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Sharda Motor Industries Ltd.

SMIL: LISTING: 19- -02 .20/1810

October 18, 2019

BSE Limited Department of Corporate Services Pheroze Jeeeebhoy Towers Dalal Street, Mumbai -400 001 (SCRIP CODE - 535602)	National Stock Exchange of India Limited Exchange Plaza, 5LI• Floor, Plot No. C/1, G Block Bandra-Kurla Complex, Mumbai-400 051 (Symbol - SHARDAMOTR) (Series - EQ)

Sub: Notice of the Meetinq of Unsecured Creditors of Sharda Motor Industries Limited "the Company" convened in pursuance to the directions of the New Delhi Bench of the National Company Law Tribunal

Dear Sir/Madam,

This is with reference to the Observation Letter dated August 19, 2019, received from National Stock Exchange Limited ("NSE") and BSE Limited ("BSE") conveying "No Objection" and "No adverse" Observation, respectively, to the Scheme of Arrangement proposed to be made between Sharda Motor Industries Limited ("Demerged Company") and NDR Auto Components Limited ("Resulting Company") and the shareholders and creditors ("Scheme") of the companies as aforesaid.

In this regard, we wish to inform you that Hon'ble National Company Law Tribunal New Delhi Bench vide its Order dated October 10, 2019 has directed the convening of a Meeting of Unsecured Creditors of the Company, scheduled to be held on Wednesday, November 20, 2019 at 02.00 P.M. at PHD Chamber of Commerce, PHD House, 4/2, August Kranti Marg, Siri Institutional Area, New Delhi - 110016, for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Arrangement between the Demerged Company and the Resulting Company and their respective shareholders and creditors.

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Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi - 110 020 {INDIA) Tel.: 91-11-47334100, Fax: 91-11-26811676 E-mail : [email protected], Website : www.shardamotor.com CIN NO-L74899DL 1986PLC023202

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Sharda Motor Industries Ltd.

Please find enclosed herewith a copy of the Notice (including therein Lhe explanatory statement, Scheme of Arrangement, Attendance Slip and Proxy Form) of the said Court Convened Meeting of the Unsecured Creditors of the Demerged Company which is being dispatched / sent to the Unsecured Creditors of the Company by the permitted mode. The said is also available on the Company's website at "www.shardamotor.com".

Kindly take the same into your record.

Thanking you,

Yours faithfully,

For Sharda Motor Industries Limited � · :(fa Divyang Jain Asst. Company Secretary

Encl. as above

Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi-110 020 (INOIA) Tel.: 91-11-47334100, Fax: 91-11-26811676 E-mail : [email protected], Website : www.shardamotor.com C:IN NO-I 74RQQnl 1Q8f3Pl C:0?3?02

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SHARDA MOTOR INDUSTRIES LIMITED

Registered Office : D-188, Okhla Industrial Area, Phase - I, New Delhi – 110020, India

Tel. No. : +91 11 47334100

CIN : L74899DL1986PLC023202 E-mail : [email protected]

MEETING OF UNSECURED CREDITORS OF SHARDA MOTOR INDUSTRIES LIMITED

(convened pursuant to order dated October 10, 2019 passed by the National Company Law Tribunal, New Delhi Bench (NCLT))

MEETING:

MEETING:
Day	Wednesday
Date	November 20, 2019
Time	02.00 P.M.
Venue	PHD Chamber of Commerce, PHD House, 4/2, August Krant Marg, Siri Insttutonal Area, New Delhi – 110016

INDEX

	INDEX
Sr. No.	Contents	Page No.
1.	Notce convening the meetng of the unsecured creditors of Sharda Motor Industries Limited under the provisions of Sectons 230-232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamatons) Rules, 2016	3
2.	Explanatory Statement under Sectons 230 to 232 of Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamatons) Rules, 2016	6
3.	Annexure 1 Copy of the Scheme of Arrangement between Sharda Motor Industries Limited and NDR Auto Components Limited and their respectve shareholders and creditors under secton 230 to 232 of the Companies Act, 2013	13
4.	Annexure 2 Copy of the Share Enttlement Report dated March 25, 2019 obtained from Mr. Rajesh Mital, Registered Valuer (Registraton No. IBBI/RV/03/2018/10074)	29
5.	Annexure 3 Copy of the Fairness Opinion dated March 25, 2019 obtained from M/s. Sundae Capital Advisors Private Limited, Merchant Banker	37
6.	Annexure 4 Copy of “No adverse”Observaton Leter dated August 19, 2019 from the BSE Limiited (BSE) to Sharda Motor Industries Limited	42
7.	Annexure 5 Copy of “No Objecton” Leter dated August 19, 2019 from the Natonal Stock Exchange of India Limited (NSE) to Sharda Motor Industries Limited	45
8.	Annexure 6 Complaint Reports dated May 17, 2019, submited to BSE and June 13, 2019 submited to NSE	47
9.	Annexure 7 Copy of the Report adopted by the Board of Directors of Sharda Motor Industries Limited at its meetng held on 5thApril, 2019,pursuant to secton 232(2)(c) of the Companies Act, 2013	52
10.	Annexure 8 Report adopted by the Board of Directors of NDR Auto Components Limitedat its meetng held on 5thApril, 2019, pursuant to secton 232(2)(c) of the Companies Act, 2013	54
11.	Annexure 9 Audited Financials of Sharda Motor Industries Limited as on March 31, 2018	56
13.	Annexure 10 Accountng Statements of Sharda Motor Industries Limited for the period ending 31stDecember, 2018	111
15.	Annexure 11 Audited Financials of Sharda Motor Industries Limited as on March 31, 2019	113
16.	Annexure 12 Audited Financials of NDR Auto Components Limited as on March 31, 2019	158
17.	Annexure 13 The applicable informaton of NDR Auto Components Limited in the format specifed for Abridged Prospectus as provided in Part E of Schedule VI of the Securites and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulatons, 2018 [Earlier Part D of Schedule VIII of the Securites and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulatons, 2009].	180
18.	Proxy Form	187
19.	Atendance Slip	189
20.	Route Map	190

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

NEW DELHI BENCH COMPANY PETITION NO. CA (CAA)- 137 (PB) / 2019

In the matter of the Companies Act, 2013;

And

In the matter of sections 230 to 232 read with Section 66 and other relevant provisions of the Companies Act, 2013;

And

In the matter of Scheme of Arrangement between

SHARDA MOTOR INDUSTRIES LIMITED , a public company incorporated under the provision of Companies Act, 1956, having its Registered Office at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020

…………………Applicant Company-1/ Demerged Company/ SMIL

AND

NDR AUTO COMPONENTS LIMITED , a public company incorporated under the provision of Companies Act, 2013, having its registered office at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020

…………………Applicant Company-2/ Resulting Company/ NACL

AND

Their respective shareholders and creditors

NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITORS OF SHARDA MOTOR INDUSTRIES LIMITED

To,

The Unsecured Creditors of Sharda Motor Industries Limited (“SMIL”),

Notice is hereby given that pursuant to an order dated October 10, 2019 the New Delhi Bench of the Hon’ble National Company Law Tribunal (“Tribunal”) has directed a meeting to be held of the unsecured creditors of Sharda Motor Industries Limited for the purpose of considering, and if thought fit, approving with or without modifications, the scheme of arrangement between Sharda Motor Industries Limited (“SMIL” or “Demerged Company” or “Applicant Company-1”) and NDR Auto Components Limited (“NACL” or “Resulting Company or “Applicant Company-2”) and their respective shareholders and creditors, providing for transfer and vesting of Automobile Seating Undertaking of SMIL as a going concern to its wholly owned subsidiary i.e. NACL under Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as the “Scheme”).

In pursuance of the said order and as directed therein, further notice is hereby given that a meeting of the unsecured creditors of SMIL will be held at PHD Chamber of Commerce, PHD House, 4/2, August Kranti Marg, Siri Institutional Area, New Delhi 110016 on Wednesday, November 20, 2019 at 02.00 P.M. at which time and place the said unsecured creditors are requested to attend.

Copies of the aforesaid Scheme of Arrangement and of the statement required under Sections 230(3), 232(1) & (2) and 102 of the Companies Act, 2013 read with Rule 6(3) of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 (“Explanatory Statement”) is annexed to this Notice and can also be obtained free of charge from the registered office of SMIL. Persons entitled to attend and vote at the meeting may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the registered office of SMIL at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020 not later than 48 hours before the meeting.

A blank proxy form is annexed to this Notice and can also be obtained free of charge on any day (except Saturday, Sunday and public holidays) from the registered office of SMIL.

The Tribunal has appointed Mr. Inderjeet Singh, Advocate as a Chairperson and failing him Mr. Gautam Mukherjee, Advocate as the Alternate chairperson of the said meeting.

This notice convening the Meeting along with the requisite documents is placed on the website of SMIL viz. www.shardamotor.com and is being sent to National Stock Exchange of India Limited (NSE), BSE Limited (BSE).

The Scrutinizer will submit his report to the designated Chairperson of the Meeting upon completion of scrutinyof votes cast by the Unsecured Creditors, in a fair and transparent manner, of voting within stipulated time period. The Chairperson shall be responsible to report the result of the meeting to the Tribunal in Form No. CAA 4, as per Rule 14 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 within 07 days of the conclusion of the meeting.

The Result will also be displayed at the notice board of the Registered Office of SMIL and posted on SMIL’s website, besides communicating the same to the National Stock Exchange of India Limited and BSE Limited. The above mentioned Scheme of Arrangement, if approved at the meeting, will be subject to subsequent approval of the NCLT.

Following resolution(s) will be considered and if thought fit, be passed, with or without modification(s):

ITEM NO. 1

APPROVAL TO THE SCHEME OF ARRANGEMENT

To consider and if thought fit to pass, with or without modification(s) the following resolution:

“RESOLVED THAT pursuant to the provisions of Section 230 to 232 read with Section 66 and applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactments thereof for the time being in force), the Securities and Exchange Board of India’s Circular No. CFD/DIL3/CIR/2017/21 datedMarch 10, 2017, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time)and relevant provisions of the Memorandum & Articles of Association of the Company and subject to the approval of National Company Law Tribunal, New Delhi Bench (“Tribunal”) and No objection letter / observation letter dated August 19, 2019 issued by National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and subject to such requisite approvals of NSE & BSE in accordance with the regulations/guidelines, if any, prescribed as per the Securities and Exchange Board of India and such other approvals, sanctions and permissions of other regulatory or government bodies/tribunals or institutions as may be applicable, and subject to such conditions and modification(s) as may be prescribed or imposed by Tribunal or by any regulatory or other authorities, while granting such consents,approvals, permissions and consents and further based on Share Entitlement Report dated March 25, 2019 obtained from Mr. Rajesh Mittal, Registered Valuer (Registration No. IBBI/RV/03/2018/10074), Fairness Opinion dated March 25, 2019 obtained from M/s. Sundae Capital Advisors Private Limited, Merchant Banker and Certificate dated August 28, 2019 obtained from Gupta Vigg & Co., Statutory Auditors, regarding the accounting treatment being followed in the Scheme is in compliance with all the applicable Accounting Standards and on the recommendation of the Audit Committee and other relevant documents placed before it, the consent and approval of the Unsecured Creditors of the Company be and is hereby accorded for the Demerger of Automobile Seating Undertaking of Sharda Motors Industries Limited (“Demerged Company”) into NDR Auto Components Limited (“Resulting Company”) with December 31, 2018 as the Appointed Date.

“RESOLVED FURTHER THAT the Board of Directors of the Company (Board) be and is hereby authorized to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by Tribunal while sanctioning the Scheme or by any authority(ies) under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and properand to settle any question, difficulty or doubt that may arise in respect of aforesaid without being required to seek any further consent or approval of the Unsecured Creditors of Company or otherwise to the endand intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

For and on behalf of Sharda Motor Industries Limited

Dated this 15[th] day of October, 2019 Registered office: D-188, Okhla Industrial Estate, Phase - I, New Delhi 110020

Sd/Inderjeet Singh (Chairperson appointed for the meeting)

Notes:

Only unsecured creditors of the SMIL may attend and vote either in person or by proxy (a proxy need not be an unsecured creditors of SMIL) or in the case of a body corporate by a representative authorized under Section 113 of the Companies Act, 2013 at the meeting of the unsecured creditors of SMIL. The authorized representative of a body corporate which is a unsecured creditors of SMIL may attend and vote at the meeting of the unsecured creditors of SMIL provided a copy of the resolution of the board of directors or other governing body of the body corporate/Registered Foreign Portfolio Investor/Foreign Institutional Investor authorizing such representative to attend and vote at the meeting of the unsecured creditors of SMIL, duly certified to be a true copy by a director, the manager, the secretary or other authorized officer of such body corporate/Registered Foreign Portfolio Investor/Foreign Institutional Investor is deposited at the registered office of SMIL not later than 48 (forty eight) hours before the scheduled time of commencement of the meeting of the unsecured creditors of SMIL.
A blank Proxy Form is enclosed with the notice and can also be obtained free of charge from the registered office of the SMIL on any day (except Sundays, Saturdays and Public holidays).
Person desirous of voting at the meeting by proxy, should deposit the proxies in the prescribed form at the registered office of SMIL at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020 not later than 48 hours before the meeting. Proxies executed/submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolution / authority, as applicable. The Proxy-holder shall prove his identity at the time of attending the Meeting.
All alteration made in the form of proxy should be initialed.
During the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, an unsecured creditor would be entitled to inspect the proxies lodged at any time during the business hours of SMIL, provided that not less than 3 (three) days of notice in writing is given to SMIL.
NCLT, New Delhi Bench by its Order dated October 10, 2019 has directed that a meeting of the unsecured creditors of SMIL shall be convened and held at PHD Chamber of Commerce, PHD House, 4/2, August Kranti Marg, Siri Institutional Area, New Delhi 110016 on Wednesday, November 20, 2019 at 02.00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme. Unsecured Creditors would be entitled to vote in the said meeting either in person or through proxy.
The Statement under Sections 230(3), 232(1) & (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Explanatory Statement”) is annexed hereto.
The voting rights of the unsecured creditors shall be in proportion to the outstanding amount due by the Demerged Company as on July 31, 2019.
The quorum of the meeting of the unsecured creditors of SMIL shall be 300 (Three Hundred) in number and 90% (Ninety percent) in value. However the Hon’ble Tribunal vide its Order dated October 10, 2019 has directed that in case the required quorum are not present at the meeting, then the meeting shall be adjourned by half an hour and thereafter the persons present and voting shall be deemed to constitute the quorum.
An unsecured creditor or his proxy, attending the meeting, is requested to bring the Attendance Slip duly completed and signed.
The documents referred to in the accompanying Explanatory Statement shall be open for inspection by the unsecured creditors at the registered office of SMIL between 10.30 A.M. and 05.30 P.M. on all days (except Saturdays, Sundays and Public holidays) up to the date of the meeting.
Unsecured creditors having outstanding amount as on July 31, 2019 being the cut off date, will be entitled to exercise their right to vote on the above resolution.
The notice, together with the documents accompanying the same, is being sent to all the unsecured creditors, having an outstanding balance of more than INR 100,000 as on July 31, 2019, either by registered post or speed post/airmail or by courier service or electronically by e mail. The notice will be displayed on the website of SMIL www.shardamotor.com.
The notice convening the meeting will be published through advertisement in (i) “Business Standard” (English, Delhi Edition) in the English Language; and (ii) “Business Standard” (Hindi, Delhi Edition) in Hindi Language.
In accordance with the provisions of Section 230-232 of the Companies Act, 2013, the Scheme shall be acted upon only if a majority of persons representing three fourth in value of the unsecured creditors of SMIL, voting in person or by proxy agree to the Scheme.
Mr. Narender Thakur, Company Secretary, has been appointed as the scrutinizer to conduct the voting at the venue of the meeting in a fair and transparent manner.
The scrutinizer will submit his report to the Chairman of the meeting after completion of the scrutiny of the votes cast by the unsecured creditors.
The resolutions shall be deemed to be passed on the date of Meeting, subject to receipt of requisite number of votes being cast in favour of the resolution(s).
A route map to the venue of the meeting alongwith prominent landmark for easy location is enclosed.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

NEW DELHI BENCH

COMPANY PETITION NO. CA (CAA)- 137 (PB) / 201

In the matter of the Companies Act, 2013;

And

In the matter of application under section 230 to 232 of the Companies Act, 2013;

And

In the matter of Scheme of Arrangement between

Sharda Motor Industries Limited , a public company incorporated under the provisions of Companies Act, 1956, Having its Registered Office at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020

…………………Applicant Company-1/ Demerged Company/ SMIL

AND

NDR Auto Components Limited , a public company incorporated under the provisions of Companies Act, 2013, having its registered office at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020

…………………Applicant Company-2/ Resulting Company/ NACL

AND

Their respective shareholders and creditors

STATEMENT UNDER SECTIONS 230 to 232 AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

In this statement Sharda Motor Industries Limited is referred to as the “Demerged Company” or “SMIL” and NDR Auto Components Limited is referred to as the “Resulting Company” or “NACL”. The other definitions contained in the Scheme of Arrangement between the Demerged Company and the Resulting Company and their respective shareholders and creditors (hereinafter referred to as the “Scheme” ) will also apply to this statement under the aforesaid provisions of the Companies Act, 2013 ( “Explanatory Statement” ).
A copy of the Scheme between the Demerged Company and the Resulting Company setting out the terms and conditions of the Scheme is annexed to this Explanatory Statement as Annexure 1 .
Pursuant to the Order dated the October 10, 2019 passed by the Hon’ble National Company Law Tribunal (“Tribunal”), Delhi Bench in Company Application referred to above, a meeting is being convened on, Wednesday, November 20, 2019 at 02.00 P.M. at PHD Chamber of Commerce, PHD House, 4/2, August Kranti Marg, Siri Institutional Area, New Delhi – 110016, of the Unsecured Creditors of SMIL for the purpose of considering and, if thought fit, approving, the Scheme between the Demerged Company and the Resulting Company and their respective shareholders and creditors.

OVERVIEW

The proposed Scheme envisages the transfer of the Automobile Seating Undertaking (as defined under the Scheme) of the Demerged Company as a going concern to the Resulting Company and the consequent issuance of equity shares on a proportionate basis as consideration by the Resulting Company to the shareholders of Demerged Company under Sections 230–232 and other applicable provisions of the Act with effect from December 1, 2018, end of day (the “Appointed Date” ).

PARTICULARS OF THE DEMERGED COMPANY

The Sharda Motor Industries Limited “Demerged Company” is a public limited company and was incorporated on January 29, 1986 under the Companies Act, 1956.
The registered office of Demerged Company is at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020. The email address of Demerged Company is [email protected].
The equity shares of Demerged Company are listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”).
The Corporate Identification Number of Demerged Company is L74899DL1986PLC023202. Demerged Company beneficially holds 100% of the paid-up equity share capital of the Resulting Company.
The Permanent Account Number of Demerged Company is AAACS6855J.
The main objects for which the Demerged Company has been established are set out in its Memorandum of Association. The same has been set out hereunder:
“a) To manufacture and/or deal in automobile, automobile parts including seat covers spare parts and components of machineries and to act agents for manufacturers of various parts and components, etc.
b) To acquire and hold by way of investment, shares, stocks, debentures, debenture stock, bonds, obligations or securities, by original subscription, participation in syndicates, tender, purchase, exchange or otherwise and to subscribe for the same or to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof and to carry on business of money lending and to carry on the business of dealers in shares, stocks, debentures, debenture stock, bonds, obligations, units securities and other investments.”
The Demerged Company is primarily engaged in the following business undertakings:
a. Suspension, Exhaust, Silencer, Canopy and White Goods Undertaking engaged in manufacturing of suspension, exhaust, silencer, Canopy and white goods i.e. Air Conditioner & Components thereof; and
b. Automobile Seating Undertaking engaged in manufacturing of automobile seating.
There has been no change in the name, registered office address and objects of the Demerged Company in the last 5 years.
The capital structure of the Demerged Company as on 31[st ] March, 2018 is as under:

Partculars	Amount (Rs.)
Authorized Share Capital
5,00,00,000 Equity Shares of INR 10 each	50,00,00,000
Total	50,00,00,000
Issued, Subscribed and Paid Up Share Capital
59,46,326 Equity Shares of INR 10 each fully paid up	5,94,63,260
Total	5,94,63,260

There has been no change in the above capital structure of the Demerged Company after March 31, 2018 till the date of approval of the Scheme by the Board of the Demerged Company.

Detail of Promoters of Demerged Company as on October 14, 2019

Sr.No	Name	Address
A	PROMOTER
1	Ajay Relan	25, Sardar Patel Marg Chanakya Puri New Delhi - 110021
2	Rohit Relan	25, Sardar Patel Marg Chanakya Puri New Delhi - 110021
B	PROMOTER GROUPS
3	Mala Relan	25, Sardar Patel Marg Chanakya Puri New Delhi – 110021
4	Aashim Relan	25, Sardar Patel Marg Chanakya Puri New Delhi – 110021
5	Ritu Relan	25, Sardar Patel Marg Chanakya Puri New Delhi - 110021
6	Rishabh Relan	25, Sardar Patel Marg Chanakya Puri New Delhi - 110021
7	Ayush Relan	25, Sardar Patel Marg Chanakya Puri New Delhi - 110021

Sr.No	Name	Address
8	Pranav Relan	25, Sardar Patel Marg Chanakya Puri New Delhi - 110021
9	Ajay Relan (HUF)	25, Sardar Patel Marg Chanakya Puri New Delhi - 110021
10	Narinder Dev Relan (HUF)	25, Sardar Patel Marg Chanakya Puri New Delhi – 110021
11	Rohit Relan (HUF)	25, Sardar Patel Marg Chanakya Puri New Delhi - 110021
12	Ram Parkash Choudhary	10, Anand Lok New Delhi - 110049, India
13	Indira Choudhary	10, Anand Lok New Delhi - 110049, India

Detail of Directors of Demerged Company as on October 14, 2019

S. NO.	NAME	DIN	DESIGNATION	ADDRESS
1	Kishan Nagin Parikh	00453209	Chairperson & Non- Executve Independent Director	8-A, Monalisa 17, Camac Street Kolkata 700017 West Bengal
2	ShardaRelan	00252181	Co-Chairperson & Executve Director	25, Sardar Patel Marg Chanakya Puri, New Delhi – 110021
3	Ajay Relan	00257584	Managing Director	25, Sardar Patel Marg Chanakya Puri, New Delhi - 110021
4	RohitRelan	00257572	Non-Executve Director	25, Sardar Patel Marg Chanakya Puri, New Delhi - 110021
5	Satnder Kumar Lambah	07425155	Non-Executve & Independent Director	C-615 New Friends Colony, Okhla New Delhi 110025
6	Ashok Kumar Bhatacharya	02804551	Non-Executve & Independent Director	46, Wake Green Road Birmingham, Birmingham B13PPF, United Kingdom
7	Udayan Banerjee	00339754	Non-Executve & Independent Director	S/o late P. M. Banerjee, D-688 C R Park, Chitranjan Park, Kalka Ji 110019
8	Nitn Vishnoi	08538925	Executve Director & Company Secretary	House No. 2055, Tower-4, Block D GH-7, Crossings Republik Ghaziabad 201016

PARTICULARS OF THE RESULTING COMPANY

NDR Auto Components Limited (“Resulting Company”) is a public limited company and was incorporated on March 19, 2019 under the Companies Act, 2013.
The registered office of Resulting Company is at D-188, Okhla Industrial Area, Phase-1, Delhi-110020. The email address of Resulting Company is [email protected].
The Corporate Identification Number of Resulting Company is U29304DL2019PLC347460. The Resulting Company is the wholly owned subsidiary of the Demerged Company. The equity shares of Resulting Company are not listed on any Stock Exchange.
The Permanent Account Number of Resulting Company is AAGCN4573Q.
The main objects for which the Resulting Company has been established are set out in its Memorandum of Association. The same has been set out hereunder:
“a) To carry on the business of assembling, blending, manufacturing, design, development, dealing and supplying components, engineering goods, equipment and interior components for the automotive and non-automotive industry for domestic and export purposes.
b) To carry on the business of manufacturing fabricating and assembling, buying, selling, Import, export, distribution and dealing in or all and every kind of automotive components including seats, spare parts and component for the seats and to deal in each and every kind of activity associated with the manufacture and trading of any kind of components, whether directly or indirectly or whether in India or abroad.
c) To carry on the business of manufacturing, trading, import, export in any and of or every kind of parts, interiors and components made from rubber, foam, rubberized foam, coir, yarn, (whether synthetic or woolen) whether used singly or by blending of or with various chemicals for various automotive or non-automotive application.
d) To carry on the business of design, development, testing, validation of all and every type of components, advisory of setting up of manufacturing line, process(es), suppliers of technical know-how, equipments and man power suppliers, site planners etc.”

The Resulting Company has been incorporated to carry on the business of Automobile Seating Undertaking of Demerged Company.
There has been no change in the name, registered office address and objects of the Resulting Company in the last 5 years.
The capital structure of the Resulting Company as on March 31, 2019 is as under:

The capital structure of the Resultng Company as on March 31, 2019 is as under:
Partculars	Amount (Rs.)
Authorized Share Capital 10,000 Equity Shares of INR 10 each	1,00,000
Total	1,00,000
Issued, Subscribed and Paid Up Share Capital 10,000 Equity Shares of INR 10 each fully paid up	1,00,000
Total	1,00,000

There has been no change in the above capital structure of the Resulting Company after March 31, 2019 till the date of approval of the Scheme by the Board of the Resulting Company.

Detail of Promoters of Resultng Company as on October 14, 2019

S. NO.	NAME OF PROMOTER	NAME OF PROMOTER	NAME OF PROMOTER	ADDRESS OF PROMOTER	ADDRESS OF PROMOTER
1	Sharda Motor Industries Limited			D-188, Okhla Industrial Area, Phase – I, New Delhi-110020
Detail of Directors of Resultng Company as on October 14, 2019
S. NO.	NAME	DIN	DESIGNATION		ADDRESS
1	Ajay Relan	00257584	Director		25, Sardar Patel Marg Chanakya Puri, New Delhi
2	Sharda Relan	00252181	Director		25, Sardar Patel Marg Chanakya Puri, New Delhi
3	Dharam Asrey Aggarwal	07720007	Director		B-21 Rampuri Near Surya Nagar Ghaziabad 201011 Utar Pradesh

CORPORATE APPROVALS

The proposed Scheme, was placed before the Audit Committee of the Demerged Company at its meeting held on April 5, 2019. The Audit Committee of the Demerged Company took into account the Share Entitlement Report, dated March 25, 2019obtained from Mr. Rajesh Mittal, Registered Valuer (Registration No. IBBI/RV/03/2018/10074) (the “Share Entitlement Report”) and the fairness opinion, dated March 25, 2019, obtained from M/s. Sundae Capital Advisors Private Limited, Merchant Banker (“Fairness Opinion”), appointed for this purpose by the Demerged Company. A copy of the Share Entitlement Report and Fairness Opinion is enclosed as Annexure 2 & Annexure 3 . The Audit Committee based on the aforesaid, inter alia, recommended the Scheme to the Board of Directors of the Demerged Company for its approval.
The Scheme along with the Share Entitlement Report was placed before the Board of Directors of the Demerged Company, at its meeting held on April 5, 2019. The Fairness Opinion and the report of the Audit Committee was also submitted to the Board of Directors of the Demerged Company. Based on the aforesaid, the Board of Directors of the Demerged Company approved the Scheme, at its meeting held on April 5, 2019.

