population in and around Adugodi, Bengaluru. This also takes care of the follow up treatment of the Government school children residing in the area. All the programs are funded by the Government Health department/BBMP.
Akshaya Patra Mid-day Meal kitchen with complete infrastructure and latest kitchen equipment was set up in Jigani which cater to around 30-35,000 children per day.
Lalbagh clean drive with Bosch volunteers was carried out twice to bring awareness on cleanliness among the visitors to Lalbagh. The parking area in Lalbagh has been upgraded and also 8 Aerators in the Lalbagh Lake was set up.
Shanumangala Lake near Bosch Bidadi plant is being rejuvenated for the benefit of the villages in and around.
Munichinappa Government School is being adopted to make it into a Model school, by setting up Smart Class rooms, Science Labs and Library. An NGO is also engaged to provide academic support to the school for the classes from 1 to 10.
Neighbourhood Projects:
Nashik - Village development projects
"Jalayukt Shivaar" is the flagship program for water conservation for the government of Maharashtra. The Company extended its support to repair old, defunct four check dams, under the program, through which the issue of water shortage of villages of Trimbakeshwar Tehsil (30kms from Nashik city) is addressed. This initiative has invited appreciation from Government machinery and suggested as a model for best practice.
A total of 8 projects have supported more than 500 families and farmers for drinking water, water available for second crop and increasing overall ground water table. Rejuvenation of 9 old Check Dams has increased the water conservation – 1175 TM3
With Community Support & Monitoring, 5 Villages and 300 households are benefitted.
In the area of Health & Hygiene, activities included a general health camp initiatives, malnutrition and dental health camp, and a health check-up in the Government schools and also infrastructure support has been provided.
Jaipur - Reverse Osmosis Plant
9 Reverse Osmosis plants have been set up in villages near Jaipur, and in total 22 RO plants have been set up till date. Currently, these plants cater to around 5000 families. During the year under review, construction of wash rooms, putting up smart class rooms, providing green boards for Government schools was another important initiative of the Jaipur Plant.
Bosch India Foundation (BIF)
The Company contributes approximately 0.5 percent of the average of its Net Profit of previous 3 years to the Foundation for carrying out CSR activities.
BIF continued its journey in community and societal development, with a clear focus on sustainability through the following key programs and intervention areas:
Holistic integrated village development:
The Foundation is working in 235 villages in the states of Karnataka, Tamil Nadu, Rajasthan, Gujarat and Maharashtra around the facilities of the Company covering a total of 39,000 families. The key intervention areas are Economic development - Women empowerment, Agriculture, Livestock, Youth development, Health and Hygiene, Holistic Education, Environment and water enabling economic and social empowerment for self-reliant villages.
Artisan Training Centers:
- a. BIF has enabled State of the Art master centers in Carpentry at Bengaluru and an Electrical training center in Nashik. The State of the Art Plumbing center in collaboration with leading Plumbing companies is being set up in Pune during 2019.
- b. During the years 2018-19, five sustainable Multiplier centers in the trade of carpentry and three multiplier centers in Electrical were set up on a collaborative mode with the technical institutions in different states leveraging the provisions of Government schemes for operational support.
- c. For the year 2019, 3 centers in Carpentry and 3 centers in Electrical will be set up.
-
- Are the programmes / projects undertaken through in-house team/own foundation/external NGO/ government structures / any other organization?
The Company's Social Responsibility Projects are implemented through internal team as well as in partnership with Non-Governmental Organizations (NGOs) and Government Institutions.
- Have you done any impact assessment of your initiative?
Yes, the Company has conducted impact assessments of its CSR Initiatives.
- What is your company's direct contribution to community development projects and the details of the projects undertaken?
The Company spent an amount of 353 Mio INR towards community development projects. Details of the projects undertaken are given in Annual Report on CSR Activities enclosed as Annexure 'B' to the Directors' Report.
- Have you taken steps to ensure that this community development initiative is successfully adopted by the community?
The Company ensures that its presence is established right from the commencement of the initiatives. It collaborates with the communities from need identification to project implementation phase. The Company has extensive engagement with various stakeholders. The feedback from the stakeholders are analysed and various actions like improvement actions are prioritized.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner
- What percentage of customer complaints/consumer cases are pending as on the end of financial year.