The Scheme has been unanimously approved by the Board of Directors of Demerged Company or SMIL vide resolution passed in the meeting held on April 5, 2019. Out of total 8 directors of SMIL, 6 directors were present in the Meeting, all of whom voted in favour of the resolution. The details of voting by Directors on the resolution is as under:

Sr. No.	Name of Directors	Votng on the Resoluton
1	Kishan Nagin Parikh (Chairperson)	In Favour
2	Sharda Relan	In Favour
3	Ajay Relan	In Favour
4	Udayan Banerjee	In Favour
5	Ashok K Bhatacharya	Not Present*
6	Bireswar Mitra	Not Present*

*Participated via Video-conferencing

The Scheme along with the Share Entitlement Report was placed before the Board of Directors of the Resulting Company, at its meeting held on April 5, 2019. Based on the aforesaid, the Board of Directors of the Resulting Company approved the Scheme at its Meeting held on April 5, 2019.

The Scheme has been unanimously approved by the Board of Directors of Resulting Company or NACL vide resolution passed in the meeting held on April 5, 2019. All directors were present in the Meeting, all of whom voted in favour of the resolution. The details of voting by Directors on the resolution is as under:

Sr. No.	Name of Directors	Votng on the Resoluton
1	Dharam Asrey Aggarwal	In Favour
2	Sharda Relan	In Favour
3	Ajay Relan	In Favour

APPROVALS AND SANCTIONS IN RELATION TO THE SCHEME

NSE was appointed as the designated stock exchange by the Demerged Company for the purpose of coordinating with the Securities and Exchange Board of India (“SEBI”), pursuant to Circular No. CFD/DIL3/CIR/2017/21 dated 10[th ] March, 2017 (the “SEBI Circular”) issued by SEBI. The Demerged Company has received No-objection letter” and “No adverse observation letter” regarding the Scheme from NSE and BSE, respectively for, both dated August 19, 2019. In terms of the observation letters of NSE and BSE, both NSE and BSE, inter alia, conveyed their no adverse observations/ no objection for filing the Scheme with the Hon’ble Tribunal. Copies of the observation letters, received from BSE and NSE, respectively, are enclosed as Annexure 4 and Annexure 5 . As required by the SEBI Circular, the Demerged Company had filed the complaint reports with BSE and NSE on May 17, 2019 and June 13, 2019, respectively. These reports indicate that the Demerged Company has received NIL complaints. Copy of the complaint reports submitted by the Demerged Company to BSE and NSE, is enclosed as Annexure 6 .
The Demerged Company and Resulting Company or any of them would obtain such necessary approvals/sanctions/no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required. The applications along with the annexures thereto (which includes the Scheme) were filed by with the NCLT, New Delhi Bench on September 16, 2019.

SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are as follows:
(a) The Scheme envisages demerger of Automobile Seating Undertaking (as defined in the Scheme) of the Demerged Company into the Resulting Company.
(b) The appointed date of the Scheme is December 31, 2018 (end of day).
(c) Subject to the sanction of the Scheme, with effect from the Effective Date but on and from the Appointed Date, i.e., December 31, 2018 (end of day), the entire Automobile Seating Undertaking of the Demerged Company including but not limited to all assets, properties, liabilities, contracts, employees, legal and other proceedings, shall be and stand transferred to and vested in and/ or be deemed to have been transferred to and vested in the Resulting Company on a going concern basis.
(d) In consideration for the same, the Resulting Company shall issue and allot to every equity shareholder of the Demerged Company, holding fully paid up equity shares in the Demerged Company and whose names appear in the Register of Members of the Demerged Company as on the Record Date (as defined in the Scheme), 1 (one) fully paid up equity share of face value Rs.10/- each of the Resulting Company, for every 1 (one) fully paid up equity share of face value Rs.10/- each, held by such member in the share capital of the Demerged Company.
(e) Ratonale & Benefts of the Scheme:
- The arrangement is aimed at demerger of “Automobile Seating Undertaking”(hereinafter defined) of SMIL into NACL to segregate the said business. The transfer and vesting by way of a demerger shall achieve the following benefits for SMIL and NACL:
- a) The Automobile Seating Undertaking carried on by SMIL has significant potential for growth. The nature of risk, competition, challenges, opportunities and business methods for the Automobile Seating Undertaking is separate and distinct from the other business of the Company. The Automobile Seating Undertaking would become capable of attracting a different set of investors, strategic partners, lenders and other stakeholders and would further enhance the shareholders wealth.
- b) The management teams and Board of Directors of SMIL and NACL would be able to chart out independent strategies of their respective businesses to maximize value creation for their respective stakeholders. Demerger shall enhance focus of management on the operations of the Automobile Seating Undertaking by NACL and Suspension, Exhaust, Silencer, Canopy and White goods Undertaking by SMIL.
- c) As part of the Resulting Company, the Automobile Seating business shall be amenable to benchmarking, and be in a position to attract the right set of investors, strategic partners, employees and other relevant stakeholders.

d) The demerger will permit increased focus by SMIL and NACL on their respective businesses in order to better meet their respective customers’ needs and priorities, develop their own network of alliances and talent models that are critical to success.

There is no adverse effect of Scheme on any of the directors, key management personnel, promoters, non-promoter members, creditors and employees of SMIL and NACL.

The transfer and vesting of the Automobile Seating Undertaking (hereinafter defined) into NACL would be in the best interests of the shareholders, creditors and employees of SMIL and NACL, respectively, as it would result in enhanced value for the shareholders and allow focused strategy in operation of the Automobile Seating Undertaking and the Remaining Business(hereinafter defined) of SMIL. Pursuant to this Scheme all the shareholders of SMIL will get shares in NACL and there would be no change in the economic interest for any of the shareholders of SMIL pre and post implementation of the Scheme.

In view of the above rationale, the Board recommended a Scheme of Arrangement whereby the Automobile Seating Undertaking of SMIL will be demerged into NACL as a going concern with effect from the Appointed Date (hereinafter defined). Accordingly, the Board of Directors of SMIL and NACL have decided to make requisite applications and/or petitions before the Tribunal (hereinafter defined) as the case may be, as applicable under Sections 230 to 232 of the Act (hereinafter defined) read with section 66 of the Act, and other applicable provisions for the sanction of this Scheme.

The aforesaid are only the salient features of the Scheme. The unsecured creditors are requested to read the entire text of the Scheme annexed hereto and get fully acquainted with the provisions thereof.

SUMMARY OF SHARE ENTITLEMENT REPORT INCLUDING THE BASIS OF VALUATION AND FAIRNESS OPINION

Pursuant to the SEBI Circular, the Demerged Company has obtained a Share Entitlement Report dated March 25, 2019 from Mr. Rajesh Mittal, Registered Valuer (Registration No. IBBI/RV/03/2018/10074) and a fairness opinion from M/s. Sundae Capital Advisors Private Limited, Merchant Banker dated March 25, 2019.

On the basis of the afore-mentioned Share Entitlement Report and Fairness Opinion, the Resulting Company shall issue and allot to every equity shareholder of the Demerged Company, holding fully paid up equity shares in the Demerged Company and whose names appear in the Register of Members of the Demerged Company as on the Record Date (as defined in the Scheme), 1 (one) fully paid up equity share of face value Rs.10/- each of the Resulting Company, for every 1 (one) fully paid up equity share of face value Rs.10/- each, held by such member in the share capital of the Demerged Company.

The Audit Committee of the Demerged Company had also recommended the Scheme based on the Share Entitlement Report and the fairness opinion for favourable consideration by the Stock Exchange(s) and the SEBI.

A copy of the Share Entitlement Report and Fairness Opinion is enclosed as Annexure 2 and Annexure 3 .

EFFECT OF THE SCHEME

The Scheme does not affect the material interests of the Directors or Key Managerial Personnel (KMP) of the Demerged Company and the Resulting Company.
Upon the Scheme becoming effective, the promoter and non-promoter shareholders of the Demerged Company will be allotted equity shares on a proportionate basis by the Resulting Company as consideration for transfer of Automobile Seating Undertaking as per clause 12 of the Scheme. Thus, there is no impact on the interest of the shareholders of the Demerged Company and the Resulting Company.
The rights and interest of the creditors of the Demerged Company and Resulting Company will not be adversely affected by the Scheme since there would be no reduction or extinguishment in their claims/interest, and dues, if any, will be paid off in the ordinary course of business.
There shall be no change in the terms of employment of the employees of the Demerged Company, to their prejudice, and all employees of Automobile Seating Undertaking of the Demerged Company shall be deemed to be employees of Resulting Company, without any break in service, as per clause 9 of the Scheme.
There are no debentures / bonds or debenture holders / bond holders in the Demerged Company and Resulting Company and hence, there is no question of the Scheme affecting their interests.
There are no depositors or deposit trustee in the Demerged Company and Resulting Company and hence, there is no question of the Scheme affecting their interests.

GENERAL

The total amount due to the secured and unsecured creditors of the Demerged Company as on July 31, 2019 is Rs. Nil and Rs. 132,60,06,059 (One Hundred Thirty Two Crore Sixty Lakh Six Thousand and Fifty Nine), respectively. Total amount due to the secured and unsecured creditors of the Resulting Company as on July 31, 2019 is Rs. Nil and Rs. 46,500/- (Rupees Forty Six Thousand and Five Hundred Only), respectively.

No investigation proceedings have been instituted or are pending under Sections 235 to 251 of the Companies Act, 1956 or the corresponding provisions of the Companies Act, 2013 against the Demerged Company and against the Resulting Company.
No winding up proceedings are pending against the Demerged Company and the Resulting Company.
The copy of the proposed Scheme has been filed by SMIL before the concerned Registrar of Companies.
The following documents will be open for inspection or for obtaining extracts of or making copies of, by the members and creditors of SMIL between 10.30 A.M. and 05.30 P.M., on any working day (except Saturdays, Sundays and Public Holidays), at the Registered office of SMIL:
(a) Copy of the Order dated October 10, 2019 passed by the Hon’ble National Company Law Tribunal, New Delhi Bench in Company Petition No. CA (CAA)- 137 (PB) / 2019, inter alia, directing Demerged Company to convene the meeting of its unsecured creditors along with a copy of the application;
(b) Copy of the Scheme of Arrangement;
(c) Certificate issued by the Auditor confirming that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013;
(d) Annual Reports of SMIL for financial year 2017-18 including audited financial statements;
(e) Copy of accounting statement of SMIL for the period ending December 31, 2018;
(f) Annual Reports of SMIL for financial year 2018-19 including audited financial statements;
(g) Copy of Memorandum and Articles of Association of SMIL;
(h) Share Entitlement Report dated March 25, 2019, obtained from Mr. Rajesh Mittal, Registered Valuer (Registration No. IBBI/ RV/03/2018/10074);
(i) Fairness Opinion dated March 25, 2019 obtained from M/s. Sundae Capital Advisors Private Limited, Merchant Banker;
(j) Copy of the complaints report submitted to BSE and NSE on May 17, 2019 and 13[th] June, 2019, respectively;
(k) Copy of Board resolution of SMIL & NACL dated April 5, 2019 approving the Scheme;
(l) Copy of the observation letters issued by NSE and BSE both dated August 19, 2019;
(m) A copy of the certificate issued by Gupta Vigg & Co., Chartered Accountants for non-applicability of requirement prescribed in paragraph I(A)(9)(a) of Annexure 1 of SEBI Circular

For and/or on behalf of Sharda Motor Industries Limited

Dated this 15[th] day of October, 2019 Registered office: Sd/D-188, Okhla Industrial Estate, Inderjeet Singh Phase - I, New Delhi 110020 (Chairperson appointed for the meeting)

Annexure 1

SCHEME OF ARRANGEMENT

BETWEEN

SHARDA MOTOR INDUSTRIES LIMITED

(“ DEMERGED COMPANY” )

AND

NDR AUTO COMPONENTS LIMITED

(“RESULTING COMPANY”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 READ WITH SECTION 66 OF THE COMPANIES ACT, 2013

PREAMBLE

This Draft Scheme (hereinafter defined)is presented under Section 230 to 232 of the Act (hereinafter defined) read with section 66 of the Act, and other relevant provisions of the Act, as applicable from time to time, for the transfer and vesting of Automobile Seating Undertaking (hereinafter defined) of Sharda Motor Industries Limited (hereinafter defined as “SMIL” or “Demerged Company”) to NDR Auto Components Limited (hereinafter defined as “NACL” or “Resulting Company”) with effect from the Appointed Date (hereinafter defined), and upon the occurrence of the Effective Date (hereinafter defined). In addition, this Scheme of Arrangement also provides for various other matters consequential or otherwise integrally connected herewith.

A. Background

i. Sharda Motor Industries Limited is a public limited company incorporated under the provisions of Companies Act, 1956 on January 29, 1986 bearing Corporate Identification Number L74899DL1986PLC023202. The registered office of SMIL is situated at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020. The correspondence email address of SMIL is smil@shardamotor. com or [email protected]. The equity shares of SMIL are listed on Bombay Stock Exchange Limited (“BSE”) & National Stock Exchange of India Limited (“NSE”).

SMIL has the following business undertakings:

a) Suspension, Exhaust, Silencer, Canopy and White Goods Undertaking engaged in manufacturing of suspension, exhaust, silencer, Canopy and white goods i.e. Air Conditioner & Components thereof; and
b) Automobile Seating Undertaking engaged in manufacturing of automobile seating.
ii. NDR Auto Components Limited is a public limited company incorporated under the provisions of Companies Act, 2013 on March 19, 2019 bearing Corporate Identification Number: U29304DL2019PLC347460. The registered office of NACL is situated at D-188, Okhla Industrial Area, Phase-1, Delhi-110020. The correspondence email address of NACL is ndr_auto_components@ outlook.com. The equity shares of NACL are not currently listed on any stock exchange.
SMIL is the holding company of NACL. As on the date of filing of the Scheme, SMIL along with its nominees hold 100% equity share capital of NACL.

B. Rationale for the Scheme of Arrangement

The arrangement is aimed at demerger of “Automobile Seating Undertaking”(hereinafter defined) of SMIL into NACL to segregate the said business. The transfer and vesting by way of a demerger shall achieve the following benefits for SMIL and NACL:

a) The Automobile Seating Undertaking carried on by SMIL has significant potential for growth. The nature of risk, competition, challenges, opportunities and business methods for the Automobile Seating Undertaking is separate and distinct from the other business of the Company. The Automobile Seating Undertaking would become capable of attracting a different set of investors, strategic partners, lenders and other stakeholders and would further enhance the shareholders wealth.
b) The management teams and Board of Directors of SMIL and NACL would be able to chart out independent strategies of their respective businesses to maximize value creation for their respective stakeholders. Demerger shall enhance focus of management on the operations of the Automobile Seating Undertaking by NACL and Suspension, Exhaust, Silencer, Canopy and White goods Undertaking by SMIL.
c) As part of the Resulting Company, the Automobile Seating business shall be amenable to benchmarking, and be in a position to attract the right set of investors, strategic partners, employees and other relevant stakeholders.
d) The demerger will permit increased focus by SMIL and NACL on their respective businesses in order to better meet their respective customers’ needs and priorities, develop their own network of alliances and talent models that are critical to success.

There is no adverse effect of Scheme on any of the directors, key management personnel, promoters, non-promoter members, creditors and employees of SMIL and NACL.

C. Treatment of Scheme for the purposes of Income-Tax Act, 1961

The provisions of this Scheme have been drawn up to comply with the conditions relating to “Demerger” as defined under Section 2(19AA) of the Income-tax Act, 1961 (“IT Act”). If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said Section of the IT Act shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(19AA) of the IT Act. Such modifications will however not affect the other provisions of the Scheme.

D. The Scheme is divided into the following parts:

PART A deals with Definition and share capital of the companies.

PART B (Read with Schedule I and Schedule II) deals with the transfer and vesting of the Automobile Seating Undertaking (hereinafter defined) of SMIL to and with NACL in accordance with section 230 to 232 of the Act (hereinafter defined) read with section 66 of the Act, other applicable provisions of the Act (hereinafter defined), and in accordance with section 2(19AA) of the IT Act.

PART C deals with General terms and conditions that would be applicable to the Scheme.

PART A - DEFINITION AND SHARE CAPITAL

1. DEFINITIONS

In this Scheme, unless inconsistent with the subject, the following expressions shall have the meanings respectively assigned against them:

1.1

1.2

1.3

1.4

1.4.1

1.4.2

“The Act” means the Companies Act, 2013, as notified, and ordinances, rules and regulations made thereunder and shall include any statutory modification, re-enactment or amendments thereof.

“ Appointed Date” means December 31, 2018 (end of day)or such other date as may be decided by the Board of the Demerged Company and the Resulting Company with the consent or as per the direction by the Tribunal.

“ Board of Directors” or “Board” means and includes the respective Boards of Directors of the Demerged Company and the Resulting Company or any committee constituted by such Board of Directors for the purposes of the Scheme.

“Automobile Seating business” or “Automobile Seating Undertaking” of SMIL means all the businesses, undertakings, activities, properties and liabilities, whatsoever nature and kind and wheresoever situated, of SMIL pertaining to the Automobile Seating business, including specifically the following:

all immovable properties (As listed in Schedule I of this Scheme) i.e. land together with the buildings and structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies or otherwise) including but not limited to offices, structures, warehouses, workshop, sheds, stores, DG Room, roads, boundary walls, soil filling works, benefits of any rental agreement for use of premises, marketing offices, share of any joint assets, etc., which immovable properties are currently being used for the purpose of and in relation to the Automobile Seating business and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties;

all assets, as are movable in nature pertaining to and in relation to the Automobile Seating Business, whether present or future or contingent, tangible or intangible, in possession or reversion, corporeal or incorporeal (including plant and machinery, capital work in progress, stores under progress, electrical fittings, furniture, fixtures, appliances, accessories, power lines, office equipments, computers, communication facilities, installations, vehicles, inventory and tools and plants), stock-in-trade, stock-in-transit, raw materials, finished good packaging items, actionable claims, current assets, earnest monies and sundry debtors, financial assets, outstanding loans and advances, recoverable in cash or in kind or for value to be received, provisions, receivables, funds, cash and bank balances and deposits including accrued interest thereto with Government, semi-Government, local and other authorities and bodies, banks, customers and other, persons, insurances, the benefits of any bank guarantees, performance guarantees and letters of credit, and tax related assets, including but not limited to goods and services tax credit, service tax input credits, CENVAT credits, value added tax/sales tax/entry tax credits or set-offs, advance tax, minimum alternate tax credit, deferred tax assets/liabilities, tax deducted at source and tax refunds;

1.4.3 all permits, licenses, permissions including municipal permissions, right of way, approvals, clearances, consents, benefits, registrations, rights, entitlements, credits, certificates, awards, sanctions, allotments, quotas, no objection certificates, exemptions, concessions, subsidies, liberties and advantages (including consent/authorisation granted by relevant Pollution Control Boards and other licenses/permits granted/issued/ given by any governmental, statutory or regulatory or local or administrative bodies for the purpose of carrying on the Automobile Seating business or in connection therewith) including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto that pertain exclusively to the Automobile Seating Business;

1.4.4 all contracts, agreements, purchase orders/service orders, operation and maintenance contracts, memoranda of understanding, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, minutes of meetings, bids, tenders, expression of interest, letter of intent, hire and purchase arrangements, lease/licence agreements, tenancy rights, agreements/ panchnamas for right of way, equipment purchase agreements, agreement with customers, purchase and other agreements with the supplier/manufacturer of goods/service providers, other arrangements, undertakings, deeds, bonds, schemes, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise and all rights, title, interests, claims and benefits thereunder pertaining to the Automobile Seating Business;
1.4.5 all applications(including hardware, software, licenses, source codes, parameterization and scripts), registrations, licenses, trade names, service marks, trademarks, copyrights, patents, domain names, designs, intellectual property rights (whether owned, licensed or otherwise, and whether registered or unregistered), trade secrets, research and studies, technical knowhow, confidential information and all such rights of whatsoever description and nature that pertain exclusively to the Automobile Seating Business;
1.4.6 all rights to use and avail telephones, telexes, facsimile, email, Internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by SMIL pertaining to or in connection with or relating to the Automobile Seating Business and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by SMIL and pertaining to the Automobile Seating Business;
1.4.7 all books, records, files, papers, engineering- and process information, software licenses (whether proprietary or otherwise), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, quotations, sales and advertising materials, product’ registrations, dossiers, product master cards, lists of present and former customers and suppliers including service providers, other customer information, customer credit information, customer/supplier pricing information, and all other books and records, whether in physical or electronic form that pertain to the Automobile Seating Business;
1.4.8 all debts, liabilities including contingent liabilities, duties, taxes and obligations of SMIL pertaining to the Automobile Seating Undertaking and/or arising out of and/or relatable to the Automobile Seating Business and including:
a) the debts, liabilities, duties and obligations of SMIL which arises out of the activities or operations of the Automobile Seating business; and
b) specific loans and borrowings raised, incurred and utilized solely for the activities or operations of or pertaining to the Automobile Seating Business.
1.4.9 all employees of SMIL employed/engaged in the Automobile Seating Business as on the Effective Date; and
1.4.10 all legal or other proceedings of whatsoever nature that pertain to the Automobile Seating Business.
1.5 “Demerged Company” means Sharda Motor Industries Limited (or “SMIL” ) .
1.6 “Effective Date” means the date on which the last of the conditions mentioned in Clause 18 of Part C of the Scheme is fulfilled. Any references in this Scheme to the “date of coming into effect of this Scheme” or “effectiveness of the Scheme” or “Scheme taking effect” shall mean the Effective Date.
1.7 “National Company Law Tribunal” or “NCLT” or “Tribunal” means the National Company Law Tribunal, Delhi Bench .
1.8 “Record Date” means the date fixed by the Board of Directors of the Resulting Company or any committee thereof in consultation with the Demerged Company, for the purpose of determining names of the equity shareholders of the Demerged Company, who shall be entitled to receive the equity shares in the Resulting Company pursuant to Clause 12 of the Scheme, upon coming into effect of this Scheme.
1.9 “Remaining Business” or “Suspension, Exhaust, Silencer, Canopy and White goods Undertaking” means all assets, liabilities, businesses, activities and operations of Suspension, Exhaust, Silencer, Canopy and White goods i.e. Air conditioner & Components thereof business of the Demerged Company.
1.10 “Resulting Company” means NDR Auto Components Limited (or “NACL” ).
1.11 “RoC” means Registrar of Companies, Delhi and Haryana.
1.12 “Scheme” or “the Scheme” or “this Scheme” or “Scheme of Arrangement” means this Scheme of Arrangement among the Demerged Company, the Resulting Company and their respective shareholders and creditors pursuant to the provisions of Sections 230 to 232 of the Act read with section 66 of the Act, and other applicable provisions of the Act, as the case may be, in its present form or with any modification(s) made under Clause 17of the Scheme by the Board of Directors of the Demerged Company and the Resulting Company, and/ or as approved or directed by the Tribunal, as the case may be.

1.13
“SEBI” means Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992.
1.14 “SEBI Circulars” means Circular No. CFD/DIL3/CIR/CMD/2017/21 dated March 10, 2017, issued by SEBI and as amended from time to time or any other circulars issued by SEBI applicable to a Scheme of Arrangement.
1.15 All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act, the Securities Contract (Regulation) Act, 1956, the Depositories Act, 1996, SEBI Circulars and other applicable laws, rules, regulations, bye-laws, as the case may be or any statutory modification or reenactment thereof from time to time.

2. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme set out herein in its present form or with any modification(s) and amendments(s) made under Clause 17of the Scheme, approved or imposed or directed by the Tribunal as the case may be, as applicable, shall be effective from the Appointed Date, as the case may be, but shall be made operative from the Effective Date.

3. CAPITAL STRUCTUREOF THE COMPANIES

3.1. The share capital of SMIL as at March 31, 2018 is as under:

CAPITAL STRUCTUREOF THE COMPANIES The share capital of SMIL as at March 31, 2018 is as under:
Partculars	Amount (INR)
Authorized Share Capital
5,00,00,000 Equity Shares of INR 10 each	50,00,00,000
Total	50,00,00,000
Issued, Subscribed and Paid Up Share Capital
59,46,326 Equity Shares of INR 10 each fully paid up	5,94,63,260
Total	5,94,63,260

Since March 31, 2018 and as on the date of filing of this Scheme, there has been no change in the capital structure of SMIL.

3.2. The share capital of NACL shall be as under:

The share capital of NACL shall be as under:
Partculars	Amount (INR)
Authorized Share Capital
10,000 Equity Shares of INR 10 each	100,000
Total
Issued, Subscribed and Paid Up Share Capital
10,000 Equity Shares of INR 10 each fully paid up	100,000
Total	100,000

The entire shareholding of NACL shall be held by SMIL and its nominees.

4. MAIN OBJECTS

4.1. The main objects of SMIL are as follows:
a) To manufacture and/or deal in automobile, automobile parts including seat covers spare parts and components of machineries and to act agents for manufacturers of various parts and components, etc.
b) To acquire and hold by way of investment, shares, stocks, debentures, debenture stock, bonds, obligations or securities, by original subscription, participation in syndicates, tender, purchase, exchange or otherwise and to subscribe for the same or to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof and to carry on business of money lending and to carry on the business of dealers in shares, stocks, debentures, debenture stock, bonds, obligations, units securities and other investments.”
4.2. The main objects of NACL are as follows:
i. To carry on the business of assembling, blending, manufacturing, design, development, dealing and supplying components, engineering goods, equipment and interior components for the automotive and non-automotive industry for domestic and export purposes.
ii. To carry on the business of manufacturing fabricating and assembling, buying, selling, Import, export, distribution and dealing in or all and every kind of automotive components including seats, spare parts and component for the seats and to deal in each and every kind of activity associated with the manufacture and trading of any kind of components, whether directly or indirectly or whether in India or abroad.

iii. To carry on the business of manufacturing, trading, import, export in any and of or every kind of parts, interiors and components made from rubber, foam, rubberized foam, coir, yarn, (whether synthetic or woolen) whether used singly or by blending of or with various chemicals for various automotive or non-automotive application.
iv. To carry on the business of design, development, testing, validation of all and every type of components, advisory of setting up of manufacturing line, process(es), suppliers of technical know-how, equipments and man power suppliers, site planners etc.

PART B - TRANSFER AND VESTING OF AUTOMOBILE SEATING UNDERTAKING (READ WITH SCHEDULE I AND SCHEDULE II) FROM SMIL TO NACL

5. TRANSFER AND VESTING OF AUTOMOBILE SEATING UNDERTAKINGFROM DEMERGED COMPANY TO RESULTING COMPANY

5.1. Upon the coming into effect of this Scheme and with effect from the Appointed Date, the Automobile Seating Undertaking (including all the estate, assets, rights, claims, title, interest and authorities including accretions and appurtenances of the Automobile Seating Undertaking) shall, without any further act, instrument, deed, matter or thing, be demerged from SMIL and transferred to and vested in NACL or be deemed to have been demerged from SMIL, and transferred to and vested in NACL as a going concern, so as to become as and from the Appointed Date, the estate, assets, rights, claims, title, interests and authorities of NACL, pursuant to Section 232 of the Act.
5.2. In respect of such of the assets of the Automobile Seating Undertaking as are movable in nature and/or otherwise capable of transfer by manual or constructive delivery of possession and/or by endorsement and delivery, the same shall be so transferred by SMIL to NACL upon the coming into effect of this Scheme pursuant to the provisions of Section 232 of the Act without requiring any deed or instrument of conveyance for transfer of the same, and shall become the property of NACL as an integral part of the Automobile Seating Undertaking.

5.3. In respect of the movable assets other than those dealt with in clause 5.2 above, including but not limited to sundry debts, actionable claims, earnest monies, receivables, bills, credits, loans, advances and deposits with the Government, semi-Government, local and any other authorities and bodies and/or customers, if any, whether recoverable in cash or in kind or for value to be received, bank balances, etc. the same shall stand transferred to and vested in NACL without any notice or other intimation to any person in pursuance of the provisions of Sections 230 to 232 read with other relevant provisions of the Act to the end and intent that the right of SMIL to recover or realize the same stands transferred to NACL. NACL shall, at its sole discretion but without being obliged, give notice in such form as it may deem fit and proper, to such person, as the case may be, that the said debt, receivable, bill, credit, loan, advance or deposit stands transferred to and vested in NACL and that appropriate modification should be made in their respective books/records to reflect the aforesaid changes.

5.4. In respect of such of the assets belonging to the Automobile Seating Undertaking other than those referred to in clause 5.2 and 5.3 above, the same shall, as more particularly provided in clause 5.1 above, without an further act, instrument or deed, be demerged from SMIL and transferred to and vested in and/or be deemed to be demerged from SMIL and transferred to and vested in NACL upon the coming into effect of this Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230-232 of the Act.

5.5. All assets, rights, title, interests and investments of SMIL in relation to the Automobile Seating Undertaking (including investments by SMIL in Bharat Seats Limited, Toyota Boshoku Relan India Private Limited and Toyo Sharda India Private Limited)shall also without any further act, instrument or deed stand transferred to and vested in and be deemed to have been transferred to and vested in NACL upon the coming into effect of this Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230-232 of the Act.

5.6. Without prejudice to the generality of the foregoing, upon the coming into effect of this Scheme, all the rights, title, interest and claims of SMIL in any leasehold/leave and licence/right of way properties of SMIL in relation to the Automobile Seating Undertaking, shall, pursuant to Section 232 of the Act, without any further act or deed, be transferred to and vested in or be-deemed to have been transferred to or vested in NACL automatically and on the same terms and conditions.

5.7. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is expressly clarified that upon the coming into effect of this Scheme, all permits, licenses, permissions, right of way, approvals, clearances, consents, benefits, registrations, entitlements, credits, certificates, awards, sanctions, allotments, quotas, no objection certificates, exemptions, concessions, issued to or granted to or executed in favour of SMIL, and the rights and benefits under the same, in so far as they relate to the Automobile Seating Undertaking and all quality certifications and approvals, trademarks, trade names, service marks, copy rights, domain names, designs, trade secrets, research and studies, technical knowhow and other intellectual properties (whether owned, licensed or otherwise, and whether registered or unregistered) and all other interests relating to the goods or services being dealt with by the Automobile Seating Undertaking and the benefit of all statutory and regulatory permissions, environmental approvals and consents, registration or other licenses, and consents acquired by SMIL, in relation to the Automobile Seating Undertaking shall be transferred to and vested in NACL and the concerned licensors and granters of such approvals, clearances, permissions,etc., shall endorse, where necessary, and record, in accordance with law, the name of NACL on such approvals, clearances, permissions and facilitate

the approval and vesting of the same as part of the Automobile Seating Undertaking and continuation of operations pertaining to the Automobile Seating Undertaking in NACL without hindrance and that such approvals, clearances and permissions shall remain in full force and effect in favour of or against NACL, as the case may be, and may be enforced as fully and effectually as if, instead of SMIL, NACL had been a party or beneficiary or obligee thereto.

5.8. In so far as various incentives, subsidies, exemptions, special status, service tax benefits, income tax holiday/benefit/losses and other benefits or exemptions or privileges enjoyed, granted by any Government body, regulatory authority, local authority or by any other person, or availed of by SMIL are concerned, the same shall, without any further act or deed, in so far as they relate to the Automobile Seating Undertaking, vest with and be available to NACL on the same terms and conditions, as if the same had been allotted and/or granted and/or sanctioned and/or allowed to NACL.

5.9. Any claims due to SMIL from its customers or otherwise and which have not been received by SMIL as on the date immediately preceding the Effective Date as the case may be, in relation to or in connection with the Automobile Seating Undertaking, shall also belong to and be received by NACL.
5.10. All assets, estate, rights, title, interest and authorities acquired by SMIL after the Appointed Date and prior to the Effective Date for operation of the Automobile Seating Undertaking shall also stand transferred to and vested in NACL upon the coming into effect of this Scheme.
5.11. Upon the coming into effect of this Scheme, all debts, duties, obligations and liabilities (including contingent liabilities) of SMIL relating to the Automobile Seating Undertaking shall without any further act, instrument or deed be and stand transferred to NACL and shall thereupon become the debts, duties, obligations and liabilities of NACL, which it undertakes to meet, discharge and satisfy to the exclusion of SMIL and to keep SMIL indemnified at all times from and against all such debts, duties, obligations and liabilities and from and against all actions, demands and proceedings in respect thereto. It shall not be necessary to obtain the consent of any third party or other person, who is a party to an act or arrangement by virtue of which such debts, obligations, duties and liabilities have arisen in order to give effect to the provisions of this clause.
5.12. Upon the Scheme coming into effect from the Appointed Date, all debts, liabilities, contingent liabilities, duties and obligations, secured or unsecured, relating to the Automobile Seating Undertaking, whether provided for or not in the books of accounts of SMIL, including general and multipurpose borrowings, if any, dealt with in accordance with Section 2(19AA) of the IT Act, shall become and be deemed to be, the debts, liabilities, contingent liabilities, duties and obligations of NACL, without any further act, instrument or deed required by either SMIL or NACL. NACL undertakes to meet, discharge and satisfy the same to the exclusion of SMIL. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person, who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this sub-clause. However, SMIL and NACL shall, if required, file appropriate forms with the ROC accompanied by the sanction order of the Court or a certified copy thereof and execute necessary deeds or documents in relation to creation/ satisfaction/modification of charges to the satisfaction of the lenders, in relation to the assets being transferred to NACL as part of the Automobile Seating Undertaking and/or in relation to the assets remaining in SMIL after the demerger and vesting of Automobile Seating Undertaking in NACL pursuant to this Scheme becoming effective in accordance with the terms hereof. Where any of the loans, liabilities and obligations attributed to Automobile Seating Undertaking have been discharged by SMIL on behalf of NACL after the Appointed Date, such discharge shall be deemed to have been done by SMIL for and on behalf of NACL.
5.13. Subject to clause 5.12 above, from the Effective Date, NACL alone shall be liable to perform all obligations in respect of the liabilities of the Automobile Seating Undertaking as the borrower/issuer thereof, and SMIL shall not have any obligations in respect of the said liabilities.
5.14. Where any of the liabilities and obligations of SMIL as on the Appointed Date deemed to be transferred to NACL, have been discharged by SMIL after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of NACL and all liabilities and obligations incurred by SMIL for the operations of the Automobile Seating Undertaking after the Appointed Date and prior to the Effective Date shall be deemed to have been incurred for and on behalf of NACL and to the extent of their outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to NACL and shall become the liabilities and obligations of NACL, which shall meet, discharge and satisfy the same.
5.15. Any claims, liabilities or demands arising on account of the Automobile Seating Undertaking of SMIL which relates to the period prior to the Appointed Date but arises at any time after the Effective Date shall be entirely borne by NACL. In the event that such liability is incurred by or such claim or demand is made upon SMIL, then NACL shall indemnify SMIL for any payments made in relation to the same.
5.16. Subject to the other provisions of this Scheme, in so far as the assets of the Automobile Seating Undertaking are concerned, the security, pledge, existing charges and mortgages, over such assets, to the extent they relate to any loans or borrowings of the Remaining Business of SMIL shall, without any further act, instrument or deed be released and discharged from the same and shall no longer be available as security, pledge, charges and mortgages in relation to those liabilities of SMIL which are not transferred to NACL.

5.17. In so far as the assets of the Remaining Business of SMIL are concerned, the security, pledge, existing charges and mortgages over such assets, to the extent they relate to any loans or borrowings of the Automobile Seating Undertaking shall, without any further act, instrument or deed be released and discharged from such security, pledge, charges and mortgages. The absence of any formal amendment which may be required by a bank and/or financial institution in order to affect such release shall not affect the operation of this clause.
5.18. In so far as the existing security in respect of the loans and other liabilities relating to the Remaining Business of SMIL are concerned, such security shall, without any further act, instrument or deed be continued with SMIL only on the assets which are remaining with SMIL.
5.19. Without any prejudice to the provisions of the foregoing clauses and upon the Scheme being effective, SMIL, and NACL shall execute any instrument(s) and/or document(s) and/or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the Registrar of Companies, Delhi and Haryana to give formal effect to the provisions of this clause and foregoing clauses, if required.
5.20. Upon the coming into effect of this Scheme, SMIL alone shall be liable to perform all obligations in respect of all debts, liabilities, duties and obligations pertaining to the Remaining Business of SMIL and NACL shall not have any obligations in respect of the Remaining Business of SMIL.
5.21. The foregoing provisions shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security documents, all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.
5.22. On and from the Effective Date, and thereafter, NACL shall be entitled to operate all bank accounts of SMIL, in relation to or in connection with the Automobile Seating Undertaking, and realize all monies and complete and enforce all pending contracts and transactions and to accept stock returns and issue credit notes in respect of SMIL, in relation to or in connection with the Automobile Seating Undertaking, in the name of NACL in so far as may be necessary until the transfer of rights and obligations of the Automobile Seating Undertaking to NACL under this Scheme have been formally given effect to under such contracts and transactions.
5.23. For avoidance of doubt and without prejudice to the generality of the applicable provisions of the Scheme, it is clarified that with effect from the Effective Date and till such time that the name of bank accounts of SMIL, in relation to or in connection with the Automobile Seating Undertaking, have been replaced with that of NACL, NACL shall be entitled to operate the bank accounts of SMIL, in relation to or in connection with the Automobile Seating Undertaking, in the name of SMIL in so far as may be necessary. All cheques and other negotiable instruments, payment orders received or presented for encashment, which are in the name of SMIL in relation to or in connection with the Automobile Seating Undertaking, after the Effective Date shall be accepted by the bankers of NACL and credited to the account of NACL, if presented by NACL. NACL shall be allowed to maintain bank accounts in the name of SMIL for such time as may be determined to be necessary by NACL for presentation and deposition of cheques and pay orders that have been issued in the name of SMIL, in relation to or in connection with the Automobile Seating Undertaking. It is hereby expressly clarified that any legal proceedings by or against SMIL, in relation to or in connection with the Automobile Seating Undertaking, in relation to the cheques and other negotiable instruments, payment orders received or presented for encashment, which are in the name of SMIL shall be instituted, or as the case may be, continued by or against NACL after the coming into effect of this Scheme.
5.24. It is clarified that in order to ensure the smooth transition and sales of products and inventory of SMIL, in relation to or in connection with the Automobile Seating Undertaking, manufactured and/or branded and/or labelled and/or packed in the name of SMIL prior to the Effective Date, NACL shall have the right to own, use, market, sell, exhaust or to in any manner deal with any such products and inventory (including packing material) pertaining to the Automobile Seating Undertaking at manufacturing locations or warehouses or retail stores or elsewhere, without making any modifications whatsoever to such products and/or their branding, packing or labelling. All invoices/payment related documents pertaining to such products and inventory (including packing material) shall be raised in the name of NACL after the Effective Date.
5.25. A list of assets and liabilities of the Automobile Seating Undertaking known as on the Appointed Date is annexed as Schedule II.

6. LEGAL PROCEEDINGS

6.1. Upon the coming into effect of this Scheme, all legal or other proceedings (including before any statutory or quasi-judicial authority or tribunal) by or against SMIL, under any statute, whether pending on the Appointed Date, or which may be instituted any time in the future and in each relating to the Automobile Seating Undertaking shall be continued and enforced by or against NACL after the Effective Date. In the event that the legal proceedings referred to herein require SMIL and NACL to be jointly treated as parties thereto, NACL shall be added as a party to such proceedings and shall prosecute and defend such proceedings in co-operation with SMIL. In the event of any difference or difficulty in determining as to whether any specific legal or other proceedings relate to the Automobile Seating Undertaking or not, a decision jointly taken by the Board of Directors of SMIL and NACL in this regard, shall be conclusive evidence of the matter.

6.2. If proceedings are taken against SMIL in respect of the matters referred to in clause 6.1 above, it shall defend the same in accordance with the advice of NACL and at the cost of NACL, and the latter shall reimburse and indemnify SMIL against all the liabilities and obligations incurred by SMIL in respect thereof.

6.3.

NACL shall have all legal or other proceedings initiated by or against SMIL with respect to the Automobile Seating Undertaking, transferred into its name and to have the same continued, prosecuted and enforced by or against NACL to the exclusion of SMIL.

7. CONTRACTS, DEEDS, ETC.

7.1.
7.2.
7.3.

Upon the coming into effect of this Scheme and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature in relation to the Automobile Seating Undertaking to which SMIL is a party or to the benefit of which SMIL may be eligible, and which are subsisting or have effect immediately before the Effective Date, shall be in full force and effect by or against or in favour of NACL, as the case may be, and may be enforced as fully and effectually as if, instead of SMIL, NACL had been a party or beneficiary or obligee thereto.

Notwithstanding the fact that vesting of the Automobile Seating Undertaking occurs by virtue of this Scheme itself, NACL may, at any time after the coming into effect of this Scheme, in accordance with the provisions hereof, if so required, take such actions and execute such deeds (including deeds of adherence), confirmations or other Writings with any party to any contract or arrangement to which SMIL is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. NACL will, if necessary, also be a party to the above. NACL shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of SMIL and to carry out or perform all, such formalities or compliances referred to above on the part of SMIL to be carried out or performed.

Without prejudice to the aforesaid, it is clarified that if any assets (estate, claims, rights, title, interests in or authorities relating to such assets) or any contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in relation to the Automobile Seating Undertaking which SMIL own or to which SMIL is a party to, cannot be transferred to NACL for any reason whatsoever, SMIL shall hold such asset or contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of NACL, in so far as it is permissible so to do, till such time as the transfer is effected.

8. SAVING OF CONCLUDED TRANSACTIONS

8.1.

The transfer and the vesting of the assets, liabilities and obligations of the Automobile Seating Undertaking under clause 5 hereof and the continuance of proceedings by or against NACL under clause 6 hereof shall not affect any transaction or proceedings already completed by SMIL on or after the Appointed Date, to the end and intent that NACL accepts all acts, deeds and things done and executed by and/or on behalf of SMIL as acts, deeds and things made, done and executed by and on behalf of NACL.

9. STAFF, EMPLOYEES & WORKMEN

9.1.

Upon the coming into effect of this Scheme, all the employees relating to the Automobile Seating Undertaking that were employed by SMIL, immediately before the Effective Date, shall become the employees of NACL without any break or interruption of service and with the benefit of continuity of service on terms and conditions which are not less favourable than the terms and conditions as were applicable to such employees relating to the Automobile Seating Undertaking of SMIL immediately prior to the demerger of the Automobile Seating Undertaking.

9.2. NACL agrees that the service of all employees pertaining to the Automobile Seating Undertaking with SMIL up to the Effective Date shall be taken into account for the purpose of all retirement benefits to which they may be eligible in SMIL up to the Effective Date. NACL further agrees that for the purpose of payment of any retrenchment compensation, gratuity or other terminal benefits, such past service with SMIL, shall also be taken into account and agrees and undertakes to pay the same as and when payable.
9.3. Upon the coming into effect of this Scheme, NACL shall make all the necessary contributions for such transferred employees relating to the Automobile Seating Undertaking, and deposit the same in provident fund, gratuity fund or superannuation fund or any other special fund or staff welfare scheme or any other special scheme. NACL will also file relevant intimations in respect of the Automobile Seating Undertaking to the statutory authorities concerned who shall take the same on record and substitute the name of NACL for SMIL.
9.4. In so far as the existing provident fund, gratuity fund and pension and /or superannuation fund/trusts, retirement funds or employees state insurance schemes or pension scheme or employee deposit linked insurance scheme or any other benefits, if any, created by SMIL for employees of the Automobile Seating Undertaking are concerned, such proportion of the funds, contributions to the funds or the scheme or the investments made into the funds relatable to the employees pertaining to the Automobile Seating Undertaking as on the Effective Date, who are being transferred along with the Automobile Seating Undertaking in terms of the Scheme, upon the coming into effect of this Scheme, shall be transferred to the necessary funds, schemes or trusts of NACL and till the time such necessary funds, schemes or trusts are created by NACL, all contribution shall continue to be made to the existing funds, schemes or trusts of SMIL.

10. CONDUCT OF BUSINESS

10.1. With effect from the Appointed Date and up to and including the Effective Date:
a) SMIL undertakes to carry on and shall be deemed to carry on all businesses and activities and stand possessed of the properties and assets of the Automobile Seating Undertaking, for and on account of and in trust for NACL.
b) All profits accruing to SMIL and all taxes thereon or losses arising or incurred by it with respect to the Automobile Seating Undertaking shall, for all purposes, be treated as and deemed to be the profits, taxes or losses, as the case may be, of NACL.
c) All accretions and depletions in relation to the Automobile Seating Undertaking shall be for and on account of NACL.
10.2. With effect from the date of approval to the Scheme by the Board of Directors of SMIL and NACL, and upto and including the Effective Date:
a) SMIL shall carry on the business of the Automobile Seating Undertaking with reasonable diligence and business prudence and in the same manner as it had been doing hitherto.
b) Except with the consent of their respective Board of Directors, SMIL and NACL shall not make any change in its respective capital structure either by any increase (by issue of equity shares, bonus shares, convertible debentures or otherwise), decrease, reduction, reclassification, sub-division or consolidation, re-organization, or in any other manner effect the reorganization of capital of NACL.
10.3. NACL shall also be entitled, pending the sanction of the Scheme, to apply to the Central Government, State Government, and all other agencies, departments and statutory authorities concerned, wherever necessary, for such consents, approvals and sanctions which NACL may require including the registration, approvals, exemptions, reliefs, etc., as may be required/ granted under any law for time being in force for carrying on business of Automobile Seating Undertaking.
10.4. From the date of filing of this Scheme with the Tribunal and upto and including the Effective Date, SMIL and NACL shall, unless expressly prohibited under this Scheme, carry on their respective business in ordinary course, including payment of any dividend and with the approval of their respective Board any other activity or business as may be deemed necessary or expedient in the opinion of the Board.

11. TREATMENT OF TAX

11.1. NACL will be the successor of SMIL vis-à-vis the Automobile Seating Undertaking. Hence, it will be deemed that the benefits of any tax credits whether central, state, or local, availed vis-a-vis the Automobile Seating Undertaking and the obligations, if any, for payment of taxes on any assets of the Automobile Seating Undertaking or their erection and/or installation, etc. shall be deemed to have been availed by NACL, or as the case may be deemed to be the obligation of NACL.
11.2. With effect from the Appointed Date and upon the Scheme becoming effective, all taxes, duties, cess, receivables/payables by SMIL relating to the Automobile Seating Undertaking including all or any refunds/credits/claims/tax losses/unabsorbed depreciation relating thereto shall be treated as the assets/liability or refund/credit/claims/tax losses/unabsorbed depreciation, as the case may be, of NACL.
11.3. SMIL and NACL are expressly permitted to revise their financial statements and returns(including income tax returns, withholding tax returns, GST returns and tax deducted at source (‘TDS’) certificates) along with prescribed forms, filings and annexures and under the Income Tax Act, 1961, indirect taxes including goods and services tax and other tax laws, and to claim refunds, advance tax, credits (including minimum alternate tax, tax deducted at source, wealth tax, etc.), excise and service tax credits, GST credits, set off etc. and for matters incidental thereto, if required to give effect to the provisions of the Scheme. Such returns may be revised and filed notwithstanding that the statutory period of such revision and filing may have expired.
11.4. Any refund, under the Income-tax Act, 1961, Goods & Service Tax, Service Tax laws, Excise Duty laws, Central Sales Tax, applicable State Value Added Tax laws or other applicable laws/ regulations dealing with taxes/ duties/ levies due to Automobile Seating Undertaking of SMIL consequent to the assessment made on SMIL and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received by NACL upon this Scheme becoming effective.
11.5. The tax payments (including, without limitation income tax, Goods & Service Tax, Service Tax, Excise Duty, Central Sales Tax, applicable State Value Added Tax, etc.) whether by way of tax deducted at source, advance tax, all earnest monies, security deposits provisional payments, payment under protest, or otherwise howsoever, by SMIL with respect to the Automobile Seating Undertaking after the Appointed Date, shall be deemed to be paid by NACL and shall, in all proceedings, be dealt with accordingly.
11.6. Further, any tax deducted at source by SMIL / NACL with respect to Automobile Seating Undertaking on transactions with SMIL/ NACL, if any (from Appointed Date to Effective Date) shall be deemed to be advance tax paid byNACL and shall, in all proceedings, be dealt with accordingly.
11.7. Obligation for deduction of tax at source on any payment made by or to be made by SMIL shall be made or deemed to have been made and duly complied with by NACL.

11.8. Upon the Scheme becoming effective, all unavailed credits and exemptions, benefit of carried forward losses and other statutory benefits, including in respect of income tax, Goods and Service Tax, Cenvat, Customs, VAT, Sales Tax, Service Tax etc. relating to the Automobile Seating Undertaking to which SMIL is entitled to shall be available to and vest in NACL, without any further act or deed.
11.9. The Board of Directors of SMIL shall be empowered to determine if any specific tax liability or any tax proceeding relates to the Automobile Seating Undertaking and whether the same would be transferred to NACL.

12. CONSIDERATION

12.1. Upon the coming into effect of this Scheme and in consideration of the transfer and vesting of the Automobile Seating Undertaking of SMIL in NACL, NACL shall, without any further act or deed, issue and allot to the equity shareholders of SMIL, whose names appear in the Register of Members of SMIL, on a date (hereinafter referred to as “Record Date”) to be fixed in that behalf by the Board of Directors of SMIL in consultation with NACL for the purpose of reckoning the names of the equity shareholders of SMIL, in consideration for the transfer of the Automobile Seating Undertaking in the following proportion namely,:

“for every 1 (One) equity share of face value of INR10/- (Rupees Ten only) each held in SMIL as on the Record Date, the equity shareholders of SMIL shall be issued 1 (One) equity share of face value INR10/- (Rupees Ten only) each credited as fully paid-up in NACL”

12.2. The new equity shares issued, pursuant to clauses 12.1 above, shall be issued and allotted in a dematerialized form to those equity shareholders who hold equity shares in SMIL in dematerialized form, into the account with the depository participant in which the equity shares of SMIL are held or such other account with the depository participant as is intimated by the equity shareholders of SMIL to NACL before the Record Date. All those equity shareholders of SMIL who hold equity shares of SMIL in physical form shall also have the option to receive the new equity shares, as the case may be, in dematerialized form, provided the details of their account with the depository participant are intimated in writing to NACL before the Record Date. In the event that NACL has received notice from any equity shareholder of SMIL that equity shares are to be issued in physical form or if any equity shareholder has not provided the requisite details relating to his/her/its account with a depository participant or other confirmations as may be required or if the details furnished by any equity shareholder do not permit electronic credit of the shares of NACL, then NACL shall issue new equity shares of NACL in accordance with clauses 12.1above, as the case may be, in physical form to such equity shareholder.
12.3. The new equity shares of NACL to be issued to the shareholders of SMIL in terms of this scheme, shall be subject to the provisions of the Memorandum of Association and Articles of Association of NACL and shall rank pari-passu, in all respects with the then existing equity shares in NACL in all respects including dividends.
12.4. Where the new equity shares of NACL are to be allotted, pursuant to this scheme, to heirs, executors or administrators or, as the case may be, to successors of deceased equity shareholders of SMIL, the concerned heirs, executors, administrators or successors shall be obliged to produce evidence of title satisfactory to the Board of Directors of NACL.
12.5. The new equity shares to be issued by NACL, pursuant to this scheme, in respect of any equity shares of SMIL, which are held in abeyance under the provisions of Section 126 of the Act or otherwise shall, pending allotment or settlement of dispute by order of court or otherwise, be held in abeyance by NACL.
12.6. The approval of this Scheme shall be deemed to be due compliance of the provisions of section 62 of the Act and other relevant and the Act and applicable provisions of the Act, for the issue and allotment of new equity shares by NACL to the shareholders, as provided in this Scheme.
12.7. In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholders of SMIL, the Board of Directors of SMIL shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer in SMIL as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties arising to SMIL or NACL of equity shares in NACL issued by NACL upon the coming into effect of this Scheme.
12.8. NACL shall, if and to the extent required to, apply for and/or intimate and/or obtain any approvals from the concerned regulatory authorities. NACL shall comply with the relevant and applicable rules and regulations including the provisions of Foreign Exchange Management Act, 1999, if any, to enable NACL to issue and allot new equity shares to the non-residents, if any.
12.9. The new equity shares to be issued by NACL, in terms of this Scheme, will be listed and/or admitted to trading on the BSE and NSE, where the equity shares of SMIL are listed and/or admitted to trading in terms of the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable regulations. NACL shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the aforesaid stock exchanges. On such formalities being fulfilled the said stock exchanges shall list and /or admit such new equity shares also for the purpose of trading. The new equity shares allotted by NACL, pursuant to this scheme, shall remain frozen in the depositories system till the listing/trading permission is given by the BSE and NSE.
12.10. There shall be no change in the shareholding pattern of NACL between the record date and the listing.

13. ACCOUNTING TREATMENT

Accounting treatment in the books of SMIL

On effectiveness of the Scheme and with effect from the Appointed Date, SMIL shall account for Demerger of the Automobile Seating Undertaking in its books of account in accordance with the Indian Accounting Standard (IND AS) prescribed under Section 133 of the Companies Act, 2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015 and generally accepted accounting principles, as may be amended from time to time, as under:

13.1. All the Assets and the liabilities of the Automobile Seating Undertaking shall be reduced at their Book Value.
13.2. The difference between the book value of assets and book value of liabilities of the Automobile Seating Undertaking shall be adjusted first against the free reserves of SMIL.
13.3. Upon the Scheme being effective, the investment of SMIL in NACL shall stand cancelled. Upon cancellation, SMIL shall credit its investment in NACL, the value of investment held by SMIL in NACL, which stands cancelled and the same shall be debited to the current year Profit and Loss Account of SMIL.
13.4. If considered appropriate for compliance with Accounting Standards, SMIL may make suitable adjustment to the accounting treatment and adjust the effect thereof in the manner determined by the Board of Directors of SMIL.