During the financial year ended March 31, 2019, 3 cases were pending adjudication against the Company. 1 revision petition filed by the consumer pending in the National Consumer Dispute Commission (matter dismissed in the District and State Commission. Matter yet to come up for hearing).
- Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./Remarks (additional information)
Yes, apart from the mandated declarations, additional declarations are furnished on the products/labels relating to the products and their usage.
- Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of Financial Year. If so, provide details thereof, in about 50 words or so.
No.
- Did your company carry out any consumer survey/consumer satisfaction trends?
No.
Offices
Zonal Offices - Automotive Aftermarket
Delhi Zonal Office "Rishyamook" 85A, Panchkuin Road New Delhi – 110 001
Mumbai Zonal Office 906-908, 9th Floor Hubtown Solaris N.S.Phadke Marg Off. Telli Galli Andheri (East) Mumbai – 400 069
Lucknow Zonal Office CP-138, Viraj Khand Gomti Nagar Near Hotel Grand JBR Lucknow – 226 010
Ahmedabad Zonal Office 31/32, JMC House, Level 3 Opp.Parimal Gardens Ellis Bridge Ahmedabad – 380 006
Kolkata Zonal Office 91A, Park Street Kolkata – 700 016
Chennai Zonal Office Sabari Sunnyside
2nd Floor, Middle Wing #8/17, Shafee Mohamad Road Off.Greams Road Thousand Lights Chennai – 600 006
Ranchi Zonal Office
Bhagirathi Complex Opp.Adivasi Hostel Karam Toli Road Ranchi – 834 001
Bangalore Zonal Office
Prestige Libra Unit No. 101, First Floor Municipal No.45 (Old Nos.45&45/1) Lalbagh Road Bangalore – 560 027
Sales Offices - Power Tools
Delhi & Gaziabad
'Rishyamook' 85-A, Panchkuian Road New Delhi - 110 001
Ahemdabad
31/32, JMC House, Level 3 Opp. to Parimal Garden Ellis Bridge Ahmedabad - 380 006
Kochi
Door No: 40/ 6584 G, Alapatt Heritage Building, M G Road, KovilvattomDesom, Ernakulam Village, Kochi - 682 035.
Indore
6th Floor Brilliant Solitaare, Scheme 78, Part 11, Vijay Nagar, Indore – 452 010
Lucknow CP-138, Viraj Khand, Gomtinagar Near Hotel Grand JBR Lucknow-226 010
Mumbai 906-908, 9th Floor, Hubtown Solaris, Off : Telli Galli, Near Flyover, N.S.Phadke Marg Andheri (East), Mumbai 400 069
Hyderabad
Level No 1, am @10, MB Towers, Banjara Hills, Hyderabad - 500 034.
Jaipur 1-301, Sagam Towers,
Church Road, Off M I Road, Jaipur – 302 001
Kolkata 91-A, Park Street Kolkata - 700 016
Chennai
Sabari Sunnyside 2nd Floor, Middle Wing #8/17, Shafee Mohamad Road, Off: Greams Road, Thousand Lights Chennai - 600 006
Bhubaneswar (Business Centre)
Plot No.34/A, Ground floor, VIP Area, Nayapalli, Bhubaneswar-751 015
Pune
3rd Floor, Godrej Millennium, Koregaon Park, Pune – 411 001
Raipur
L3rd Floor, Pithalia Complex, opposite BSNL Telephone Exchange FafadinChowk Raipur - 492 001
Bengaluru
PRESTIGE LIBRA, Unit No. 101, First Floor, Municipal No. 45, (Old Nos. 45 & 45/1) Lalbagh Road, Bengaluru – 560 027
Gurgaon
Unit #: 303, Block – B, Unitech Business Park, South City-1, Gurgaon -122 002
Mohali
Bestech Business Tower, Unit – 825, 8th Floor, Tower A Sector – 66, Mohali
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Registered Office:
Bosch Limited
Hosur Road, Adugodi, Bengaluru - 560030 Phone: +91 80 6752 2393 CIN: L85110KA1951PLC000761 E-mail: [email protected] | Website: www.bosch.in
and a second
BoschIndia $\circledcirc$ $\circledcirc$ $\circledcirc$ $\circledcirc$ $\circledcirc$ $\circledcirc$