Accounting treatment in the books of NACL

On effectiveness of the Scheme and with effect from the Appointed Date, since the transaction involves entities which are ultimately controlled by the same party before and after the transaction, the Resulting Company shall account for Demerger of the Demerged Undertaking in its books of account in accordance with Appendix C ‘Business combinations of entities under common control’ of the Indian Accounting Standard (IND AS) 103 for Business Combination prescribed under Section 133 of the Companies Act, 2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015 and generally accepted accounting principles, as may be amended from time to time, as under:

13.5. NACL shall record the assets and liabilities of the Automobile Seating Undertaking vested in it pursuant to this Scheme at the respective Book Values thereof.
13.6. NACL shall credit its share capital account with the aggregate face value of the new equity shares issued by it to the members of SMIL pursuant to Clause 12 of this Scheme.
13.7. In respect of cancellation of shares held by SMIL, NACL shall debit to its Equity Share Capital Account, the aggregate face value of existing equity shares held by SMIL in NACL with a corresponding credit to Capital Reserve of NACL.
13.8. The difference between clause 13.5 and clause 13.6 above shall be recorded as Capital Reserve.
13.9. If considered appropriate for the purpose of application of uniform accounting policies and method or for compliance with the applicable Accounting Standards, NACL may make suitable adjustment and adjust the effect thereof in the manner determined by the Board of Directors of NACL.

14. REDUCTION OF SHARE CAPITAL OF NACL

14.1. With the issue and allotment of the new equity shares by NACL to the equity shareholders of SMIL in accordance with clauses 12 of the Scheme, in the books of NACL, all the equity shares issued by NACL to SMIL and held by SMIL shall stand cancelled, extinguished and annulled on and from the Effective Date.
14.2. The cancellation, as aforesaid, which amounts to reduction of share capital of NACL, shall be effected as an integral part of this Scheme itself in accordance with the provisions of section 66 of the Act and the order of the Tribunal sanctioning the Scheme shall be deemed to be also the order under Section 66 of the Act for the purpose of confirming the reduction. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital.
14.3. Notwithstanding the reduction as mentioned above, NACL shall not be required to add “and reduced” as suffix to its name and NACL shall continue in its existing name.

15. REMAINING BUSINESS TO CONTINUE WITH SMIL

1.1 The Remaining Business and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by SMIL subject to the provisions of the Scheme.
1.2 All legal or other proceedings by or against SMIL under any statute, whether pending on the Appointed Date or which may be instituted in future whether or not in respect of any matter arising before the Effective Date and relating to the Remaining Business(including those relating to any property, right, power, liability, obligation or duties of SMIL in respect of the Remaining Business) shall be continued and enforced by or against SMIL. NACL shall in no event be responsible or liable in relation to any such legal or other proceedings by or against SMIL.

1.3 With effect from the Appointed Date and up to and including the Effective Date:
a) SMIL shall carry on and shall be deemed to have been carrying on all business and activities relating to the Remaining Business for and on its own behalf;
b) all profits and income accruing or arising to SMIL, and any cost, charges, losses and expenditure arising or incurred by it (including taxes, if any, accruing or paid in relation to any profits or income) relating to the Remaining Business shall, for all purposes, be treated as and be deemed to be the profits income, losses or expenditure, as the case may be, of SMIL; and
c) all employees relatable to the Remaining Business shall continue to be employed by SMIL and NACL shall not in any event be liable or responsible for any claims whatsoever regarding such employees.

PART C - GENERAL TERMS & CONDITIONS

16. APPLICATION TO TRIBUNAL

The Companies shall, with all reasonable dispatch, make necessary applications/petitions under Sections 230 to 232 of the Act read with section 66 of the Act, and other applicable provisions of the Act to the Tribunal for seeking sanction of this Scheme.

17. MODIFICATION OR AMENDMENTS TO THE SCHEME

17.1. SMIL and NACL, by their respective Boards of Directors (the “Board”, which term shall include committee thereof and/or person(s) authorized by the Board or the committee), may assent to/make and/or consent to any modifications/amendments of any kind to the Scheme or to any conditions or limitations that the Tribunal, as the case may be, as applicable and/or any other authority (including SEBI and stock exchanges) under law may deem fit to direct or impose, or which may otherwise be considered necessary, desirable or appropriate as a result of subsequent events or otherwise by them (i.e. the Board).
17.2. SMIL and NACL by their respective Board are authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whatsoever for carrying the Scheme into effect, whether by reason of any directive or order of any other authorities or otherwise howsoever, arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith.

18. CONDITIONALITY OF THE SCHEME

This Scheme is and shall be conditional upon and subject to:

18.1. The requisite consent, approval or permission from BSE and NSE and/or SEBI under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, which by law or otherwise may be necessary for the implementation of this Scheme in compliance with the provisions of SEBI Circular;
18.2. The approval of the Scheme by the respective requisite majorities of the shareholders and/or creditors (where applicable) of the Companies in accordance with Section 230 to 232 of the Act read with section 66 of the Act;
18.3. The Scheme being sanctioned by the Tribunal in terms of Sections 230 to 232read with section 66 of the Act and other relevant provisions of the Act and the requisite orders of the Tribunal;
18.4. Such other approvals and sanctions including from government authorities or contracting party as may be required by law or contract for the Scheme; and
18.5. Certified copies of the orders of the Tribunal sanctioning this Scheme being filed with the ROC by SMIL and NACL as per the provisions of the Act.

19. EFFECT OF NON-RECEIPT OF APPROVALS

In the event of any of the approvals or conditions enumerated in the Scheme not being obtained or complied with, or for any other reason, this Scheme cannot be implemented, then the Board of Directors of the Companies shall mutually waive such conditions as they may consider appropriate to give effect, as far as possible, to this Scheme and failing such mutual agreement the Scheme shall become null and void and each party shall bear and pay their respective costs, charges and expenses in connection with this Scheme.

If any part of this Scheme is found to be unworkable or unviable for any reason whatsoever, the same shall not, subject to the decision of the Board of Directors of the Companies affect the validity or implementation of the other parts and/or provisions of this Scheme.

20. COSTS, CHARGES AND EXPENSES

All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) of SMIL and NACL arising out of or incurred in connection with and implementing this Scheme and matters incidental thereto shall be borne equally by SMIL and NACL.

SCHEDULE - I

IMMOVABLE PROPERTIES

List of immovable property(ies) forming part of Automobile Seating business, owned by SMIL

Location (Address) C-506, Block-C, Pioneer Industrial Park (Village Bhudka), Pathredi, Gurgaon, Haryana

SCHEDULE - II

LIST OF ASSETS AND LIABILITIES PROPOSED TO BE TRANSRFERRED FROM SMIL TO NACL PURSUANT TO DEMERGER

SCHEDULE - II LIST OF ASSETS AND LIABILITIES PROPOSED TO BE TRANSRFERRED FROM SMIL TO NACL PURSUANT TO DEMERGER	SCHEDULE - II LIST OF ASSETS AND LIABILITIES PROPOSED TO BE TRANSRFERRED FROM SMIL TO NACL PURSUANT TO DEMERGER	SCHEDULE - II LIST OF ASSETS AND LIABILITIES PROPOSED TO BE TRANSRFERRED FROM SMIL TO NACL PURSUANT TO DEMERGER

		(Rs. in Lakhs)
S. No.	Partculars	Resultng Company
		As at December 31, 2018
		(Unaudited)
I.	Assets
	Non-current assets
	(a) Property, plant and equipment	3,988.26
	(b) Capital work in progress	6.50
	(c) Intangible assets	8.02
	(d) Financial assets
	(i) Investments	165.50
	(ii) Other fnancial assets	49.85
	(e) Non-current tax asset (net)	-
	(f) Other non-current assets	-
	Total non-current assets	4,218.13

	Current assets
	(a) Inventories	945.49
	(b) Financial assets
	(i) Investments	1,427.33
	(ii) Trade receivables	1,739.12
	(iii) Cash and cash equivalents	1,246.11
	(iv) Bank balances other than (iii) above	6,071.56
	(v) Other fnancial assets	8.84
	(c) Other current assets	10.32
	(d) Asset classifed as held for sale	0.08

	Total current assets	11,448.85

	Total assets	15,666.98
II	Liabilites
	Non- current liabilites
	(a) Financial liabilites
	(i) Borrowings	-
	(ii) Other fnancial liabilites
	(b) Provisions	14.73
	(c) Deferred tax liability (net)	-
	(d) Other non-current liabilites	183.55

	Total non- current liabilites	198.28
	Current liabilites
	(a) Financial liabilites
	(i) Borrowings	-

	(ii) Trade payables
	- Total outstanding dues to micro and small enterprises	-
	- Total outstanding dues to partes other than micro and small enterprises	2,074.39
	(iii) Other fnancial liabilites	1.38
	(b) Other current liabilites	244.61
	(c) Provisions	29.13
	(d) Current tax Liabilites (net)

	Total current liabilites	2,349.51
	Total liabilites	2,547.79

Details of contngent liabilites pertaining to Automobile Seatng Undertaking as part of this Schedule

Total current liabilites 2,349.51 Total liabilites 2,547.79 Details of contngent liabilites pertaining to Automobile Seatng Undertaking as part of this Schedule	Total current liabilites 2,349.51 Total liabilites 2,547.79 Details of contngent liabilites pertaining to Automobile Seatng Undertaking as part of this Schedule
(Amount in Rs.)
Details of Contngent Liabilites of Sitng Business
As on 31st Dec 2018
	31.12.18
Excise Mater	2,95,893

Service Tax Mater	-

Labour Court Mater	23,28,073

	26,23,966

Other show cause Notces (Not part of Contngent Liabilites)

Excise Mater	4,39,416
Service Tax Mater (Surajpur)	26,44,481
	30,83,897
Other Civil Case (Not part of Contngent Liabilites)
Civil - case (Pathredi)	3,58,742

Annexure 2

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Annexure 3

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Annexure 4

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Annexure 5

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Ref: NSE/LIST/20689_II The Company Secretary Sharda Motor Industries Limited D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020

August 19, 2019

Kind Attn.: Mr. Nitin Vishnoi

Dear Sir,

Sub : Observation Letter for Draft Scheme of Arrangement between Sharda Motor Industries Limited and NDR Auto Components Limited and their respective shareholders and creditors

We are in receipt of the Draft Scheme of Arrangement between Sharda Motor Industries Limited and NDR Auto Components Limited and their respective shareholders and creditors vide application dated April 23, 2019.

Based on our letter reference no Ref: NSE/LIST/81167 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (‘Circular’), SEBI vide letter dated August 16, 2019, has given following comments:

a. The Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchange and from the date of the receipt of this letter is displayed on the website of the listed company.
b. The Company shall duly comply with various provisions of the Circular.
c. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT.
d. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/ representations.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the Scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Based on the draft scheme and other documents submitted by the Company, including undertaking given - in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT. This Document is Digitally Signed

Signer: Rajendra P Bhosale Date: Mon, Aug 19, 2019 16:57:04 IST Location: NSE

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However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Byelaws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from August 19, 2019, within which the scheme shall be submitted to NCLT.

Yours faithfully, For National Stock Exchange of India Limited

Rajendra Bhosale Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm

This Document is Digitally Signed

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Signer: Rajendra P Bhosale Date: Mon, Aug 19, 2019 16:57:04 IST Location: NSE

Annexure 6

Sharda Motor Industries Ltd.

To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai-400 001

Date: 17 th May, 2019

Sub.: Application under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Scheme of Arrangement between Sharda Motor Industries Limited "Demerger Company" and NDR Auto Components Limited "Resulting Company" and their respective Shareholders and Creditors

Ref: : Submission of "Complaints report" in the format prescribed at Annexure III of the SEBI Circular no. CFD/DIL3/CIR/2017 /21 dated March I 0.2017 ("SEBI circular")

Dear Sir,

We refer to our Application under Regulation 37 of the Listing Regulations submitted to BSE Limited on 23rd April, 2019, enclosing all the applicable documents as required under the SEBI circular.

The draft Scheme and the related documents thereon were hosted by your good authority, on your website at www.bseindia.com on 24th April, 2019, therefore in furtherance to our Application, we are hereby submitting the Complaint Report as per Annexure Ill of SEBI Circular no. CFD/DIL3/ClR/2017/21 dated March 10, 2017.

It is further requested to kindly take the above on record and issue the necessary "No-Objection" letter with respect to the Scheme between Sharda Motor Industries Limited and NDR Auto Components Limited.

The Complaint Report has been annexed herewith as Annesure 1.

ei\Y\� Thanking you, Yours faithfully For or on behalf Sharda Motor Industries Limited o;vy?.;J� '-,\ Assistant Company Se Encl. as above

Regd. Office: 0-188, Okhla Industrial Area, Phase-I, New Delhi - 110 020 (INDIA) Tel.: 91-11-47334100, Fax: 91-11-26811676 [-111dil . :,111il@:,I tdt Ud111ulu1.u.,111, W1::l,::,ll1:: . www.::.ltdUd1t1ulu1 1,;u111 CIN NO-L74899DL 1986PLC023202

Sharda Motor Industries Ltd.

ANNEXURE 1

Complaints Report as on 17th May, 2019 as per Annexure Ill of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017

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Part A
Sr.No. Particulars Number
1. Number of complaints received directly NIL
2. Number of complaints forwarded by Stock Exchanges / SEBI NIL
3. Total Number of complaints/comments received (1+2) NIL
4. Number of complaints resolved Not Applicable
5. Number of complaints pending Not Applicable
Part B
Status
Sr.No., Name of cornplalnant I l.Jalt: vf .ut11pldml I
(Resolved/Pendinct)
Not Applicable
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behalf of Sharda Motor Industries Limited
Nitin Vis
Company Secretary
Date: 17th May, 2019
Place: Delhi
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Regd. Office: 0-188, Okhla Industrial Area, Phase-I, New Delhi - 110 020 (INDIA) � D..._ k • E-mail : [email protected], Website : www.shadamotor.com Tel.: 91-11-47334100, Fax: 91-11-26811676 CIN NO-L74899DL 1986PLC023202

Sharda Motor Industries Ltd.

Date: 13[th ] June, 2019

To,

Mr. Saurabh Singh

Deputy Manager - Listing Compliance National Stock Exchange of India Limited (NSE} Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai - 400051

Sub.: Application under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements} Regulations, 2015 "Listing Regulations" for the proposed Scheme of Arrangement between Sharda Motor Industries Limited "Demerger Company" and NOR Auto Components Limited "Resulting Company" and their respective Shareholders and Creditors

Ref.: Submission of "Complaints Report" for a period from 22[nd ] May, 2019 to 12[th ] June, 2019 in the format prescribed at Annexure Ill of the SEBI Circular no. CFD/DIL3/CIR/2017/21 dated 10[th ] March, 2017 ("SEBI circular"}

Dear Sir/ Madam,

We refer to our Application / Case No. - NSE/LIST /20689 under Regulation 37 of the Listing Regulations submitted to National Stock Exchange of India Limited (NSE) on 23[rd ] April, 2019, enclosing all the applicable documents as required under the SEBI circular.

The draft Scheme and the related documents thereon were hosted by your good authority, on your website at www.nseindia.com on 22[nd ] May, 2019, therefore in furtherance to our aforesaid Application, �e are hereby submitting herewith the Complaint Report for a period from 22[nd ] May, 2019 to 12[th ] June, 2019 as per Annexure Ill of SEBI Circular no. CFD/DIL3/CIR/2017 /21 dated 10[th ] March, 2017.

Regd. Office: D-188, Okhla Industrial Area, Phase-I, New Delhi - 110 020 (INDIA) Tel.: 91-11-47334100, Fax: 91-11-26811676

E-mail : [email protected], Website : www.shadamotor.com CIN NO-L74899DL 1986PLC023202

Sharda Motor Industries Ltd.

It is further requested to kindly take the above on record and issue the necessary "No Objection" letter with respect to the Scheme of Arrangement filed between the Sharda Motor Industries Limited and NDR Auto Components Limited.

The Complaint Report has been annexed herewith as Annexure - I.

Thanking you,

Yours faithfully

For Sharda Motor Industries Limited

Divyang Jain Asst. Company Secretary

Encl. as above

Regd. Office: 0-188, Okhla Industrial Area, Phase-I, New Delhi - 110 020 (!NOIA) Tel.: 91-11-47334100, Fax: 91-11-26811676 E-mail : [email protected], Website : www.shadamotor.com CIN NO-L74899DL 1986PLC023202

Sharda Motor Industries Ltd.

ANNEXURE-1

Complaints Report for a period from 22[nd ] May, 2019 to 12[th ] June, 2019, as per Annexure Ill of SEBI Circular No. CFD/DIL3/CIR/017 /1 dated March 10. 2017

Part A

Sr.No. Particulars	Number
1. Number of complaints received directly	NIL
2. Number of complaints forwarded by Stock Exchanges / SEBI	NIL
3. Total Number of complaints/comments received (1+2)	NIL
4. Number of complaints resolved	Not Applicable
5. Number of complaints pending	Not Applicable

Part B

Sr.No.	Name of complainant	Date of complaint	Status
			(Resolved/Pending)
		Not Applicable
	behalf of Sharda Motor Industries Limited
Nitin Vi
Company	Secretary

Date: 13[th ] June, 2019 Place: Delhi

Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi - 110 020 (INDIA) Tel.: 91-11-47334100, Fax: 91-11-26811676 E-mail : [email protected], Website : www.shadamotor.com CIN NO-L74899DL 1986PLC023202

Annexure 7

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF SHARDA MOTOR INDUSTRIES LIMITED ON 5[TH] APRIL, 2019 EXPLAINING EFFECT OF THE SCHEME OF ARRANGEMENT ON THE SHAREHOLDERS (INCLUDING PROMOTER & NON-PROMOTER) & KEY MANAGERIAL PERSONNEL OF THE COMPANY

Background

The Board of Directors of Sharda Motor Industries Limited (“SMIL” or “the Company”) at its meeting held on 5[th ] April, 2019 had considered and approved the Scheme of Arrangement between Sharda Motor Industries Limited (“SMIL” or “Demerged Company”) and NDR Auto Components Limited (“Resulting Company” or “NACL”), and their respective Shareholders and Creditors under Sections 230 to 232 of the Companies Act, 2013 (“Scheme”), which provides for demerger of the Automobile Seating undertaking of the Company and transfer and vesting thereof into the Resulting Company.

While deliberating on the Scheme, the Board had inter alia considered and taken on record:

Scheme of Arrangement;
Share Entitlement Ratio Report dated 25[th] March, 2019 issued by Mr. Rajesh Mittal, Chartered Accountants, Registered Valuer providing the share entitlement ratio as under:
“for every 1 (One) equity share of face value of Rs. 10/- (Rupees ten only) each held in SMIL as on the record date, the equity shareholders of SMIL shall be issued 1 (One) equity share of face value Rs. 10/- (Rupees ten only) each credited as fully paid-up in NACL.”
Fairness Opinion dated 25[th] March, 2019 issued by M/s. Sundae Capital Advisors Private Limited, a SEBI Registered Merchant Banker;
Certificate of M/s. Gupta Vigg & Co., Chartered Accountants, (Statutory Auditors) confirming that the accounting treatment outlined in the Scheme is in compliance with the applicable accounting standards notified under the Companies Act, 2013 and other generally accepted accounting principles.
Report of the Audit Committee dated 25[th] March, 2019, recommending the Scheme to the Board for approval;
Undertaking from the Company with regard to the non-applicability of the requirements prescribed in Paragraph (I)(A)(9) of the SEBI Circular CFD/DIL3/CIR/2017/21 to the Scheme; and
Certificate from the Statutory Auditors, M/s. Gupta Vigg & Co, Chartered Accountants, certifying the undertaking from the Company with regard to the non-applicability of the requirements prescribed in Paragraph (I)(A)(9) of the SEBI Circular CFD/DIL3/CIR/2017/21 to the Scheme

After taking on record the documents / confirmations referred above the Board of SMIL approved the Scheme of Arrangement with 31[st] December, 2018, as appointed date.

As per Section 232(2) (c) of the Companies Act 2013, a report adopted by the board explaining the effect of compromise on each class of shareholders, key managerial personnel, promoters and non-promoters shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties, is required to be circulated for the meeting of the Shareholders and Creditors pursuant to the orders of the Tribunal.

The following is the Report taking into consideration the aforesaid provisions:

1. Share Enttlement Rato

For the Scheme, the Share Entitlement Report was obtained from Mr. Rajesh Mittal, Chartered Accountants, who had recommended the following ratio in their reports dated 25[th] March, 2019:

“for every 1 (One) equity shares of face value of Rs. 10/- (Rupees ten only) each held in SMIL as on the record date, the equity shareholders of SMIL shall be issued 1 (One) equity share of face value Rs. 10/- (Rupees ten only) each credited as fully paid-up in NACL.”

No special valuation difficulties were reported by Mr. Rajesh Mittal, Chartered Accountants in their aforesaid report.

Fairness Opinion was also obtained from M/s. Sundae Capital Advisors Private Limited, a SEBI Registered (Category-I) Merchant Banker dated 25[th] March, 2019.

2. Efect of the Scheme

2.1. Promoters/Non-Promoter Shareholders of SMIL

There is only one class of shareholders. i.e. equity shareholders, which includes the promoter as well as non-promoter shareholders of SMIL;

On demerger, the shareholders of SMIL would receive shares in NACL based on the above mentioned Share Entitlement Ratio.
There would be no dilution or increase in the shareholding of the promoter or the non-promoter shareholders of SMIL; and
Further, the shareholders of SMIL, classified as promoters and public currently, receiving equity shares in NACL upon demerger would be classified as promoters and public in NACL in the same manner as that in SMIL.

2.2. Employees including Key Managerial Persons (“KMP”) of SMIL

Employees and KMPs as shareholders of SMIL

Employees including KMPs who hold shares in SMIL on the Record Date would be allotted shares in NACL on the basis of the above mentioned Share Entitlement Ratio.

Employees and KMPs as executive of SMIL

Pursuant to the demerger, employees in relation to the Automobile Seating undertaking of SMIL would be transferred to NACL on the same terms and conditions which were applicable to such employees in SMIL, immediately prior to the demerger of the Automobile Seating undertaking. No rights of the staff or the employees of the Company are being affected as a result of the proposed Scheme. Further, there shall be no impact of the proposed Scheme on the KMPs of SMIL.

2.3. Creditors

Under the proposed Scheme, there is no arrangement with the creditors (either secured or unsecured) of the Company. No compromise is offered under the proposed Scheme to any of the creditors of the Company. The liability towards the creditors of the Company is being neither reduced nor extinguished and consequently, the creditors of the Company will not be affected in any manner by the proposed Scheme.

2.4. Debenture holders / depositors

As on date, the Company does not have any debenture holders or public deposits.

2.5. Debenture trustees / deposit trustees

As on date, the Company does not have any debenture trustee or deposit trustee.

2.6. Directors

The directors of the Company or their relatives do not have any other interest in the proposed Scheme except to the extent of their shareholding, if any. Further, none of the directors and / or relatives of the directors of the Company are concerned or interested, financially or otherwise, in the proposed Scheme.

There shall be no change in the Directors of SMIL pursuant to demerger.

Apart from the above, the Scheme does not affect the material interests of any of the key managerial personnel, promoters, shareholders, creditors or employees of the SMIL in any manner.

Adopted at the meeting of the Board of Directors of the Company held at Samaya Conference Room, Hotel ITC Maurya, Diplomatic Enclave, Sardar Patel Marg, New Delhi-110021, on 5[th] April, 2019.

On behalf of the Board

Sd/Ajay Relan Managing Director Sharda Motor Industries Limited

Place: Delhi Date: 05.04.2019

Annexure 8

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF NDR AUTO COMPONENTS LIMITED ON 5[TH ] APRIL, 2019, EXPLAINING EFFECT OF THE SCHEME OF ARRANGEMENT ON THE SHAREHOLDERS (INCLUDING PROMOTER & NON-PROMOTER) & KEY MANAGERIAL PERSONNEL OF THE COMPANY

Background

The Board of directors of NDR Auto Components Limited (“NACL” or “the Company”) at its meeting held on 5[th] April 2019 had considered and approved the Scheme of Arrangement between Sharda Motor Industries Limited (“SMIL” or “Demerged Company”) and NDR Auto Components Limited (“NACL” or Resulting Company”) and their respective Shareholders and Creditors under Sections 230 to 232 of the Companies Act, 2013 (“Scheme”), which provides for demerger of the Automobile Seating undertaking of SMIL and transfer and vesting thereof into NACL.

While deliberating on the Scheme, the Board had inter alia considered and taken on record:

Scheme of Arrangement;
Share Entitlement Ratio Report dated 25[th] March, 2019 issued by Mr. Rajesh Mittal, Chartered Accountants, providing the share entitlement ratio as under:
“for every 1 (One) equity shares of face value of Rs.10/- (Rupees ten only) each held in SMIL as on the record date, the equity shareholders of SMIL shall be issued 1 (One) equity share of face value Rs. 10/- (Rupees ten only) each credited as fully paid-up in NACL.”
Fairness Opinion dated 25[th] March, 2019 issued by M/s. Sundae Capital Advisors Private Limited.

After taking on record the documents / confirmations referred above the Board of NACL approved the Scheme of Arrangement with 31[st] December, 2018 (end of day) as the Appointed Date.

As per Section 232(2) (c) of the Companies Act 2013, a report adopted by the board explaining the effect of compromise on each class of shareholders, key managerial personnel, promoters and non-promoters shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties, is required to be circulated forthemeeting of the Shareholders and Creditors pursuant to the orders of the Tribunal.

The following is the Report taking into consideration the aforesaid provisions:

1. Share Enttlement Rato

For the Scheme, the Share Entitlement Report was obtained from Mr. Rajesh Mittal, Chartered Accountants, Registered Valuer who had recommended the following ratio in their reports dated 25[th] March, 2019:

“for every 1 (One) equity share of face value of Rs.10/- (Rupees ten only) each held in SMIL as on the record date, the equity shareholders of SMIL shall be issued 1 (One) equity share of face value Rs. 10/- (Rupees ten only) each credited as fully paid-up in NACL.”

No special valuation difficulties were reported by Mr. Rajesh Mittal, Chartered Accountants in their aforesaid report.

2. Efect of the Scheme

2.1. Promoters/Non-Promoter Shareholders of NACL

There is only one class of shareholders. i.e. equity shareholders.
The entire equity share capital of NACL is held by SMIL (Promoter) and its nominees. The Company does not have any nonpromoter shareholders.
Upon the Scheme becoming effective, the existing equity shares of NACL, held by SMIL along with its nominees shall stand cancelled, extinguished and annulled as enshrined in Clause 12 of the Scheme.
On demerger, NACL will issue and allot its equity shares to each member of SMIL, whose name is recorded in the register of members on the Record Date, as per the above mentioned share entitlement ratio.
Upon the Scheme becoming effective, the shareholding pattern of NACL shall be identical to the shareholding pattern of SMIL,and thus, the overall economic interest of equity shareholders of SMIL shall remain the same.

2.2. Employees including Key Managerial Persons (“KMP”) of NACL

Employees and KMPs as shareholders of NACL

No impact as entire share capital of NACL is held by SMIL.

Employees and KMPs as executives of NACL

2.3. Creditors

2.4. Debenture holders / depositors

As on date, the Company does not have any debenture holders or public deposits.

2.5. Debenture trustees / deposit trustees

As on date, the Company does not have any debenture trustee or deposit trustee.

2.6. Directors

There shall be no change in the Directors of NACL pursuant to demerger.

Apart from the above, the Scheme does not affect the material interests of any of the key managerial personnel, promoters, shareholders, creditors or employees of the NACL in any manner.

Adopted at the meeting of the Board of Directors of the Company held at the Registered Office of the Company, on 5[th] April, 2019.

On behalf of the Board of NDR Auto Components Limited

Sd/-

Dharam Asrey Aggarwal Director DIN: 07720007

Date: 16[th] April, 2019 Place: Delhi

Annexure 9

Inde endent Auditor's Re ort p p

Sharda Motor Industries Ltd.

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INDEPENDENT AUDITOR’S REPORT

To the Members of M/s. SHARDA MOTOR INDUSTRIES LIMITED

Report on the Standalone lnd AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Sharda Motor Industries Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, and 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 the significant accounting policies and other explanatory information (hereinafter referred to as “Ind AS financial statements”).

Management’s Responsibility for the Standalone lnd AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit & loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards(lnd AS) prescribed under Section 133 of the Act read with the companies (Indian accounting Standards) Rule 2015 as amended.

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 lnd AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these lnd AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone lnd AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalonelnd AS financial statements, whether due to fraudor error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2018 and its Profit (including other comprehensive income), its cash flows and the changes in the equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in these standalone Ind AS financial statements, are based on thepreviously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated May 30, 2017 and May 27, 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.Our opinion is not modified in respect of above matter.

Sharda Motor Industries Ltd.

Inde endent Auditor's Re ort p p

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Report on Other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, 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 purpose 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 the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder;
(e) On the basis of written representations received from the directors, as on March 31, 2018,taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 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”; and
(g) 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 Ind AS financial statements- Refer Note 21.1 to the standalone lnd AS financial statements;
- ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
- iii. There were no amounts which were 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 of India in terms of sub-section (11) of section 143 of the Act, we give in the”Annexure B”,a statement on the matters specified in paragraphs 3 and 4 of the said Order.

For Gupta Vigg & Co. Chartered Accountants Firm’s Registration Number 001393N

(CA. Deepak Pokhriyal) Partner Membership Number: 524778

Place of Signature: Nashik, Maharashtra Date: May 26, 2018

Annexure to The Auditor's Re ort p

Sharda Motor Industries Ltd.

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Annexure ‘A’ To the Independent Auditors’ Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date to the Members of Sharda Motor Industries Limited)

Report on the Internal Financial Controls 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 Sharda Motor Industries Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone lnd AS 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 (‘ICAl’). 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting 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”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 judgment, 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, 2018, 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.

For Gupta Vigg & Co.

Chartered Accountants Firm’s Registration Number: 001393N

(CA. Deepak Pokhriyal)

Partner Membership Number: 524778

Place of Signature: Nashik, Maharashtra Date: May 26, 2018

Sharda Motor Industries Ltd.

Annexure to the Auditor's Re ort p

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Annexure ‘B’ To the Independent Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone Ind AS financial statements for the year ended March 31, 2018, we report that:

(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 regular programme of physical verification of its fixed assets by which fixed assets are verified at periodic intervals. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) On the basis of information and explanation provided by the management, the title deeds of immovable properties are held in the name of the Company. One title deed has been mortgaged with a bank for securing the short term borrowing, detail of the same are disclosed in Note No. 17 of the standalone Ind AS financial statements.
(ii) On the basis of information and explanation provided by the management, inventories have been physically verified by the management during the year, except for stock-in-transit and stocks lying with third parties. In our opinion, the frequency of such verification is reasonable. According to the information and explanations given to us, discrepancies noticed on such verification between physical stocks and the book records were not material and these have been properly dealt with in the books of account.
(iii) According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of paragraphs 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.
(iv) According to the information and explanations given to us, the Company has not entered into any transaction covered under Sections 185. The company has complied with the provisions of Sections 186 of the Act in respect of investments made. The Company has not granted any loans and has not provided any guarantees or securities to parties covered under Section 186 of the Act.
(v) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits from the public in accordance with the provisions of Sections 73 to 76 of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under sub section (I) of Section 148 of the Act in respect of product covered and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii)

(a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, value added tax, duty of excise, duty of customs, goods and service tax, cess and other applicable statutory dues with appropriate authorities. Further, there were no undisputed outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable except duty of custom of Rs.6.59 lakhs.
(b) According to the information and explanations given to us, there are no dues of duty of customs which have not been deposited with the appropriate authorities on account of any dispute. Further, according to the information and explanations given to us, except as stated below, there are no dues of income-tax, sales tax, value added tax, service tax and duty of excise which have not been deposited by the Company on account of any disputes:

S. No.	Nature of statute	Nature of dues	Amount (Rs. in lakhs)*	Period towhich amountrelates	Forum wheredisputeis pending
1	U.P. Entry Tax Act	Entry tax	0.90	F.Y. 2001-02	Appellate Authority UP Trade Tax
2	Maharashtra Sales Tax Act	VAT	23.69	F.Y. 2010-11	Sales Tax Tribunal, Nashik
			9.39	F.Y. 2011-12	Joint Commissioner, Nashik
3	Tamil Nadu Sales Tax Act	VAT	29.72	F.Y. 2005-06 & 2006-07	High Court, Madras
4	Service Tax under Fi- nance Act, 1994	Service Tax	34.02	F.Y. 2011-12, 2012-13, 2013-14 & 2014-15	CESTAT, Chennai
			8.16	F.Y. 2010-11, 2011-12, 2012-13, 2013-14 & 2014-15	CESTAT, Ahmedabad
			4.30	F.Y. 2011-12, 2012-13, 2013-14 & 2014-15	CESTAT, Mumbai

Sharda Motor Industries Ltd.

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Annexure to The Auditor's Re ort p

S. No.	Nature of statute	Nature of dues	Amount (Rs. in lakhs)*	Period towhich amountrelates	Forum wheredisputeis pending
5	Central Excise Act	Cenvat Credit	2.24	F.Y. 2007-08	Commissioner Central Excise & Service Tax (Appeals) LTU, New Delhi
			440.00	F.Y. 2008-09 & 2009-10	Hon’ble Supreme Court of India
			0.83	F.Y. 2015-16 & 2016-17	Asst. Comm. Central excise & Ser- vice tax LTU, New Delhi
			1.39	F.Y. 2014-15 & 2015-16	CESTAT, Chennai
			7.35	F.Y. 2010-11 & 2011-12	CESTAT, Mumbai
6	Income Tax Act	Income Tax	41.55	A.Y. 2012-13	ITAT, New Delhi

Net of protest money paid.
(viii) On the basis of information and explanation provided to us, Company has not defaulted in repayment of loans and borrowings to financial institution and bank. The Company has not taken any loan from Government and has not issued any debentures.
(ix) According to the information and explanations given to us, the Company has not raised any money by way of Initial public offer or future public offer (including debt instruments) and term loans during the year. Accordingly, the provisions of paragraph 3(ix) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.
(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
(xi) The Company has paid or provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. .
(xii) The Company is not a Nidhi company, hence the provisions of paragraph 3(xii) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.
(xiii) Based on our examination of the books of account and records of the Company, all transactions entered with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013, where applicable and the details have been disclosed in the standalone Ind AS financial statements , as required by the applicable Indian accounting standards.
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of paragraph 3(xiv) of the Order are not applicable to the Company.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, the provisions of paragraph 3(xv) of the Order are not applicable to the Company.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of paragraph 3(xvi) of the Order are not applicable to the Company.

For Gupta Vigg & Co.

Chartered Accountants Firm’s Registration Number: 001393N

(CA. Deepak Pokhriyal)

Partner Membership Number: 524778

Place of Signature: Nashik, Maharashtra Date: May 26, 2018

Sharda Motor Industries Ltd.

Standalone Financial Statement

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BALANCE SHEET AS AT MARCH 31, 2018

BALANCE SHEET AS AT MARCH 31, 2018
	(Currency :`in Lakhs except otherwise specifed)
Particulars Note No	As At March 31, 2018	As At March 31, 2017	As At April 01, 2016
I. Assets Non-current assets (a) Property, plant and equipment 4 (b) Capital work in progress 5 (c) Other Intangible assets 6 (d) Financial assets (i) Investments 7 (ii) Other fnancial assets 8 (e) Non-current tax asset (net) 9 (f) Other non-current assets 10 Total non-current assets Current assets (a) Inventories 11 (b) Financial assets (i) Investments 7 (ii) Trade receivables 12 (iii) Cash and cash equivalents 13 (iv) Bank balances other than (iii) above 14 (v) Other fnancial assets 8 (c) Other current assets 10 (d) Asset held for sale 31(ii) Total current assets Total assets II. Equity And Liabilities Equity (a) Equity share capital 15 (b) Other equity 16 Total equity Liabilities Non- current liabilities (a) Financial liabilities (i) Borrowings 17 (b) Provisions 21 (c) Deferred tax liability (net) 33 (d) Other non-current liabilities 20 Total non- current liabilities Current liabilities (a) Financial liabilities (i) Borrowings 17 (ii) Trade payables 18 - Total outstanding dues to micro and small enterprises - Total outstanding dues to parties other than micro and small enterprises (iii) Other fnancial liabilities 19 (b) Other current liabilities 20 (c) Provisions 21 Total current liabilities Total liabilities Total equity and liabilities Summary of Signifcant Accounting Policies 3	17,472.11 36.28 440.00 216.25 284.70 50.06 872.18	19,551.16 71.25 864.36 215.07 225.38 86.13 498.31	23,023.46 385.87 1,241.26 215.51 467.86 379.18 750.67
	19,371.58	21,511.66	26,463.81
	8,562.04 10,407.08 12,240.73 2,200.73 5,170.17 160.27 548.11 19.58	7,183.69 7,796.54 10,806.98 582.36 5,403.83 1,231.28 625.95 18.99	8,274.17 2,897.98 10,012.73 251.79 3,446.92 142.18 1,017.65 -
	39,308.71	33,649.62	26,043.42

	58,680.29	55,161.28	52,507.23
	594.63 34,908.13	594.63 27,937.47	594.63 23,163.19
	35,502.76	28,532.10	23,757.82
	- 205.17 781.02 218.26	1,118.42 171.46 1,039.07 235.77	1,859.46 148.42 1,154.04 200.45
	1,204.45	2,564.72	3,362.37
	- - 18,291.78 516.29 2,931.49 233.52	2,804.41 - 16,401.75 2,420.86 2,137.02 300.42	8,447.75 - 12,552.03 2,253.01 1,953.71 180.54
	21,973.08	24,064.46	25,387.04
	23,177.53	26,629.18	28,749.41
	58,680.29	55,161.28	52,507.23

The accompanying notes form an integral part of these fnancial statements As per our Audit Report of even date attached ForGupta Vigg & Co. Chartered Accountants Firm’s Registration Number 001393N (CA. Deepak Pokhriyal) Kishan N Parikh Partner Chairperson M.NO. 524778 DIN:00453209 Place of Signature: Nashik, Maharashtra Dated : May 26, 2018	For and on Behalf of Board of Directors of Sharda Motor Industries Limited Sharda Relan Ajay Relan Co-Chairperson Managing Director DIN:00252181 DIN:00257584 Vivek Bhatia Nitin Vishnoi President & CFO Company Secretary M. No. 89846 M. No. F3632

Standalone Financial Statements

Sharda Motor Industries Ltd.

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STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31, 2018

(Currency : ` in Lakhs except otherwise specified)

Particulars Note No.	For the year ended March 31, 2018 120,425.88 1,780.30 122,206.18 73,125.90 6,060.51 (231.00) 4,881.31 8,203.22 213.00 4,377.89 13,841.90 110,472.73 11,733.45 58.73 11,674.72 4,088.59 (274.89) 3,813.70 7,861.02 6.48 (2.24) - - 4.24 7,865.26 132.20 132.20	For the year ended March 31, 2017
I Revenue from operations 22 II Other income 23 III Total income (I+II) IV Expenses (a) Cost of materials consumed 24 (b) Purchases of stock-in-trade 25 (c) Changes in inventories of fnished goods, work-in-progress and stock in trade 26 (d) Excise duty (e) Employee benefts expense 27 (f) Finance costs 28 (g) Depreciation and amortization expense 29 (h) Other expenses 30 Total expenses V Proft before exceptional items and tax (III-IV) VI Exceptional Items 31 VII Proft before tax (V-VI) VIII Tax expense: (a) Current tax 32.1 (b) Deferred tax 32.1 Total tax expense IX Proft for the year (VII-VIII) X Other Comprehensive Income (A) (i) Items that will not be reclassifed to proft or loss - Re-measurement gains/ (losses) on defned beneft plans (ii) Income tax on items that will not be reclassifed to proft or loss (B) (i) Items that will be reclassifed to proft or loss (ii) Income tax on items that will not be reclassifed to proft or loss Total other comprehensive income for the year, net of tax XI Total comprehensive income for the year, net of tax (IX+X) XII Earnings per share: (Face value`10 per share)<br>34<br>1)<br>Basic (amount in`) 2) Diluted (amount in`) Summary of Signifcant Accounting Policies 3		122,538.86 1,385.78
		123,924.64
		66,231.84 5,189.74 195.18 18,350.35 7,282.78 759.57 4,979.38 12,306.89
		115,295.73
		8,628.91
		915.27
		7,713.64
		2,677.43 (639.26)
		2,038.17
		5,675.47
		(10.05) 3.48 - -
		(6.57)
		5,668.90
		95.45 95.45

The accompanying notes form an integral part of these financial statements As per our Audit Report of even date attached For Gupta Vigg & Co. For and on Behalf of Board of Directors Chartered Accountants of Sharda Motor Industries Limited Firm’s Registration Number 001393N (CA. Deepak Pokhriyal) Kishan N Parikh Sharda Relan Ajay Relan Partner Chairperson Co-Chairperson Managing Director M.NO. 524778 DIN:00453209 DIN:00252181 DIN:00257584 Vivek Bhatia Nitin Vishnoi Place of Signature: Nashik, Maharashtra President & CFO Company Secretary Dated : May 26, 2018 M. No. 89846 M. No. F3632

Sharda Motor Industries Ltd.

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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2018

(Currency : ` in Lakhs except otherwise specified)

A. Equity Share Capital Balance as at April 01, 2016 Changes during the year Balance as at March 31, 2017 Changes during the year Balance as at March 31, 2018	Amount
	594.63 -
	594.63 -
	594.63

B. Other Equity

. Other Equity
Balance as at April 01, 2016 Proft for the year Transfer to General Reserve Other comprehensive income for the year, net of tax Total Comprehensive Income Payment of Dividend Dividend Distribution Tax Balance as at March 31, 2017 Proft for the year Transfer to General Reserve Other comprehensive income for the year, net of tax Total Comprehensive Income Payment of Dividend Dividend Distribution Tax Balance as at March 31, 2018 Summary of Signifcant Accounting Policies	Reserve & Surplus
	Capital Reserve General Reserve Retained earnings Other comprehensive income- Remeasurement of defned beneft obligation Total
	0.20 21,025.68 2,135.11 2.20 23,163.19 - - 5,675.47 - 5,675.47 - - - - - - - - (6.57) (6.57)
	- - 5,675.47 (6.57) 5,668.90 - - (743.28) - (743.28) - - (151.34) - (151.34)
	0.20 21,025.68 6,915.96 (4.37) 27,937.47
	- - 7,861.02 - 7,861.02 - - - - - - 4.24 4.24
	- - 7,861.02 4.24 7,865.26 - - (743.28) (743.28) - - (151.34) (151.34)
	0.20 21,025.68 13,882.38 (0.13) 34,908.13
	3

Standalone Financial Statements

Sharda Motor Industries Ltd.

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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2018

(Currency : ` in Lakhs except otherwise specified)

(Curren	cy :`in Lakhs except	otherwise specifed)
Particulars	Year ended March 31, 2018	Year ended March 31, 2017
A CASH FLOW FROM OPERATING ACTIVITIES Proft / (loss) before tax Adjustments for: Depreciation and amortization Finance cost Interest income Interest income under efective interest rate method on security deposits at amortised cost Dividend income Loss / (Gain) on sale of fnancial asset measured at Fair value through proft and loss (FVTPL) Pre- Operative Expenses Written Of Diminution in value of asset held for sale Property, Plant and Equipment written of Provision for doubtful debts Amount written of (net) Loss / (Gain) on sale of property, plant and equipment (net) Fair value gain on investment in mutual fund designated at FVTPL Unrealized loss/(gain) on reinstatement of foreign exchange (net) Fair value losses on derivatives not designated as hedged Operating proft / (loss) before adjustments Adjustments for: Decrease/(increase) in inventories Decrease/(increase) in trade receivables Decrease/(increase) in other fnancial assets Decrease/(increase) in other assets Increase in trade payables Increase in other liabilities Increase in other fnancial liabilities Increase/(decrease) in provisions Cash generated from operating activities Taxes (paid) / refund Net cash from operating activities - (A) B CASH FLOW FROM INVESTING ACTIVITIES Acquisition of property, plant and equipment including capital work-in-progress Acquisition of intangible assets including intangible assets under development Proceeds from sale of property, plant and equipment Payments for purchase of investments Proceeds from sale of investments Bank deposits made Dividend received Interest received Net cash used in investing activities - (B) C CASH FLOW FROM FINANCING ACTIVITIES Repayment of borrowings Finance cost paid Dividend paid (including corporate dividend tax) Net cash from fnancing activities - (C) Net increase / (decrease) in cash and cash equivalents - (A+B+C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year [refer note 13]	11,674.72 4,377.89 213.00 (365.13) (0.66) (258.24) (346.08) - 58.73 16.90 2.51 - (352.18) (193.69) (16.74) 111.36 14,922.39 (1,378.35) (1,513.76) 989.61 77.86 1,883.20 776.97 (115.59) (26.71) 15,615.62 (4,037.92) 11,577.70 (2,520.70) (55.82) 761.27 (16,003.93) 13,931.96 233.66 258.24 388.61 (3,006.71) (5,794.70) (259.63) (898.29) (6,952.62) 1,618.37 582.36 2,200.73	7,713.64 4,979.38 759.57 (381.88) (0.61) (81.00) (164.42) 738.87 176.40 - - (22.58) (233.02) (269.58) 9.54 158.13
		13,382.44 1,090.48 (794.25) (18.32) 436.89 3,840.17 218.60 (0.45) 132.86
		18,288.42 (1,856.61) 16,431.81
		(2,171.90) (116.40) 822.26 (8,481.64) 3,063.41 (1,956.91) 81.00 350.16
		(8,410.02)
		(5,982.14) (814.18) (894.90)
		(7,691.22)
		330.57 251.79
		582.36

Note:

i) The above cash flow statement has been prepared under the indirect method as set out in the Ind AS-7-””Statement of cash flow

ii) Cash and cash equivalents consist of cash in hand and balances with scheduled banks in current accounts or deposits with original maturity of three months or less (refer note 13).

As per our Audit Report of even date attached

For Gupta Vigg & Co. For and on Behalf of Board of Directors Chartered Accountants of Sharda Motor Industries Limited Firm’s Registration Number 001393N (CA. Deepak Pokhriyal) Kishan N Parikh Sharda Relan Ajay Relan Partner Chairperson Co-Chairperson Managing Director M.NO. 524778 DIN:00453209 DIN:00252181 DIN:00257584 Vivek Bhatia Nitin Vishnoi Place of Signature: Nashik, Maharashtra President & CFO Company Secretary Dated : May 26, 2018 M. No. 89846 M. No. F3632

Sharda Motor Industries Ltd.

Standalone Financial Statements

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Notes to financial statements for the year ended March 31, 2018

Note 1: Corporate Information

Sharda Motor Industries Limited (“the Company”) is primarily engaged in the manufacturing and assembly of Auto Components and White Goods Components. The Company serves as a ‘Tier I’ vendor for some of the major Automobiles and Electronics Original Equipment Manufacturers (OEMs). It has got a ‘State of Art’ manufacturing facilities across thirteen locations in seven states of India. The Company’s production range includes Exhaust Systems, Catalytic Convertors, Suspension Systems, Sheet Metal Components and Plastic parts for the Automotive and White Goods Industries.

Note 2: Basis of preparation of Financial statements

2.1 Statement of Compliance:

The financial statements have been prepared as a going concern in accordance with Indian Accounting Standards (Ind AS) notified under the Section 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Upto the year ended 31st March, 2017, the Company prepared the financial statements in accordance with the requirements of previous GAAP, which includes standards notified under the Companies (Accounting Standards) Rules, 2006 and other relevant provisions of the Act. These are the Company’s first Ind AS financial statements. The date of transition to the Ind AS is April 01, 2016. The financial statements for the year ended 31st March, 2017 and the opening Balance Sheet as at 1st April, 2016 have been restated in accordance with Ind AS for comparative information. Reconciliations and explanations of the effect of the transition from Previous GAAP to Ind AS on the Company’s Balance Sheet, Statement of Profit and Loss and Statement of Cash Flows are provided in note 41.

The financial statements were authorized for issue by the Company’s Board of Directors on May 26, 2018.

2.2 Basis of preparation and presentation:

The financial statements have been prepared on the historical cost convention on accrual basis except for certain financial assets and liabilities (including derivative instruments) and net defined benefits (assets)/liability which are measured at fair value and fair value of the plan assets less present value of defined benefits obligations respectively at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange of goods or services.

The principal accounting policies are set out below.

2.3 Going concern:

The board of directors have considered the financial position of the Company at March, 31 2018 and the projected cash flows and financial performance of the Company for at least twelve months from the date of approval of these financial statements as well as planned cost and cash improvement actions, and believe that the plan for sustained profitability remains on course. The board of directors have taken actions to ensure that appropriate long-term cash resources are in place at the date of signing the accounts to fund the Company’s operations.

2.4 Use of estimates and judgements:

The preparation of financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognised prospectively in current and future periods.

Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements:

useful life of Property, plant and equipment
useful life of Intangible assets
provisions and contingent liabilities

- income taxes

lease classification and judgement regarding whether an arrangement contain a lease

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending March 31, 2018:

measurement of defined benefit obligations: key actuarial assumptions
recognition and measurement of provision for warranties, provision for litigations and contingent liabilities: key assumptions about the likelihood and magnitude of an outflow of resources

Standalone Financial Statements

Sharda Motor Industries Ltd.

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the liability for site restoration is measured on the basis of present estimated cost to decommission the asset, current inflation rate and discount rate.

2.5 Measurement of fair values:

A number of the Company’s accounting policies and disclosures require measurement of fair values, for both financial and nonfinancial assets and liabilities. The Company has an established control framework with respect to measurement of fair values. The directors are responsible for overseeing all significant fair value measurements, including Level 3 fair values. Directors regularly reviews significant unobservable inputs and valuation adjustments.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirely in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the changes have occurred.

2.6 Operating cycle:

All assets and liabilities have been classified as current or non-current according to the Company’s operating cycle and other criteria set out in the Act. 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 twelve months for the purpose of current and non-current classification of assets and liabilities.

Note 3: Summary of Significant accounting policies

3.1 Revenue recognition and presentation:

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are inclusive of excise duty and net of returns, trade allowances, sales incentives, value added taxes.

The Company recognises revenue when the amount of revenue and its related cost can be reliably measured and it is probable that future economic benefits will flow to the entity and specific criteria in relation to significant risk and reward and degree of managerial involvement associated with ownership or effective control have been met for each of the Company’s activities as described below. The Company bases its estimates on historical results, taking into consideration the type of customer, the type of transactions and the specifics of each arrangement.

Sale of goods

Domestic sales are recognised on transfer of significant risk and rewards of ownership to customer, which takes place on dispatch of goods to the customers from factory. The sales are accounted for net of trade discount, sales tax and sales return. Export sales are recognized at the time of the clearance of goods and approval of Goverment authorities.

Sale includes revision in prices received from customers with retrospective effect.

Income from Services

Rendering of services is recognised under the proportionate completion method provided the consideration is reliably determinable and no significant uncertainty exists regarding the collection of the consideration.

Dividend and Interest Income

Dividend income from investments is recognised when the shareholders’ right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).

Interest income is recognised using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash receipts throughout the expected life of the financial instrument to the gross carrying amount of the financial asset.

3.2 Recognition of interest expense:

Interest expense is recognised using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts the estimated future cash payments throughout the expected life of the financial instrument to the amortised cost of the financial liability. In calculating interest expense, the effective interest rate is applied to the amortised cost of the liability.

Sharda Motor Industries Ltd.

Standalone Financial Statements

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3.3 Property, Plant and Equipment (PPE):

Items of PPE are measured at cost of acquisition or construction less accumulated depreciation and/or accumulated impairment loss, if any.

Cost of an item of PPE comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, if any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.

The cost of a self-constructed item of property, plant and equipment comprises the cost of materials and direct labour, any other costs directly attributable to bringing the item to working condition for its intended use, and estimated costs of dismantling and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Capital work in progress includes cost of property, plant and equipment (including related expenditure) under installation/under development as at the balance sheet date.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in the statement of profit or loss.

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

Transition to Ind AS: On transition to Ind AS, the Company has elected to continue with the carrying value of all its property, plant and equipment recognised as at April 1, 2016, measured as per the previous GAAP, and use that carrying value as the deemed cost of such property, plant and equipment.

Depreciation: Depreciation is provided using the written down value based on useful life of the assets as prescribed in Schedule II of the Companies Act, 2013 and after retaining the residual value of 5% of the original cost of the asset in the said Schedule except in respect of the following cases, where useful life of assets is different than those prescribed in Schedule II .

Asset	Estimated Useful Life (Years)	Useful Life as per Companies Act, 2013 (Years)
Plant & Machinery	20	15
Electrical Fittings	15	10
Tools & Dies	10	Not Specifed

The residual value and useful life and method of depreciation of property, plant and equipment are reviewed at each financial year and adjusted prospectively, if appropriate.

Assets purchased during the year costing ` 5,000 or less are depreciated at the rate of 100%

3.4 Intangible assets:

Intangible assets comprise of computer software (which does not form an integral part of related hardware) ,Technical Know-How and Guidance Fee. Computer software which is acquired separately, is recognized initially at cost. Following initial recognition principle, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets under development include cost of assets under installation/under development as at the balance sheet date.

Subsequent costs are included in the assets’ carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably.

Transition to Ind AS: On transition to Ind AS, the Company has elected to continue with the carrying value of all its intangible assets recognized as at April 01, 2016, measured as per the previous GAAP, and use that carrying value as the deemed cost of such intangible assets.

Amortisation method and useful lives: Intangible assets other than Technical Know-How and Guidance Fee are amortized on a straight line basis over the estimated life of three years and Technical Know-How and Guidance Fee is amortised on straight line method over the estimated life of 6 years from the date of capitalisation.

3.5 Research & Development Costs:

a) The revenue expenditure on research and development is charged as an expense in the year in which it is incurred. However Expenditure on development activities, whereby research findings are applied to a future plan or design for the production of new or substantially improved products and process and has got future benefits is capitalized. Such capitalization includes cost of materials, direct labour and an appropriate proportion of overheads that are directly attributable to preparing the assets for its intended use.
b) Capitalized development expenditure is stated at cost less accumulated depreciation and impairment losses. Depreciation on such capital assets is followed in accordance with the Company’s Policy.

Standalone Financial Statements

Sharda Motor Industries Ltd.

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3.6 Borrowing costs:

Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalized as a part of cost of the asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets are deducted from the borrowing costs eligible for capitalisation.

3.7 Foreign currencies:

Functional and presentational currency

The Company’s financial statements are presented in Indian Rupees ( ) which is also the Company’s functional currency. Functional currency is the currency of the primary economic environment in which a Company operates and is normally the currency in which the Company primarily generates and expends cash. All the financial information presented in lakhs except where otherwise stated.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Company at the functional currency spot rate prevailing on the date when the transaction first qualifies for recognition. Exchange differences arising on foreign currency transactions settled during the year are recognised in profit or loss.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences on restatement/settlement of all monetary items are recognised in profit or loss.

The Company has one branch office outside India whose financial statement are translated into Indian Rupees as if the transaction of the foreign operation were those of Company itself. Monetary assets and liabilities denominated in foreign currencies as at the Balance Sheet date are translated at year end rates. The resultant exchange differences are recognised in profit or loss. Nonmonetary assets are recorded at the rates prevailing at the rates on the date of the transaction.

3.8 Inventories:

Raw material, Consumable Stores and spare parts are valued at lower of cost or net realizable value. Cost includes purchase price (excluding taxes which are subsequently recoverable by the enterprise from the Concerned revenue authorities), freight inwards and other expenditure incurred in bringing such inventories to their present location and condition. In determining the cost, FIFO method is used.

Work in progress, manufactured finished goods and traded goods are valued at lower of cost or net realizable value. The comparison of cost and net realizable value is made on an item by item basis. Cost of work in progress and manufactured finished goods is determined on FIFO basis and comprises direct material, cost of conversion and other costs incurred in bringing these inventories to their present location and condition.

Stock in Transit is valued at lower of cost or net realizable value. Scrap is valued at estimated net realizable value.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products.

3.9 Leases:

Determining whether arrangement contains a lease

At inception of an arrangement, it is determined whether the arrangement is or contains a lease.

At inception or on reassessment of the arrangement that contains a lease, the payments and other consideration required by such an arrangement are separated into those for the lease and those for other elements on the basis of their relative fair values. If it is concluded for a finance lease that it is impracticable to separate payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. The liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the incremental borrowing rate.

Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Assets taken on finance lease are initially capitalised at fair value of the asset or present value of the minimum lease payments at the inception of the lease, whichever is lower. 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 so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Sharda Motor Industries Ltd.

Standalone Financial Statements

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Assets held under lease

Leases of property, plant and equipment that transfer to the Company substantially all the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to similar owned assets.

Assets held under leases that do not transfer to the Company substantially all the risk and rewards of ownership (i.e. operating leases) are not recognised in the Company’s balance sheet.

Lease payments

Minimum lease payments made under finance leases are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

3.10 Employee Benefts:

Short Term Employee Benefits

All employee benefits expected to be settled wholly within twelve months of rendering the service are classified as short-term employee benefits. When an employee has rendered service to the Company during an accounting period, the Company recognises the undiscounted amount of short-term employee benefits expected to be paid in exchange for that service as an expense unless another Ind AS requires or permits the inclusion of the benefits in the cost of an asset. Benefits such as salaries, wages and shortterm compensated absences, bonus and ex-gratia etc. are recognised in statement of profit and loss in the period in which the employee renders the related service.

A liability is recognised for the amount expected to be paid after deducting any amount already paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably. If the amount already paid exceeds the undiscounted amount of the benefits, the Company recognises that excess as an asset /prepaid expense to the extent that the prepayment will lead to, for example, a reduction in future payments or a cash refund.

Post-Employment Benefits

Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions to a statutory authority and will have no legal or constructive obligation to pay further amounts.

Retirement benefits in the form of Provident Fund and employee state insurance are a defined contribution scheme and contributions paid/payable towards these funds are recognised as an expense in the statement of profit and loss during the period in which the employee renders the related service. There are no other obligations other than the contribution payable to the respective trusts.

Defined benefit plan

The Company has Defined benefits plans namely Gratuity for employees. The gratuity fund are recognised by the income tax authorities and are administered through Company’s trusts where a policy with ‘Life Insurance Corporation of India’ has been taken to cover the gratuity liability of the employees. The difference between the actuarial valuation of the gratuity of employees at the year end and the balance of funds with Life Insurance Corporation of India is provided for as liability in the books.

The liability or asset recognised in the balance sheet in respect of gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in profit or loss.

Remeasurement of gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.

Standalone Financial Statements

Sharda Motor Industries Ltd.

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Other Long Term Employee Benefits

Liabilities for leave encashment / compensated absences which are not expected to be settled wholly within the operating cycle after the end of the period in which the employees render the related service are measured at the present value of the estimated future cash outflows which is expected to be paid using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period on Government bonds that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

3.11 Provisions, Contingent liabilities and contingent assets:

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

Litigations: Provision in respect of loss contingencies relating to claims, litigation, assessment, fines, penalties, etc. are recognised when it is probable that a liability has been incurred and the amount can be estimated reliably.

When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.

The expense relating to a provision is presented in the statement of profit and loss, net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. The unwinding of discount is recognised in the statement of profit and loss as a finance cost.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources would be required to settle the obligation, the provision is reversed.

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 with in 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.

Contingent assets are disclosed when there is a possible asset that 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 with in the control of the Company.

3.12 Financial instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial asset and financial liabilities are initially measured at fair value. Transaction cost which are directly attributable to the acquisition or issue of financial instruments (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction cost directly attributable to the acquisition of financial assets financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Subsequently, financial instruments are measured according to the category in which they are classified.

(a) Financial Assets

All purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

All recognised financial assets are subsequently measured in their entirely at either amortised cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

The Company classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), 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.

A financial asset that meets the following two conditions is measured at amortised cost unless the asset is designated at fair value through profit or loss under the fair value option:

Standalone Financial Statements

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Sharda Motor Industries Ltd.

• Business model test : the objective of the Company’s business model is to hold the financial asset to collect the contractual cash flows.

• Cash flow characteristic test : the contractual term of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset that meets the following two conditions is measured at fair value through other comprehensive income unless the asset is designated at fair value through profit or loss under the fair value option: • Business model test : the financial asset is held within a business model whose objective is achieved by both collecting cash flows and selling financial assets.

• Cash flow characteristic test : the contractual term of the financial asset gives rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All other financial assets are measured at fair value through profit or loss.

Investments in equity instrument at fair value through other comprehensive income (FVTOCI)

On initial recognition, the Company can make an irrevocable election (on an instrument by instrument basis) to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instrument. This election is not permitted if the equity instrument is held for trading. These elected investments are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains / losses arising from changes in fair value recognised in other comprehensive income. This cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.

The Company has an equity investment in an entity which is not held for trading. The Company has elected to measure this investment at amortised cost. Dividend, if any, on this investments is recognised in profit or loss.

Equity investment in subsidiaries, associates and joint ventures

Investments representing equity interest in subsidiaries, associates and joint ventures are carried at cost less any provision for impairment. Investments are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable.

Financial assets at fair value through profit or loss (FVTPL)

Financial assets that do not meet the amortised cost criteria or fair value through other comprehensive income criteria are measured at fair value through profit or loss. A financial asset that meets the amortised cost criteria or fair value through other comprehensive income criteria may be designated as at fair value through profit or loss upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets and liabilities or recognising the gains or losses on them on different bases.

Investments in mutual funds are measured at fair value through profit and loss. Financial assets which are fair valued through profit or loss are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss.

Trade receivables

Impairment of financial assets

The Company assesses impairment based on expected credit losses (ECL) model to the following :

financial assets measured at amortised cost
financial assets measured at fair value through other comprehensive income

Expected credit loss are measured through a loss allowance at an amount equal to:

• the twelve month expected credit losses (expected credit losses that result from those default events on the financial instruments that are possible within twelve months after the reporting date); or

• full life time expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument).

For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 18, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

Derecognition of financial assets

A financial asset is derecognised only when

• The Company has transferred the rights to receive cash flows from the financial asset or

• Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Standalone Financial Statements

Sharda Motor Industries Ltd.

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Foreign exchange gains and losses:

The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the exchange rate at the end of each reporting period. For foreign currency denominated financial assets measured at amortised cost or fair value through profit or loss the exchange differences are recognised in profit or loss except for those which are designated as hedge instrument in a hedging relationship.

Further change in the carrying amount of investments in equity instruments at fair value through other comprehensive income relating to changes in foreign currency rates are recognised in other comprehensive income.

(b) Financial liabilities and equity instruments

Classification of debt or equity

Debt or equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest rate method or at fair value through profit or loss.

Trade and other payables

Trade and other payables represent liabilities for goods or services provided to the Company prior to the end of financial year which are unpaid.

Borrowings

Borrowings are initially recognised at fair value, net of transaction cost incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction cost) and the redemption amount is recognised in profit or loss over the period of borrowings using the effective rate method.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

Foreign exchange gains or losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in profit or loss. The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the exchange rate at the end of the reporting period. For financial liabilities that are measured as at fair value through profit or loss, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired.

3.13 Derivative fnancial instruments:

The Company enters into foreign exchange forward contracts and certain other derivative financial instruments to manage its exposure to foreign exchange rate risks and commodity price risks.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument which is recognised in other comprehensive income (net of tax) and presented as a separate component of equity which is later reclassified to profit or loss when the hedge item affects profit or loss.

3.14 Taxes:

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Sharda Motor Industries Ltd.

Standalone Financial Statements

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Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profits. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences and incurred tax losses to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the income taxes are also recognised in other comprehensive income or directly in equity respectively.

3.15 Impairment of tangible and intangible assets:

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

3.16 Operating segment:

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components, and for which discrete financial information is available. All operating segments’ operating results are reviewed regularly by the Company’s CODM to make decisions about resources to be allocated to the segments and assess their performance.

The operations of the Company falls under manufacturing & trading of auto component parts, which is considered to be the only reportable segment by the Company’s CODM.

3.17 Cash and cash equivalents:

For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash in hand, demand deposits held with banks, other short-term highly liquid investments 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, and bank overdrafts.

3.18 Dividends;

Final dividends on shares are recorded on the date of approval by the shareholders of the Company.

3.19 Assets Held for Sale;

Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale’ when all of the following criteria’s are met: (i) decision has been made to sell. (ii) the assets are available for immediate sale in its present condition. (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date.

Subsequently, such non-current assets and disposal groups classified as held for sale are measured at the lower of its carrying value and fair value less costs to sell. Non-current assets held for sale are not depreciated or amortised.

3.20 Earnings per share (EPS):

Basic earnings per share are calculated by dividing the net profit/ (loss) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earning per share is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year end, except where the results would be anti-dilutive.

Standalone Financial Statements

Sharda Motor Industries Ltd.

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3.21 Recent accounting pronouncements-Standards issued but not yet effective:

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

The amendment will come into force from April 1, 2018. The Company is evaluating the requirements of the amendment and its effect on the financial statements.

Ind AS 115- Revenue from Contract with Customers: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

• Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors.

• Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch

up approach) The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company is yet to decide the method of applicability and is evaluating the requirements of the amendment and its effect on the financial statements.

Modifications on Ind AS 102, have been issued by MCA, however the standard is not applicable to the Company

Amendment to Ind AS 12 : The amendment to Ind AS 12 requires the entities to consider restriction in tax laws in sources of taxable profit against which entity may make deductions on reversal of deductible temporary difference (may or may not have arisen from same source) and also consider probable future taxable profit. The Company is evaluating the requirements and its impact on the financial statements.

Sharda Motor Industries Ltd.

Standalone Financial Statements

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(Currency :`in Lakhs except otherwise specifed)	Particulars Freehold land Leasehold land Plant & Machinery Building Offce Equipment Computers Furniture and Fixtures Electric Fittings Vehicles Total	Gross Block (At deemed cost) As at April 01, 2016 1,403.31 753.22 11,713.03 4,952.90 164.74 45.63 71.89 1,051.74 241.69 20,398.15 Add: Additions made during the year - - 1,540.56 9.02 43.71 29.80 8.77 - 174.32 1,806.18 Less: Disposals /adjustments during the year - 111.00 943.84 - 0.05 - 0.30 14.62 5.63 1,075.43 As at March 31, 2017 1,403.31 642.22 12,309.75 4,961.92 208.40 75.43 80.36 1,037.12 410.38 21,128.90 Add: Additions made during the year - - 1,930.41 27.32 34.52 66.58 14.61 33.81 46.66 2,153.91 Less: Disposals / adjustments during the year - - 684.62 - 5.69 6.69 1.85 8.12 18.10 725.07 As at March 31, 2018 1,403.31 642.22 13,555.53 4,989.24 237.24 135.33 93.12 1,062.81 438.93 22,557.74 Depreciation and impairment As at April 01, 2016 - - - - - - - - - Add: Depreciation charge for the year - 8.67 3,119.95 495.72 59.14 25.11 24.13 197.90 77.96 4,008.59 Less: On disposals / adjustments during the year - - 176.72 - 0.05 - 0.30 2.46 0.29 179.82 As at March 31, 2017 - 8.67 2,943.24 495.72 59.09 25.11 23.83 195.44 77.67 3,828.77 Add: Depreciation charge for the year - 8.67 2,642.12 445.65 49.99 48.35 18.34 164.71 98.54 3,476.37 Less: On disposals / adjustments during the year - - 216.90 - 3.29 1.62 0.73 7.04 3.58 233.17 As at March 31, 2018 - 17.34 5,368.45 941.37 105.78 71.84 41.45 353.11 172.62 7,071.98 Research & Development	Freehold land Leasehold land Plant & Machinery Building Offce Equipment Computers Furniture and Fixtures Electric Fittings Vehicles Total	Gross Block (At deemed cost) As at April 01, 2016 - - 1,830.42 599.63 30.81 13.48 2.38 139.67 8.92 2,625.32 Add: Additions made during the year - - 91.99 - 0.70 10.10 0.42 - - 103.20 Less: Disposals /adjustments during the year - - - - - - - - - - As at March 31, 2017 - - 1,922.41 599.63 31.51 23.58 2.80 139.67 8.92 2,728.52 Add: Additions made during the year - - 131.45 - 2.85 6.50 6.76 - 9.08 156.64 Less: Disposals / adjustments during the year - - - - - - - - - - As at March 31, 2018 - - 2,053.86 599.63 34.36 30.08 9.56 139.67 18.01 2,885.16

Standalone Financial Statements

Sharda Motor Industries Ltd.

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Freehold land Leasehold land Plant & Machinery Building Offce Equipment Computers Furniture and Fixtures Electric Fittings Vehicles Total	Depreciation and impairment As at April 01, 2016 - - - - - - - - - Add: Depreciation charge for the year - - 404.34 28.65 10.16 5.37 0.68 25.31 2.97 477.49 Less: On disposals / adjustments during the year - - - - - - - - - - As at March 31, 2017 - - 404.34 28.65 10.16 5.37 0.68 25.31 2.97 477.49 Add: Depreciation charge for the year - - 348.71 27.28 7.79 12.33 1.94 20.73 2.55 421.33 Less: On disposals / adjustments during the year - - - - - - - - - - As at March 31, 2018 - - 753.05 55.93 17.96 17.70 2.62 46.04 5.52 898.82 Net book value As at March 31, 2018 1,403.31 624.88 9,487.89 4,591.57 147.86 75.86 58.62 803.32 278.79 17,472.11 As at March 31, 2017 1,403.31 633.55 10,884.58 5,037.18 170.66 68.53 58.65 956.04 338.66 19,551.16 As at April 01, 2016 1,403.31 753.22 13,543.45 5,552.53 195.55 59.11 74.27 1,191.41 250.61 23,023.46 Notes: 1. The Company has availed the exemption available under Ind AS 101, whereas the carrying value of property, plant and equipment has been carried forwarded at the amount as determined under the previous GAAP. Considering the FAQ issued by the ICAI, regarding application of deemed cost, the Company has disclosed the cost as at April 01, 2016 net of accumulated depreciation. However, information regarding gross carrying amount of assets, accumulated depreciation has been disclosed by the Company separately as follows: Other than Research and Development	Freehold land Leasehold land Plant & Machinery Building Offce Equipment Computers Furniture and Fixtures Electric Fittings Vehicles Total	Gross carrying amount as at April 1, 2016 1,410.09 837.46 27,830.56 9,113.16 661.04 424.80 332.56 2,799.91 1,240.32 44,649.91 Accumulated depreciation as at April 1, 2016 6.78 84.24 16,117.53 4,160.26 496.30 379.17 260.67 1,748.17 998.63 24,251.76 Net carrying amount as at April 1, 2016 1,403.31 753.22 11,713.03 4,952.90 164.74 45.63 71.89 1,051.74 241.69 20,398.15	Freehold land Leasehold land Plant & Machinery Building Offce Equipment Computers Furniture and Fixtures Electric Fittings Vehicles Total	Gross carrying amount as at April 1, 2016 - - 2,998.66 721.15 84.87 110.68 6.26 194.35 45.09 4,161.06 Accumulated depreciation as at April 1, 2016 - - 1,168.24 121.52 54.06 97.20 3.87 54.68 36.16 1,535.74 Net carrying amount as at April 1, 2016 - - 1,830.42 599.63 30.81 13.48 2.38 139.67 8.92 2,625.32	2. Details of assets charged to Banks: i) First Exclusive charge over immovable assets at C-506 & 526, Pioneer Industrial Park, Patherdi, Bilaspur Chowk Manesar, Distt : Gurgaon and frst exclusive charge on plant & machinery and other movable fxed assets purchased out of the proceeds from ECB loan from Citibank N.A. ii) First Exclusive charge over immovable assets at G-20, Sipcot Industrial Park, Irungattu Kottai, Sriperumbudur, Kancheepuram Dist. Tamilnadu and frst exclusive charge on plant & machinery and other movable fxed assets purchased out of the proceeds of ECB loan from CTBC Bank. iii) Equitable mortgage of leasehold land and building, situated at Plot No.4, Sector 31, Greater Noida Industrial Development Area, U.P. and hypothecation of movable assets including plant & Machinery in favour of Yes Bank, Kotak Mahindra Bank Ltd and HDFC Bank for their working capital lenders.

Sharda Motor Industries Ltd.

Standalone Financial Statements

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(Currency : ` in Lakhs except otherwise specified)

		(Currency :`in Lakhs e	xcept otherwise sp	ecifed)
Note 5 : Capital work In progress	As At	As At	As At
	March 31, 2018	March 31, 2017	April 01, 2016
Building	-	58.47		237.59
Plant & Machinery	36.28	12.78		54.32
Electrical Fittings	-	-		93.96
	36.28	71.25		385.87
Notes:
1. On transition to Ind AS, the Company has elected	to continue with the carrying value of all of its		capital work in progress
recognised as at April 01, 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of the
capital work in progress.

Note 6 : Other Intangible assets Gross Block (At deemed cost) As at April 01, 2016 Add: Additions made during the year Less: Disposals /adjustments during the year As at March 31, 2017 Add: Additions made during the year Less: Disposals / adjustments during the year As at March 31, 2018 Amortisation and impairment As at April 01, 2016 Add: Amortisation for the year Less: On disposals / adjustments during the year As at March 31, 2017 Add: Amortisation for the year Less: On disposals / adjustments during the year As at March 31, 2018 Research & Development Gross Block (At deemed cost) Research & Development As at April 01, 2016 Add: Additions made during the year Less: Disposals /adjustments during the year As at March 31, 2017 Add: Additions made during the year Less: Disposals / adjustments during the year As at March 31, 2018 Amortisation and impairment As at April 01, 2016 Add: Amortisation for the year Less: On disposals / adjustments during the year As at March 31, 2017 Add: Amortisation for the year Less: On disposals / adjustments during the year As at March 31, 2018	Software Development 10.01 2.14 - 12.15 31.38 - 43.53 - 7.22 - 7.22 9.70 - 16.92 29.40 114.27 - 143.67 24.45 - 168.12 - 22.63 - 22.63 47.94 - 70.57	Technical Knowhow & Guidance 1,179.31 - - 1,179.31 - 0.11 1,179.20 - 441.98 - 441.98 421.49 0.11 863.36 22.54 - - 22.54 - - 22.54 - 21.48 - 21.48 1.06 - 22.54	Total
			1,189.32 2.14 -
			1,191.46 31.38 0.11
			1,222.73
			- 449.19 -
			449.19 431.19 0.11
			880.27
			51.94 114.27 -
			166.21 24.45 -
			190.66
			- 44.11 - 44.11 48.99 -
			93.10

Standalone Financial Statements

Sharda Motor Industries Ltd.

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Net book value
As at March 31, 2018	124.16	315.84	440.00
As at March 31, 2017	125.97	738.39	864.36
As at April 01, 2016	39.41	1,201.85	1,241.26

Notes:

The Company has availed the exemption available under Ind AS 101, whereas the carrying value of Intangible assets has been carried forwarded at the amount as determined under the previous GAAP. Considering the FAQ issued by the ICAI, regarding application of deemed cost, the Company has disclosed the cost as at April 01, 2016 net of accumulated depreciation. However, information regarding gross carrying amount of assets, accumulated depreciation has been disclosed by the Company separately as follows :

separately as follows :
Intangible Assets	Software Development	Technical Knowhow & Guidance	Total
Gross carrying amount as at April 1, 2016 Accumulated amortization as at April 1, 2016 Net carryingamount as at April 1, 2016	163.74 153.73 10.01	5,483.05 4,303.74 1,179.31	5,646.79 4,457.47 1,189.32
Reasearch & Development
Intangible Assets	Software Development	Technical Knowhow & Guidance	Total
Gross carrying amount as at April 1, 2016 Accumulated amortization as at April 1, 2016 Net carrying amount as at April 1, 2016	322.19 292.79 29.40	128.88 106.35 22.54	451.07 399.13 51.94
Note 7 : Investments NON-CURRENT Investments measured at cost In equity shares of Associates Quoted, fully paid up 9,000,000 (March 31, 2017: 9,000,000 and April 01, 2016: 9,000,000) Equity Shares (including 4,500,000 (March 31, 2017: 4,500,000 and April 01, 2016: 4,500,000) bonus shares) of`2/- each of Bharat Seats Ltd<br>Unquoted, fully paid up<br>490,000 (March 31, 2017: 490,000 and April 01, 2016:<br>490,000) Equity shares of`10 each of Relan Industrial Finance Ltd. In equity shares of Joint Ventures Unquoted, fully paid up 5,000 (March 31, 2017: 5,000 and April 01, 2016: 5,000) Equity shares of`10 each of Toyota Boshoku Relan<br>India Pvt. Ltd.<br>750,000 (March 31, 2017: 750,000 and April 01, 2016:<br>750,000) Equity shares of`10 each of Toyo Sharda India Pvt. Ltd. In equity shares of Other Unquoted, fully paid up 17,500 (March 31, 2017: 5700 and April 01, 2016: Nil) Equity shares of`10 each of Windage Power Company Private Limited	As At March 31, 2018 90.00 49.00 0.50 75.00 1.75	As At March 31, 2017 90.00 49.00 0.50 75.00 0.57
			As At April 01, 2016
			90.00 49.00 0.50 75.00 -

Note: The Company has availed the exemption available under Ind AS 101,whereas on the date on transition as on April 01, 2016, the carrying value of investments has been carried forwarded at the amount as determined under the previous GAAP.

Sharda Motor Industries Ltd.

Standalone Financial Statements

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Information about Associates & Joint Ventures

Information about Associates & Joint Ventures
Name of the Company, Country of Incorporation, Principal Activities	Proportion (%) of equity interest
	As At March 31, 2018	As At March 31, 2017	As At April 01, 2016
Associates
Bharat Seats Ltd, India, Manufacturing of Seating System	28.66	28.66	28.66
Relan Industrial Finance Ltd., India, Service provider of investments	47.12	47.12	47.12
joint Ventures
Toyota Boshoku Relan India Pvt. Ltd., India, Manufacturingof SeatingSystem	50.00	50.00	50.00
Toyo Sharda India Pvt. Ltd., India, Manufacturing of SeatingSystem	50.00	50.00	50.00
Investments measured at fair value through proft or loss In Trust- (Unquoted) - Total (A) 216.25 Aggregate value of unquoted investments 126.25 Aggregate value of quoted investments 90.00 Market value of quoted investments 15,444.00 CURRENT Investment measured at fair value through proft or loss Investment In Mutual Fund (Unquoted) - Nil (March 31,2017: Nil and April 01, 2016 : 4,042.97) units of UTI -Liquid Cash Plan - Institutional Growth - - Nil (March 31,2017: Nil and April 01, 2016: 21,726.73) units of Reliance Liquid Fund - Treasury Plan -Growth Option - - Nil (March 31,2017: Nil and April 01, 2016: 49,971.94) units of Reliance Liquid Fund - Cash Plan - Growth Option - - Nil (March 31,2017: Nil and April 01, 2016: 33,713.33) units of SBI Premier Liquid Fund - Regular Plan - Growth - - 6,999,407.76 (March 31,2017: 6,217,272.97 and April 01, 2016: Nil) units of Reliance Short Term Fund (Growth) 2,284.30 - 3,776,031.01 (March 31,2017: 3,776,031.01 and April 01, 2016 : Nil) units of ICICI Prudential Short Term plan Regular (Growth) 1,366.74 - Nil (March 31,2017: 1,005,112.67 and April 01, 2016 : Nil) units of BSL-Dynamic Bond Fund-Retail- Regular Growth Plan - - - 408,105.3 (March 31,2017: 408,105.3 and April 01, 2016 : Nil) units of Birla Sunlife Short Term Fund (Growth) 271.03 - Nil (March 31,2017: 6,544,040.06 and April 01, 2016 : Nil) units of SBI Short Term Debt Fund- Regular Plan- Growth - - Nil (March 31,2017: 726,030.12 and April 01, 2016 : Nil) units of SBI Magnum Balanced Fund-Reg Growth - - Nil (March 31,2017: 4,092,500.10 and April 01, 2016 : Nil) units of Kotak Bond - Short Term Plan - Regular Plan (Growth) -		- 215.07 125.07 90.00 6,430.50 - - - - 1,915.97 1,288.46 291.83 254.13 1,236.88 792.50 1,257.87	1.01
			215.51
			125.51 90.00 3,240.00 100.02 800.17 1,196.20 801.59 - - - - - - - -

Standalone Financial Statements

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Sharda Motor Industries Ltd.

- Nil (March 31,2017: 1,649,027.57 and April 01, 2016 : Nil) units of Tata Short Term Bond Fund - Regular Plan (Growth) - 223,015.17 (March 31,2017: 223,015.17 and April 01, 2016 : Nil) units of ICICI Pru Balanced Reg Plan (Growth) - 582,328.09 (March 31,2017: Nil and April 01, 2016 : Nil) unit of Reliance - Medium Term Fund (G) - 9,447,048.91 (March 31,2017: Nil and April 01, 2016 : Nil) units of Reliance Arbitrage Advantage Fund (MD) - 7,519,834.30 (March 31,2017: Nil and April 01, 2016 : Nil) units of SBI Arbitrage Opportunities Fund (D) - 7,986,431.54 (March 31,2017: Nil and April 01, 2016 : Nil) units of ICICI Prudential Equity-Arbitrage Fund - Retail Plan (D) - 3,672,422.63 (March 31,2017: Nil and April 01, 2016 : Nil) units of HDFC Arbitrage Fund - Wholesale Plan (MD) - 3,536,060.64 (March 31,2017: Nil and April 01, 2016 : Nil) units of ICICI Prudential Equity Income Fund - Regular Plan (MD) - 13,178,805.39 (March 31,2017: Nil and April 01, 2016 : Nil) units of Kotak Equity Savings Fund - Regular Plan (MD) - 2,084,463.32 (March 31,2017: Nil and April 01, 2016 : Nil) units SBI Equity Savings Fund - Regular Plan- Growth - 3,451,191.52 (March 31,2017: Nil and April 01, 2016 : Nil) units of Reliance equity Savings fund- Monthly Dividend Total (B) Total (A+B) Note 8 : Other fnancial assets (Unsecured and considered good, unless otherwise stated) Non- current Security Deposits (Refer to note 'a' below) Interest accrued Deposits with original maturity of more than 12 months (Refer to note 'b' below) Options, cross currency and interest rate swap contract not designated in hedge accounting relationships Total (A) Current Staf Advance Interest accrued on fxed deposits Interest accrued others Receivable from related parties Options, cross currency and interest rate swap contract not designated in hedge accounting relationships Receivable on sale of investment Total (B) Total (A+B)	- 278.52 212.09 999.36 1,002.36 1,089.27 399.67 393.21 1,469.09 258.50 382.94 10,407.08 10,623.33 As At March 31, 2018 279.70 - 5.00 - 284.70 25.72 125.36 0.57 8.62 - - 160.27 444.97	504.08 254.82 - - - - - - - - - 7,796.54 8,011.61 As At March 31, 2017 220.33 0.05 5.00 - 225.38 10.57 146.62 2.73 8.62 111.36 951.38 1,231.28 1,456.66	- - - - - - - - - - -
			2,897.98
			3,113.49

			As At April 01, 2016
			193.36 - 5.00 269.50
			467.86
			18.66 114.90 - 8.62 - -
			142.18
			610.04

a) Security deposits are not in the nature of loans hence classified as part of other financial assets.

b) Margin Money Deposit is pledged with Canara bank amounting to Nil (March 31, 2017: Nil; April 01, 2016: 5.00 Lakhs)

Standalone Financial Statements

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Sharda Motor Industries Ltd.

Note 9 : Non-current tax asset Advance Income Tax (Net of provision of`7,759.83 (March 31, 2017 :` 3,315.48 Lakhs, April 01, 2016:`2,886.05 Lakhs) Note 10 : Other assets (Unsecured and considered good, unless otherwise stated) Non- Current Capital Advances(refer note below) Deferred Payment Asset Prepaid Expenses Total (A) Current Balance with Government Authorities Advances to Suppliers Deferred Payment Asset Prepaid Expenses Other Receivable Total (B) Total (A+B) Note: Details of Capital commitment is as follows:	As At March 31, 2018	As At March 31, 2017	As At April 01, 2016
	50.06	86.13	379.18
	50.06	86.13	379.18
	As At March 31, 2018 870.88 1.30 - 872.18 67.03 305.86 0.72 130.99 43.51 548.11 1,420.29	As At March 31, 2017 496.28 2.03 - 498.31 341.65 68.46 0.72 213.28 1.84 625.95 1,124.26
			As At April 01, 2016
			726.04 2.75 21.88
			750.67
			475.96 131.92 0.72 196.99 212.06
			1,017.65

			1,768.32

Particulars	As At March 31, 2018	As At March 31, 2017	As At April 01, 2016
Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts, net of advance of`870.88 Lakhs (March 31, 2017:` 496.28 lakhs; April 01, 2016:`726.04 lakhs)	1,127.68	513.67	481.55
	1,127.68	513.67	481.55
Note 11: Inventories (Lower of cost or net realizable value) Raw Materials Raw Materials - In Transit Work In Progress Finished Goods Traded Goods Consumable Stores and Spares Others	As At March 31, 2018 6,242.65 328.57 1,782.28 - - 208.54 - 8,562.04	As At March 31, 2017 5,413.38 141.72 1,536.53 13.91 0.84 77.31 - 7,183.69
			As At April 01, 2016
			5,983.44 125.86 1,743.87 2.59 - 418.02 0.39
			8,274.17

Note:

The mode of valuation of inventories has been stated in note 3.8.
Inventories have been pledged to secure cash credit facilities from banks. Company is not allowed to pledge these assets as security for other borrowings.

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Sharda Motor Industries Ltd.

Standalone Financial Statements

Note 12 : Trade receivables Unsecured, Considered Good Unsecured, Considered Doubtful Less: Allowance for bad and doubtful debts	As At March 31, 2018 12,240.73 2.51 12,243.24 2.51 12,240.73	As At March 31, 2017 10,806.98 - 10,806.98 - 10,806.98	As At April 01, 2016
			10,012.73 -
			10,012.73 -
			10,012.73

a) Trade receivables have been pledged to secure cash credit facilities from banks. Company is not allowed to pledge these assets as security for other borrowings.
b) The Company’s exposure to credit and currency risk, and loss allowances related to trade receivables are disclosed in note 40. c) Trade receivables are non-interest bearing and are generally on terms of not more than 60 days.

Note 13 : Cash and cash equivalents	As At		As At		As At
	March 31,	2018	March 31,	2017	April 01, 2016
Balances with banks:
- on current account		900.28		226.97	50.97
- deposits with original maturity of less than 3 months	1,300.00			250.00	200.00
Cash on hand:
- Domestic Currency		0.45		0.80	0.82
- Foreign Currency		-		104.59	-
	2,200.73			582.36	251.79
a) Short-term deposits are made for varying periods of up to three months, depending on the immediate					cash requirements of the
Company, and earn interest at the respective short-term deposit rates.
Note 14 : Bank balances other than cash and cash	As At		As At		As At
equivalents	March 31,	2018	March 31,	2017	April 01, 2016
Balances with banks:
- Unpaid dividend account		41.96		45.63	45.91
Deposits with original maturity of more than 3 months	1,928.21		5,358.20		3,401.01
but less than 12 months
Deposits with original maturity of more than 12 months	3,200.00			-	-
	5,170.17		5,403.83		3,446.92

Note 15 : Equity Share Capital	As At		As At		As At
	March 31,	2018	March 31,	2017	April 01, 2016
Authorised Share Capital
50,000,000* (March 31, 2017: 50,000,000, April 01, 2016	5,000.00		5,000.00		5,000.00
: 50,000,000) equity shares of`10 each
Issued, subscribed and fully paid up
5,946,326* (March 31, 2017: 5,946,326, April 01, 2016 :		594.63		594.63	594.63
5,946,326) equity shares of`10 each
		594.63		594.63	594.63
a) Reconciliation of share capital:
			No. of	shares	Amount
Balance as at April 1, 2016			5,946,326		594.63
Issue/buy back during the year				-	-
Balance as at March 31, 2017			5,946,326		594.63
Issue/buy back during the year				-	-
Balance as at March 31, 2018			5,946,326		594.63

Sharda Motor Industries Ltd.

Standalone Financial Statements

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b) Terms/ rights attached to equity shares:

(i) The Company has only one class of equity shares having a par value of 10 per share. Each shareholder is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors of 6.25 per share (March 31, 2017: ` 6.25 per share) is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(ii) During the year, an interim dividend of 6.25 per share (March 31, 2017: 6.25 per share) has been recognized as distributions to equity shareholders.
*Note: Number of Shares are given in absolute numbers

c) Details of shareholders holding more than 5% shares in the Company

c) Details of shareholders holding more than 5% shares in the Company	c) Details of shareholders holding more than 5% shares in the Company
As At March 31, 2018 As At March 31, 2017 As At April 1, 2016
Name of Party No. of shares Holding % No. of shares Holding % No. of shares Holding %
N.D. Relan - 0.00% - 0.00% Sharda Relan - 0.00% - 0.00% Ajay Relan 1,914,195 32.19% 1,933,858 32.52% Rohit Relan 428,818 7.21% 428,818 7.21% Ritu Relan 742,520 12.49% 742,520 12.49% Mala Relan 520,826 8.76% 497,252 8.36% Aashim Relan 304,440 5.12% 300,900 5.06% Note: Number of Shares are given in absolute numbers Note 16 : Other Equity a) General Reserve Balance as at April 1, 2016 Movement during the year Balance as at March 31, 2017 Movement during the year Balance as at March 31, 2018	450,960 7.58% 697,520 11.73% 785,378 13.21% 428,818 7.21% 742,520 12.49% 496,260 8.35% 300,900 5.06%
	Amount
	21,025.68 - 21,025.68 -
	21,025.68

The general reserve is created from, time to time transfer of profits from retained earnings. General reserve is created by transfer from one component of equity to another and is not an item of other comprehensive income, items included in general reserve will not be reclassified subsequently to profit and loss.

b) Capital Reserve Balance as at April 1, 2016 Movement during the year Balance as at March 31, 2017 Movement during the year Balance as at March 31, 2018 c) Retained Earnings Balance as at April 1, 2016 Add:- Proft for the year Less: Dividend Paid Less: Dividend Distribution Tax Paid Less: Transfer to General Reserve Balance as at March 31, 2017 Add:- Proft for the year Less: Dividend Paid Less: Dividend Distribution Tax Paid Less: Transfer to General Reserve Balance as at March 31, 2018	0.20 - 0.20
	0.20
	2,135.11 5,675.47 743.28 151.34 6,915.96 7,861.02 743.28 151.34 -
	13,882.36

Standalone Financial Statements

Sharda Motor Industries Ltd.

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Notes:

Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
General Reserve: The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.
For the year ended March 31, 2017, a dividend of 13.50 per share (total dividend of 743.28 lakhs) was paid to holders of fully paid equity shares.
For the year ended March 31, 2018, an interim dividend of 6.25 per share (total dividend of 371.64 lakhs) was paid to holders of fully paid equity shares. The directors propose dividend of 6.25 per share be paid on fully paid equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all the holders of fully paid equity shares. The total estimated equity dividend to be paid is 371.64 lakhs

d) Other comprehensive income-Remeasurement of defined benefit obligation

Balance as at April 1, 2016 Add:- Gain/(Loss) recognised during the year Balance as at March 31, 2017 Add:- Gain/(Loss) recognised during the year Balance as at March 31, 2018 Total Other Equity: As at April 01, 2016 a) General Reserve b) Capital Reserve c) Retained Earnings d) OCI-Remeasurement of defned beneft obligation As at March 31, 2017 a) General Reserve b) Capital Reserve c) Retained Earnings d) OCI-Remeasurement of defned beneft obligation As at March 31, 2018 a) General Reserve b) Capital Reserve c) Retained Earnings d) OCI-Remeasurement of defned beneft obligation Note 17 : Borrowings As At March 31, 2018 Non current Term loans from banks (Secured) - External Commercial Borrowing [refer note A(a) below] - From Related Parties (Unsecured) - Directors (refer note A (b) below) - Total (A) - Current From banks (Secured) - Cash credit (Refer Note A (c) below) - Overdraft (Refer Note A (d) below) - From Related Parties (Unsecured) - Directors (refer note A (b) below) - Total (B) - Total (A+B) -	As At March 31, 2017 - 1,118.42 1,118.42 - 817.79 1,986.62 2,804.41 3,922.83	2.20 (6.57) (4.37) 4.24
		(0.13)
		23,163.19 21,025.68 0.20 2,135.11 2.20 27,937.47 21,025.68 0.20 6,915.96 (4.37) 34,908.13 21,025.68 0.20 13,882.38 (0.13)
		As At April 01, 2016
		1,859.46 -
		1,859.46
		2,550.21 1,500.00 4,397.54
		8,447.75
		10,307.21

Sharda Motor Industries Ltd.

Standalone Financial Statements

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A. Summary of borrowing arrangements

a) The External Commercial Borrowing consisted of two loans:
(i) First loan of US $ 20 lakhs was taken in August, 2012 and was repayable in 15 quarterly instalments of US$ 1.33 Lakhs each ( ` 86.45 Lakhs) commencing from 26.01.2014. The loan carried an interest rate of 8.45% p.a.

This loan was secured by way of first exclusive charge over immovable assets at C-506 & 526, Pioneer Industrial Park, Patherdi, Bilaspur Chowk Manesar, Distt: Gurgaon and first exclusive charge on plant & machinery and other movable fixed assets purchased out of the proceeds of the loan.

(ii) Second loan of US$ 60 lakhs was taken in January, 2014 and was repayable in six half yearly instalments. The loan carried an interest rate of 7.75% p.a.

This loan was secured by way of first exclusive charge over immovable assets at G-20, Sipcot Industrial Park, Irungattu Kottai, Sriperumbudur, Kancheepuram Dist. Tamilnadu and first exclusive charge on plant & machinery and other movable fixed assets purchased out of the proceeds of the loan. The borrower shall maintain a minimum security cover of 1.25 times during the entire tenure of the facility.

b) Unsecured loans from directors:

Unsecured term loans from directors was repayable upon call by the lender at anytime by giving an advance notice in writing of atleast one year to the borrower. The loan carried a interest rate of 8.65% - 10.60% p.a. Unsecured short term loans from directors was repayable on demand. The loan was taken on an interest rate of 8.65 % - 8.95 % p.a.

c) Cash Credit

i) The Cash Credit facility has been secured by way of charge on inventories and book debts. There is an equitable mortgage of leasehold land and building, situated at Plot No. 4, Sector 31, Greater Noida Industrial Development Area, U.P and plant & machinery and other assets.
ii) The Cash Credit carries a rate of interest in the range of 8.8% -10.60% and is repayable on demand
d) Overdraft

Overdraft is secured against Fixed Deposits with bank carrying interest rate @ 8.15% p.a.

B. There have been no breach of covenants mentioned in the loan agreements during the reporting periods.

Note 18 : Trade payables - Outstanding dues to micro and small enterprises - Outstanding dues to parties other than micro and small enterprises	As At March 31, 2018 - 18,291.78 18,291.78	As At March 31, 2017 - 16,401.75 16,401.75	As At April 01, 2016
			- 12,552.03
			12,552.03

a) Trade payables are non-interest bearing and are normally settled on 90-day terms. The Company’s exposure to currency and liquidity risk related to trade payables is disclosed in note 40.

(b) As per Schedule III of Companies Act, 2013 & notification number GSR 719 (E) dated November 16, 2007, the amount due as of March 31, 2018 to micro and small enterprises as defined in Industries (Development and Regulation) Act, 1951, is as given below :

Details of dues to Micro and Small enterprises as defined under the MSMED Act, 2006

- Principal amount due - Interest accrued and due on above (i) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along with the amounts of the payments made to the supplier beyond the appointed day during each accounting year (ii) The amount of interest due and payable for the	As At March 31, 2018 - - - Nil Nil	As At March 31, 2017 - - - Nil Nil	As At April 01, 2016
			- -
			-
			Nil Nil

(ii) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act 2006

Standalone Financial Statements

Sharda Motor Industries Ltd.

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(iii) The amount of interest accrued and remaining unpaid at the end of each accounting year (iv) The amount of further interest remaining due and	As At March 31, 2018 Nil Nil	As At March 31, 2017 Nil Nil	As At April 01, 2016
			Nil Nil

(iv) The amount of further interest remaining due and payable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act 2006

The above information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

n the basis of information available with the Company.
Note 19 : Other Financial Liabilities	As At	As At		As At
	March 31, 2018	March 31,	2017	April 01, 2016
Current
Current maturity of long term borrowing (refer note 17	-	1,974.34		1,572.11
A (a))
Interest accrued but not due on borrowings	-		46.63	101.24
Unpaid dividends (refer note (a) below)	41.96		45.63	45.91
Security deposit	37.05		41.28	41.73
Payables to capital creditors	437.28		312.98	492.02
Total (A+B)	516.29	2,420.86		2,253.01
) There are no amount due for payment to the Investor Education and Protection Fund under			Section	125(1) of the Companies
Act,2013 as at March 31, 2018, March 31, 2017 & April 1, 2016
Note 20 : Other Liabilities	As At	As At		As At
	March 31, 2018	March 31,	2017	April 01, 2016
Non- current
Deferred Revenue	218.26		235.77	200.45
Total (A)	218.26		235.77	200.45
Current
Advance from Customers	796.01		823.61	575.07
Deferred Revenue	168.66		270.49	233.13
Statutory dues	1,906.91	1,030.65		1,145.51
Others	59.91		12.27	-
Total (B)	2,931.49	2,137.02		1,953.71
Total (A+B)	3,149.75	2,372.79		2,154.16

Note 21 : Provisions	As At	As At		As At
	March 31, 2018	March 31,	2017	April 01, 2016
Non- current
Provision for employee benefts
Provision for Compensated Absences (refer note 35)	205.17		171.46	148.42
Total (A)	205.17		171.46	148.42
Current
Provision for employee benefts
Provision for Compensated Absences (refer note 35)	81.13		81.13	81.52
Provision for gratuity (refer note 35)	152.39		219.29	99.02
Total (B)	233.52		300.42	180.54
Total (A+B)	438.69		471.88	328.96

a) There are no amount due for payment to the Investor Education and Protection Fund under Section 125(1) of the Companies Act,2013 as at March 31, 2018, March 31, 2017 & April 1, 2016

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Sharda Motor Industries Ltd.

Standalone Financial Statements

Note 21.1 Contingent Liabilities (a) Claims against the Company not acknowledged as debts i) Disputed State Tax Matters ii) Disputed Excise Matters iii) Disputed Service Tax Matters iv) Disputed Income Tax Matters v) Disputed Central Excise Matters vi) Bill discounting vii) Dispute with Vendor viii)Others (b) Foreign Letter of Credit	As At March 31, 2018 69.94 12.74 50.63 84.86 440.00 102.47 10.55 33.00 3,253.15	As At March 31, 2017 65.90 12.71 8.09 164.31 440.00 186.97 10.55 13.69 1,265.00	As At April 01, 2016
			0.90 5.44 11.07 102.33 440.00 144.04 4.80 1,272.09

Notes:

(i) Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgement/decisions pending with various forums/authorities.

(ii) The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position. The Company does not expect any reimbursements in respect of the above contingent liabilities.

Note 22 : Revenue from operations Sale of Product - Finished goods - Traded Goods Sale of Service Other Operating Revenues - Sale of scrap - Design & development income Revenue from operations	For the year ended March 31, 2018 113,040.92 6,744.71 119,785.63 29.16 611.09 - 120,425.88	For the year ended March 31, 2017
		115,792.74 6,146.91
		121,939.65 2.10 552.41 44.70
		122,538.86

Note: Sale of goods includes excise duty collected from customers of 4881.31 Lakhs (March 31, 2017: 18,350.35 Lakhs ).

According to the requirement of Ind-AS, revenue for the corresponding previous year ended March 31, 2017 was reported inclusive of excise duty. The Government of India has implemented Goods and Service Tax (“GST”) from July 1, 2017 replacing Excise duty, Service Tax and various other Indirect Taxes. Accordingly, per IND AS-18, the revenue for the year ended March 31, 2018 is reported net of GST. Had the previously reported revenue shown net of excise duty, comparative income from operations of the Company would have been as follows:

have been as follows:
Particulars	For the year ended March 31, 2018	For the year ended March 31, 2017
Revenue from Operations inclusive of Excise Duty (A)	120,425.88	122,538.86
Less: Excise Duty (B)	4,881.31	18,350.35
Net Revenue from Operations (A-B)	115,544.57	104,188.51

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Sharda Motor Industries Ltd.

Standalone Financial Statements

Note 23 : Other income Interest Income - Fixed deposits with banks - Income tax refund - Finance income - Others Dividend income from Non-current investment - trade Proft on sale of current investments designated at FVTPL Proft on sale of tools & assets (net) Net Gain on Exchange fuctuation Fair value gain on investment in mutual funds designated at FVTPL Miscellaneous Income Note 24 : Cost of Raw Material Consumed Raw Material Balance at the beginning of the Year Add:- Purchases during the year Less:- Transferred to stores and spares and consumables Less:- Balances of Raw Material at the end of the Year Total Cost of Raw Material Consumption Note 25 : Purchase of Stock in Trade Purchase of Stock in Trade Note 26 : Changes in Inventories of Finished Goods, Work in Progress and Stock in trade Inventories at the beginning of the year Finished goods Work- in- progress Traded goods (A) Inventories at the end of the year Finished goods Work- in- progress Traded goods (B) (Increase) / Decrease in Inventory (A-B) Note 27 : Employee benefts expense Salaries, wages & other benefts Contribution to provident and other funds Gratuity (refer note 35) Staf welfare expenses	For the year ended March 31, 2018 381.51 7.43 0.66 8.95 258.24 346.06 352.18 146.37 193.69 85.21 1,780.30 For the year ended March 31, 2018 5,413.38 73,955.17 - 6,242.65 73,125.90 For the year ended March 31, 2018 6,060.51 6,060.51 For the year ended March 31, 2018 13.91 1,536.53 0.84 1,551.28 - 1,782.28 - 1,782.28 (231.00) For the year ended March 31, 2018 7,057.06 394.00 141.19 610.97 8,203.22	For the year ended March 31, 2017
		293.35 79.80 0.61 8.72 81.00 164.42 233.02 14.33 269.58 240.95
		1,385.78

		For the year ended March 31, 2017
		6,401.84 65,353.27 109.89 5,413.38
		66,231.84

		For the year ended March 31, 2017
		5,189.74
		5,189.74

		For the year ended March 31, 2017
		2.59 1,743.87 -
		1,746.46
		13.91 1,536.53 0.84
		1,551.28
		195.18

		For the year ended March 31, 2017
		6,251.67 346.43 110.50 574.18
		7,282.78

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Sharda Motor Industries Ltd.

Standalone Financial Statements

Note 28 : Finance cost Interest Expense Interest on delayed payment of taxes Net Exchange loss on Foreign currency borrowing to the extent considered as an adjustment to interest cost Other Borrowing Costs Note 29 : Depreciation and amortization expense Depreciation on property, plant and equipment Amortization of intangible assets Note 30 : Other expenses Consumable tools Power & fuel Hire labour charges Manufacturing expenses Rent, rates & taxes Incremental efect of excise duty on fnished goods Repair & maintenance - Repair to building - Repair to plant & equipments - Repair others Fair value losses on derivatives not designated as hedged Royalty Research & development expenses (refer details 'c' below) Travelling & conveyance Insurance Communication cost Director's sitting fee & commission Legal & professional expenses CSR expenses (refer details 'b' below) Warranty claim Property, Plant and Equipment written of Selling expenses Packing material Freight outward Auditor's remuneration (refer details 'a' below) Miscellaneous expenses Total a) Details of payment made to auditors is as follows: Payment to auditors As auditor: - Statutory audit fee - Tax audit fee In Other Capacity:* - CertifcationFees - Taxation matter - Reimbursement of Expenses	For the year ended March 31, 2018 201.50 11.50 - - 213.00 For the year ended March 31, 2018 3,897.71 480.18 4,377.89 For the year ended March 31, 2018 259.14 1,270.85 5,800.68 113.87 305.06 - 162.80 323.22 273.28 111.36 1.70 1,441.08 917.85 75.55 62.00 13.02 783.24 10.30 52.27 16.90 7.03 259.29 648.70 13.66 919.05 13,841.90 For the year ended March 31, 2018 8.50 5.00 - - 0.16 13.66	For the year ended March 31, 2017
		671.76 14.46 40.29 33.06
		759.57

		For the year ended March 31, 2017
		4,486.08 493.30
		4,979.38

		For the year ended March 31, 2017
		240.98 1,324.15 5,126.69 157.38 334.50 1.26 90.32 398.80 236.93 158.13 17.27 986.33 778.95 77.62 66.19 13.67 566.25 15.00 188.08 - 14.07 161.35 578.70 28.37 745.90
		12,306.89

		For the year ended March 31, 2017
		12.90 3.76 2.15 8.95 0.61
		28.37

Tax audit fee for the year ended March 31, 2018 has been provided for other auditor.

Standalone Financial Statements

Sharda Motor Industries Ltd.

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b) Details of Corporate Social Responsibility (CSR) expenditure is as follows:

i) Gross amount required to be spent by the Company during the year (i.e. 2% of Average Net profits u/s 198 of Companies Act, 2013 of last three years): 116.24 Lakhs (March 31, 2017: 64.54 lakhs)

ii) Amount spent during the year

|ii)|Act, 2013 of last three years):116.<br>Amount spent during the year|24 Lakhs (Marc|h 31, 20|17:6|4.54 lakhs)||
|---|---|---|---|---|---|---|
||Purpose for which|Remarks|||For the year ended|For the year ended|
||expenditure incurred||||March 31, 2018|March 31, 2017|
||-
Construction/acquisitions of||||-|-|
||any asset||||||
||-
On purpose other than (i)|Payment
to|'Sharda|CSR|
10.30|-|
||above|Foundation Trust' for incurring|||||
|||CSR Expenditure|||||
|||Cash/ cheque|payment to||
-|15.00|
|||Hindu College|||||
||Amountyet to be spent||||105.94|49.54|
||Total||||116.24|64.54|
|iii)|The Company does not carry any provisions for Corporate|||social|responsibility expenses for year ended March 31,||
||2018 and previous year ended March 31, 2017.||||||
|Research & Development Expenses|||||For the year ended|For the year ended|
||||||March 31, 2018|March 31, 2017|
|Research & Development expenses include:|||||||
|-|Purchases||||67.18|25.98|
|-|Salary, Wages and other allowance||||567.07|450.83|
|-|Travelling Expenses||||106.96|81.78|
|-|Design, Development and other expenses||||699.87|427.74|
||||||1,441.08|986.33|

c) Research & Development Expenses

d) Company’s R&D Center at Chennai which is recognized at DSIR, Govt. of India upto March 31, 2020 has incurred following expenditure from the year 2005-06 to 2017-18

Financial Year	Capital Expense	Revenue Expense
2007-08	-	189.59
2008-09	-	235.01
2009-10	28.5	127.62
2010-11	802.57	210.9
2011-12	787.84	351.17
2012-13	93.07	425.85
2013-14	2034.23	679.24
2014-15	79.63	656.03
2015-16	456.72	847.78
2016-17	217.47	986.33
2017-18	181.09	1441.08

Note 31: Exceptional Items


Note 31: Exceptional Items Pre- Operative Expenses Written Of Diminution in value of asset held for sale	For the year ended March 31, 2018 - 58.73 58.73	For the year ended March 31, 2017
		738.87 176.40
		915.27

Note:

(i) Relying on the judgment of Honourable Supreme Court of India in “Kedar Nath Yadav Vs. State of West Bengal & Ors.” the Company had written off an amount of March 31, 2018:Nil (March 31, 2017: ` 738.87) lakhs incurred in respect of setting up of Singur facility and disclosed the same under the head ‘Exceptional item’.
(ii) Diminution in value of asset of 58.73 lakhs (March 31, 2017 176.40 lakhs) has been recognized on reclassification of assets as held for sale as the fair value (estimated based on the recent market prices) is less than its carrying amount and had been disclosed the same under the head ‘Exceptional item’.

Sharda Motor Industries Ltd.

Standalone Financial Statements

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Note 32: Income Tax

The major components of income tax expense for the years ended March 31, 2018 and March 31, 2017 are as below:

32.1 Income tax recognised in profit or loss

As At March 31, 2018 Current tax a) In respect of current year 4,049.93 b) Adjustments in respect of current income tax of previous year 38.66 4,088.59 Deferred tax In respect of current year (274.89) (274.89) Income tax expense recognised in the current year 3,813.70 he income tax expense for the year can be reconciled to the accounting proft as follows: As At March 31, 2018 Proft before tax 11,674.72 Tax at the Indian Tax Rate of 34.608% (March 31, 2017: 34.608%) 4,040.39 Adjustments in respect of current income tax of previous years 38.66 Efect of expenses that are not deductible in determining taxable proft 17.57 Weighted deduction for research and development expenses (294.16) Income not considered for tax purpose (89.37) Exceptional item not considered for tax purpose 20.31 Others 80.30 Tax expenses recognised in statement of proft or loss 3,813.70	As At March 31, 2017
	2,939.79 (262.36)
	2,677.43
	(639.26)
	(639.26)
	2,038.17

	As At March 31, 2017
	7,713.64
	2,669.53 (262.36) 8.84 (420.94) (28.03) 61.05 10.08
	2,038.17

The income tax expense for the year can be reconciled to the accounting profit as follows:

The tax rate used for the current year reconciliation above is the corporate tax rate of 34.608% (March 31, 2017: 34.608%) payable by corporate entities in India on taxable profits under the Indian tax law.

32.2 Income tax recognised in other comprehensive income

32.2 Income tax recognised in other comprehensive income
Deferred tax assets / (liabilities) Arising on income and expenses recognised in other comprehensive income Remeasurement of defned beneft obligation Total tax recognised in other comprehensive income Bifurcation of the income tax recognised in other comprehensive income into : - - Items that will not be reclassifed to proft or loss - Items that may be reclassifed to proft or loss Note 33: Deferred tax balances	As At March 31, 2018 (2.24) (2.24) (2.24) - (2.24)	As At March 31, 2017
		3.48
		3.48
		3.48 -
		3.48

The following is the analysis of deferred tax assets / (liabilities) presented in the standalone balance sheet

Deferred tax assets Deferred tax liabilities Net deferred tax liabilities	As At March 31, 2018 As At March 31, 2017 100.01 309.16 881.03 1,348.23 781.02 1,039.07	As At April 01, 2016
		836.68 1,990.72
		1,154.04

Standalone Financial Statements

Sharda Motor Industries Ltd.

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	As At April 1, 2016	Recognised in Proft or loss	Recognised in OCI	Recognised in OCI	As At March 31, 2017
Deferred tax assets
Defned beneft obligation	-	-		3.48	3.48
Expenses deductible in future years	294.31	(3.27)		-	291.04
Deferred revenue	-	-		-	-
Others	-	0.04		-	0.04
MAT credit entitlement	542.37	(527.77)		-	14.60
Total deferred tax assets	836.68	(531.00)		3.48	309.16
Deferred tax liabilities
Investment in mutual funds at FVTPL	1.45	91.85		-	93.30
Fair value losses on derivatives not designated as	93.27	(54.73)		-	38.54
hedged
Borrowing at efective interest rate	16.30	(11.44)		-	4.86
Warranty claim	-	-		-	-
Property, plant and equipment and Intangible assets	1,879.70	(668.17)		-	1,211.53
Total deferred tax liabilities	1,990.72	(642.49)		-	1,348.23
Net deferred tax liabilities	1,154.04	(111.48)		(3.48)	1,039.07

	As At April 1, 2017	Recognised in Proft or loss	Recognised in OCI		As At March 31, 2018
Deferred tax assets
Defned beneft obligation	3.48	-		(2.24)	1.24
Expenses deductible in future years	291.04	(193.20)		-	97.84
Others	0.04	0.89		-	0.93
MAT credit entitlement	14.60	(14.60)		-	0.00
Total deferred tax assets	309.16	(206.91)		(2.24)	100.01
Deferred tax liabilities
Investment in mutual funds at FVTPL	93.30	47.58		-	140.88
Fair value losses on derivatives not designated as	38.54	(38.54)		-	-
hedged
Borrowing at efective interest rate	4.86	(4.86)		-	-
Property, plant and equipment and Intangible assets	1,211.53	(471.38)		-	740.15
Total deferred tax liabilities	1,348.23	(467.20)		-	881.03
Net deferred tax liabilities	1,039.07	(260.29)		2.24	781.02
ote:Deferred tax assets and deferred tax liabilities have been ofset as they are governed by the same taxation laws.
Note 34 : Earnings per share (EPS)		For the year ended		For the year ended
		March 31, 2018			March 31, 2017
Proft attributable to equity holders of the Company used in calculating basic			7,861.02		5,675.47
earnings per share and diluted earning per share(A)
Weighted average number of shares for the purpose of basic earning per		share	59.46		59.46
and diluted earning per share (numbers)(B)
Basic earnings per share (in`) - (A/B)			132.20		95.45
Diluted earnings per share (in`) - (A/B)			132.20		95.45

Note: Deferred tax assets and deferred tax liabilities have been offset as they are governed by the same taxation laws.

Sharda Motor Industries Ltd.

Standalone Financial Statements

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Note 35 : Gratuity and other post-employment benefit plans

a) Defined contribution plans

The Company makes contribution towards Employees Provident Fund, Employee’s State Insurance scheme and Employee Welfare Fund. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. The contributions are made to registered funds administered by the Government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The Company during the year recognised the following amount in the Statement of profit and loss account under Company’s contribution to defined contribution plan:

Employer's Contribution to Provident Fund/ Pension Fund Employer's Contribution to Employee State Insurance Employer's Contribution to Employee Welfare Fund Total	For the year ended March 31, 2018 333.39 59.76 0.85 394.00	For the year ended March 31, 2017
		300.04 45.41 0.98
		346.43

The contribution payable to these schemes by the Company are at the rates specified in the rules of the schemes.

b) Defined benefit plans

In accordance with Ind AS 19 “Employee benefits”, an actuarial valuation on the basis of “Projected Unit Credit Method” was carried out, through which the Company is able to determine the present value of obligations. “Projected Unit Credit Method” recognizes each period of service as giving rise to additional unit of employees benefit entitlement and measures each unit separately to built up the final obligation.

i) Gratuity scheme

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age. The employee’s gratuity fund scheme managed by Life Insurance Corporation is a defined benefit funded plan. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of services as giving rise to additional unit of employees benefit entitlement and measures each unit separately to built up the final obligation.

ii) Compensated absences

The Company operates compensated absences plan wherein every employee is entitled to the benefit equivalent to 26 days leave salary for every completed year of service subject to maximum 30 accumulations of leaves. The salary for calculation of earned leave is last drawn salary. The same is payable during the service, early retirement, withdrawal of scheme, resignation by employee and upon death of employee. Short term compensated absences are recognised in the statement of profit and loss on the basis of actual liability and long term compensated absences are recognised on the basis of actuary valuation which is an unfunded defined benefit plan.

These plans typically expose the Company to actuarial risks such as: Investment risk, interest rate risk, longevity risk and salary risk.

Investment Risk

The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Interest Risk

The plan expose the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.

Longevity Risk

The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary Risk

The present value of defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.

Standalone Financial Statements

Sharda Motor Industries Ltd.

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c) The following tables summarize the components of net benefit expense recognised in the Statement of profit and loss and the funded status and amounts recognised in the balance sheet for the defined benefit plan (viz. gratuity and compensated absences).Leave encashment include earned leaves and sick leaves. These have been provided on accrual basis, based on year end actuarial valuation.

Present value of obligation as at the beginning of the year Acquisition Adjustment Add: Interest cost Add: Current service cost Add: Past Service cost Less: Benefts paid Add: Actuarial (gain) / loss - Demographic assumptions - Financial assumptions - Experience adjustments Present value of obligation as at the end of the year	As at March 31, 2018 Gratuity Earned leave (funded) (Unfunded) 880.43 252.59 61.63 17.68 113.73 51.50 26.51 - (30.65) (25.78) - - (22.61) (3.35) 26.48 (6.34) 1,055.52 286.30	As at March 31, 2017 Gratuity Earned leave (funded) (Unfunded) 732.56 229.94 56.41 17.71 102.88 47.27 - 23.98 (24.22) (34.37) - - 25.83 27.88 (13.03) (59.82) 880.43 252.59	As at Gratuity (funded)	April 01, 2016 Earned leave (Unfunded)
	880.43 61.63 113.73 26.51 (30.65) - (22.61) 26.48	732.56 56.41 102.88 - (24.22) - 25.83 (13.03)	605.30 47.21 93.24 - (15.77) - 3.12 (0.54)	178.83 13.95 68.78 - (9.77) - 0.54 (22.39)
	1,055.52	880.43	732.56	229.94

d) Components of expenses recognised in the statement of profit or loss in respect of:

Current service cost Past service cost Interest cost Remeasurements Return on plan assets Actuarial (gain) / loss Expenses recognised in proft/loss (Refer Note Below)	As at March 31, 2018 Gratuity Earned leave (Funded) (Unfunded) 113.73 51.50 26.51 - 15.35 17.68 - (9.68) - - - - 155.59 59.50	As at March 31, 2017 Gratuity Earned leave (Funded) (Unfunded)
		102.88 47.27 - 23.98 7.62 17.71 - (31.93) - - - -
		110.50 57.03

Note : Gratuity expense of 141.19 lakhs has been recognised in Statement of Profit & Loss and 14.40 Lakhs in R&D expenditure

e) Components of expenses recognised in the other comprehensive income in respect of:

Actuarial (gains) / losses - changes in demographic assumptions - changes in fnancial assumptions - experience variance Return on plan assets, excluding amount recognised in net interest expense Component of defned beneft costs recognised in other comprehensive income	As at March 31, 2018 Gratuity Earned leave (Funded) (Unfunded) - - (22.61) (3.35) 26.48 (6.34) (10.35) - (6.48) (9.68)	As at March 31, 2017 Gratuity Earned leave (Funded) (Unfunded)
		- - 25.83 27.88 (13.03) (59.82) (2.75) -
		10.05 (31.93)

Note:

(i) The current service cost and the interest expense for the year are included in the ‘Employee benefits expense’ in the profit or loss.

(ii) The remeasurement of the net defined benefit liability is included in other comprehensive income

Sharda Motor Industries Ltd.

Standalone Financial Statements

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f) Changes in the fair value of the plan assets are as follows:

hanges in the fair value of the	plan assets are as follows:
Fair value of plan assets at the beginning Add: Investment income Add: Expected return on plan assets Add: Employer's Contribution Add: Employee's Contribution Less: Benefts paid Add: Actuarial gains / (losses) on the plan assets Fair value of plan assets at the end	As at March 31, 2018 Gratuity Earned leave (Funded) (Unfunded) 661.14 - 46.28 - 10.35 - 216.01 - - - (30.65) - - - 903.13 -	As at March 31, 2017 Gratuity Earned leave (Funded) (Unfunded) 633.53 - 48.78 - 2.75 - 0.29 - - - (24.22) - - - 661.14 -	As at April 01, 2016 Gratuity Earned leave (Funded) (Unfunded)
			478.01 - 37.28 - 5.93 - 128.08 - - - (15.77) - - -
			633.53 -

g) The principal assumptions used for the purpose of the actuarial valuations were as follows:

Economic assumptions 1 Discount rate 2 Rate of increase in compensation levels Demographic assumptions 1 Expected average remaining working lives of employees (years) 2 Retirement Age (years) 3 Mortality Rate Withdrawal Rate 1 Ages up to 30 Years 2 Ages from 30-44 3 Above 44 years	As at March 31, 2018 Gratuity Earned leave (Funded) (Unfunded) 7.50% 7.50% 10.00% 10.00% 23.78 23.78 58 58 Indian Assured Lives Mortality (2006-08) (modifed) ultimate 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%	As at March 31, 2017 Gratuity Earned leave (Funded) (Unfunded) 7.00% 7.00% 10.00% 10.00% 24.28 24.22 58 58 Indian Assured Lives Mortality (2006-08) (modifed) ultimate 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%	As at April 01, 2016 Gratuity Earned leave (Funded) (Unfunded)
			7.70% 7.70% 10.00% 10.00% 26.7 26.63 58 58 Indian Assured Lives Mortality (2006-08) (modifed) ultimate 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

h) Net (assets) / liabilities recognized in the Balance Sheet and experience adjustments on actuarial gain / (loss) for benefit obligation and plan assets.

Present value of obligation Fair value of plan assets Net (assets) / liability Classifcation into long term and short term: - Classifed as long term - Classifed as short term Total	As at March 31, 2018 Gratuity Earned leave (Funded) (Unfunded) 1,055.52 286.30 903.13 - 152.39 286.30 - 205.17 152.39 81.13 152.39 286.30	As at March 31, 2017 Gratuity Earned leave (Funded) (Unfunded) 880.43 252.59 661.14 - 219.29 252.59 - 171.46 219.29 81.13 219.29 252.59	As at April 01, 2016 Gratuity Earned leave (Funded) (Unfunded)
			732.56 229.94 633.53 -
			99.02 229.94
			- 148.42 99.02 81.52
			99.02 229.94

Standalone Financial Statements

Sharda Motor Industries Ltd.

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i) A quantitative sensitivity analysis for significant assumption is as shown below:

Significant actuarial assumption for the determination of defined obligation are discount rate, expected salary growth rate, attrition rate and mortality rate. The sensitivity analysis below have been determined based on reasonably possible changes in respective assumption occurring at the end of reporting period, while holding all other assumptions constant.

As at March 31, 2018 Gratuity Earned leave (Funded) (Unfunded) (42.40) (6.40) 46.23 6.79 43.24 6.57 (40.68) (6.32) - - - -	As at March 31, 2017 Gratuity Earned leave (Funded) (Unfunded) (36.43) (6.17) 39.79 6.55 34.68 6.31 (33.40) (6.06) - - - -	As at April 01, 2016 Gratuity Earned leave (Funded) (Unfunded)
		(29.99) (5.33) 32.74 5.66 29.59 5.48 (28.31) (5.27) - - - -

j) Maturity profile of defined benefit obligation is as follows:

As at March 31, 2018 Gratuity Earned leave (Funded) (Unfunded) 202.99 115.59 492.51 128.98 360.02 41.73	As at March 31, 2017 Gratuity Earned leave (Funded) (Unfunded) 155.71 81.13 415.75 132.04 308.97 39.42	As at April 01, 2016 Gratuity Earned leave (Funded) (Unfunded)
		134.5 81.52 344.6 115.18 253.5 33.24

k) Enterprise best estimate of contribution during next year is ` 127.85 lakhs.

Note 36 : Related party transactions

a) List of related parties:

36 : Related party transactions List of related parties:
Name of the Related Party	Relationship
a) Relan Industrial Finance Ltd. b) Bharat Seats Ltd.	Associate Companies
a) Toyo Sharda India (P) Ltd. b) Toyota Boshoku Relan India(P)Ltd.	Joint Ventures
a) Mr. Kishan N Parikh (Chairman) b) Mr.Narinder Dev Relan (Co-Chairman)(upto June 02, 2016) c) Mrs.Sharda Relan (Whole Time Director)(w.e.f. August 10, 2016) d) Mr.Ajay Relan (Managing Director) e) Mr. Bireswar Mitra (Executive Director) f) Mr. Ram Prakash Chowdhary (Director) g) Mr. Ashok Kumar Bhattacharya (Director) h) Mr. Satindar Kumar Lambah (Director) i) Mr. Pradeep Rastogi (President - Legal & CFO)(upto August 10, 2016) j) Mr. Vivek Bhatia ( CFO) (w.e.f. August 10, 2016) k) Mr. Nitin Vishnoi(CompanySecretary)	Key Managerial Personnel

Standalone Financial Statements

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Sharda Motor Industries Ltd.

Name of the Related Party

a) Mr.Rohit Relan (Son of Whole Time Director)
b) Mrs.Sharda Relan (Wife of Co-Chairman)(upto August 10, 2016)
c) Mrs.Mala Relan (Wife of Managing Director)
d) Mrs.Ritu Relan (Daughter-in-law of Whole Time Director)
e) Ms Aashita Relan (Daughter of Managing Director) f) Mr.Aashim Relan (Son of Managing Director)
g) Mr.Rishabh Relan (Grand son of Whole Time Director)
h) Mr.Pranav Relan (Grand son of Whole Time Director) i) Mr.Ayush Relan (Grand son of Whole Time Director)
a) Sharda Enterprises
b) N.D.Relan (HUF) c) Ajay Relan (HUF) d) Rohit Relan (HUF)

Relationship

Relatives of Key Managerial Personnel Enterprises over which Key Managerial Personnel are able to Exercise Significant Influence

e) Sharda Auto Solutions Pvt. Ltd.
f) A.N.I Hospitality LLP
g) Progressive Engineering & Automation Pvt. Ltd. h) Sharda CSR Foundation Trust

(Currency: ` in Lakhs except otherwise stated)

			(Currency:`i	n Lakhs except o	therwise stated)
S. No.	Nature of Transactions	Associate Companies	Enterprises over which Key Managerial Personnel are able to Exercise signifcant infuence	Key Management Personnel	Relative of Key Management Personnel
i)	Sales during the Year - Bharat Seats Ltd.	37,921.50 (36,644.77)	- (-)	- (-)	- (-)
ii)	Loans taken during the year - N.D. Relan - Ajay Relan - Sharda Relan	- (-) - (-) - (-)	- (-) - (-) - (-)	- (0.25) - (100.00) - (50.00)	- (-) - (-) - (-)
iii)	Loan repaid during the Year - N.D. Relan - Ajay Relan - Rohit Relan - Sharda Relan	- (-) - (-) - (-) - (-)	- (-) - (-) - (-) - (-)	- (25.78) 1,084.72 (1,108.33) - (-) 33.70 (40.45)	- (-) - (-) 1,986.62 (268.20) - (-)
iv)	Interest paid on loans during the Year - N.D. Relan - Ajay Relan - Rohit Relan - Sharda Relan	- (-) - (-) - (-) - (-)	- (-) - (-) - (-) - (-)	- (0.43) 71.19 (174.06) - (-) 1.30 (3.54)	- (-) - (-) 22.13 (200.24) - (-)

Standalone Financial Statements

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Sharda Motor Industries Ltd.

	Sharda Motor Industries Ltd.		Standalone	Financial	Statements
v)	Rent paid during the Year -Sharda Auto Solutions Pvt. Ltd. -Sharda Relan -Sharda Enterprises	- (-) - (-) - (-)	- (11.70) - (-) 154.77 (151.69)	- (-) - (57.45) - (-)	- (-) - (-) - (-)
vi)	Remuneration paid - N.D. Relan - Ajay Relan -Sharda Relan -B. Mitra	- (-) - (-) - (-) - (-)	- (-) - (-) - (-) - (-)	- (62.40) 506.05 (396.73) 463.60 (256.66) 21.76 (18.20)	- (-) - (-) - (-) - (-)
vii)	Salary Paid -Pradeep Rastogi -Nitin Vishnoi -Mala Relan -Vivek Bhatia -Aashim Relan	- (-) - (-) - (-) - (-) - (-)	- (-) - (-) - (-) - (-) - (-)	- (11.00) 17.89 (17.15) - (-) 100.48 (59.70) - (-)	- (-) - (-) 13.61 (13.61) - (-) 128.60 (48.93)
viii)	Reimbursements of Expenses -Bireswar Mitra -Nitin Vishnoi -Vivek Bhatia	- (-) - (-) - (-)	- (-) - (-) - (-)	4.69 (4.53) 6.88 (6.70) 7.27 (5.11)	- (-) - (-) - (-)
ix)	Dividend Paid - Ajay Relan - Nitin Vishnoi -Bireswar Mitra -Rohit Relan -Aashim Relan -Ayush Relan -Pranav Relan -Rishabh Relan	- (-) - (-) - (-) - (-) - (-) - (-) - (-) - (-)	- (-) - (-) - (-) - (-) - (-) - (-) - (-) - (-)	240.50 (241.73) 0.13 (0.13) 0.07 (0.06) - (-) - (-) - (-) - (-) - (-)	- (-) - (-) - (-) 53.60 (53.60) 37.66 (37.61) 10.78 (13.00) 13.83 (16.12) 17.50 (19.81)

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Sharda Motor Industries Ltd.

Standalone Financial Statements

	-Mala Relan -Ritu Relan -Aashita Relan -Ajay Relan(HUF) -ND Relan (HUF) -Rohit Relan (HUF) -RIFL	- (-) - (-) - (-) - (-) - (-) - (-) 0.01 (0.07)	- (-) - (-) - (-) 2.40 (2.40) 3.75 (3.75) 5.55 (5.55) - (-)	- (-) - (-) - (-) - (-) - (-) - (-) - (-)	63.39 (62.09) 92.82 (92.82) 2.06 (1.37) - (-) - (-) - (-) - (-)
x)	Sitting Fees Paid - Kishan N Parikh -Sharda Relan -Rohit Relan -Ram Prakash Chowdhary -Ashok Kumar Bhattacharya -Satinder Kumar Lambah	- (-) - (-) - (-) - (-) - (-) - (-)	- (-) - (-) - (-) - (-) - (-) - (-)	- (-) - (-) - (-) - (-) - (-) - (-)	3.60 (3.40) - (0.80) 0.80 (0.40) 2.60 (2.40) 1.60 (2.40) 4.41 (4.20)
xi)	Sale of Fixed Assets -Bharat Seats Limited	185.44 (169.27)	- (-)	- (-)	- (-)
xii)	CSR Expenditure paid -Sharda CSR Foundation Trust	- (-)	10.30 (-)	- (-)	- (-)
xiii)	Expenses paid - A.N.I Hospitality LLP -Toyota Boshoku Relan India (P) Ltd.	- (-) - (57.50)	0.73 (1.28) - (-)	- (-) - (-)	- (-) - (-)
xiv)	Advance Received from Customers -Bharat Seats Limited (Tooling Advance)	- (228.62)	- (-)	- (-)	- (-)
xv)	Purchases during the year -Toyo Sharda India (P) Ltd. -Bharat Seats Limited	545.35 (527.13) 259.39 (-)	- (-) - (-)	- (-) - (-)	- (-) - (-)
xvi)	Advance Adjusted -Bharat Seats Limited	- (219.85)	- (-)	- (-)	- (-)

Standalone Financial Statements

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Sharda Motor Industries Ltd.

	Sharda Motor Industries Ltd.		Standalone	Financial	Statements
xvii)	Dividend Received -Bharat Seats Limited	81.00 (81.00)	- (-)	- (-)	- (-)
xviii)	Net Outstanding Balance payable as on 31.03.2018 -ND Relan - Ajay Relan -B.Mitra -Pradeep Rastogi -Nitin Vishnoi -Rohit Relan -Sharda Relan -Mala Relan -Aashim Relan	- (-) (-) - (-) (-) - (-) (-) - (-) (-) - (-) (-) - (-) (-) - (-) (-) - (-) (-) - (-) (-)	- (-) (-) - (-) (-) - (-) (-) - (-) (-) - (-) (-) - (-) (-) - (-) (-) - (-) (-) - (-) (-)	- (-) (93.51) 161.16 (1,091.96) (2,153.17) - (-) (1.11) - (-) (1.58) - (-) (0.96) - (-) (-) 128.93 (33.91) (29.56) - (-) (-) - (-) (-)	- (-) (-) - (-) (-) - (-) (-) - (-) (-) - (-) (-) - (1,999.76) (2,272.87) - (-) (-) - (-) (0.61) - (-) (1.08)
xix)	Balance Receivable as on 31.03.2018 -Bharat Seats Limited	3,074.01 (3,312.76) (3,918.70)	- (-) (-)	- (-) (-)	- (-) (-)
xx)	Balance Payable as on 31.03.2018 -Toyota Boshoku Relan India (P) Ltd. -Toyo Sharda India (P) Ltd.	98.85 (98.85) (46.49) 46.05 (75.48) (43.24)	- (-) (-) - (-) (-)	- (-) (-) - (-) (-)	- (-) (-) - (-) (-)

Notes:

1) Figures in bracket represents figures of 31st March, 2017 and figures in Italics & Brackets represents figures of April 1, 2016.
2) All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions. There have been no guarantees provided or received for any related party payables/receivables. No expenses has been recognized in the current year in respect of bad or doubtful debts/advances and further no specific provision for doubtful debts/advances has been made in respect of outstanding balances.

100

Sharda Motor Industries Ltd.

Standalone Financial Statements

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Note 37: Operating Lease Arrangements

The Company has entered into operating lease arrangements for various lands and building. These arrangements are non-cancellable in nature and range between five to twenty years. Lease rental amounting to 304.34 lakhs (March 31, 2017: 275.31 lakhs) has been expensed out in Statement of Profit and Loss in note 30 as ‘Rent, Rates & Taxes’ under ‘Other expenses’. The future minimum lease commitments under non-cancellable operating leases are as under:

Particulars						As At	As At				As At		As	At
						March	31,	2018		March 31, 2017		April 1, 2016
Not Later Than 1 year								129.00			174.82			242.67
Later than 1 year but not later than 5			years					337.00			346.02			551.06
More than 5 years								237.86			355.95			393.75
Total								703.85			876.79			1,187.48
										(Currency :`in Lakhs except otherwise specifed)
Note 38: Financial and		No of			As At		No of			As At		No of		As At
Derivative Instruments		Contracts			March 31,	2018	Contracts			March	31, 2017	Contracts	April 1, 2016
Foreign currency	exposure			-		-			2		1,988.38	2		3,478.66
hedged by derivative instruments
Foreign currency exposure that				-	1,032.76				-		1,289.01	-		714.95
are not hedged by	derivative
instruments (Sell)
Foreign currency exposure that				-	1,675.42				-		1,594.09	-		1,316.52
are not hedged by	derivative
instruments (Buy)
i. Particulars of Unhedged Foreign			As		At March 31,	2018		As	At	March 31, 2017		As At April 1, 2016
Currency Exposure as	at Balance
Sheet date :
Foreign Currency Exposure not hedged			USD	15.88 lakhs		1,032.76	USD 18.17 lakhs				1,185.44	USD 10.77	lakhs	714.95
(Sell)
					-			EURO 0.75			52.26		-	-
										lakhs
					-			GBP	0.18 lakhs		14.95		-	-
					-			AED	2.06 lakhs		36.36		-	-
						1,032.76					1,289.01			714.95
Foreign Currency Exposure not hedged			USD	25.68 lakhs		1,670.05	USD 24.51 lakhs				1,589.46	USD 19.85	lakhs	1,316.52
(Buy)
				EURO 0.06		5.22		EURO 0.06			4.48		-	-
					lakhs					lakhs
			JPY		0.25 lakhs	0.15		JPY	0.25 lakhs		0.15		-	-
						1,675.42					1,594.09			1,316.52

ii. Particulars of hedged Foreign			As		At March 31,	2018		As	At	March 31, 2017		As At April 1, 2016
Currency Exposure as	at Balance
Sheet date :
- CTBC ECB Loan US$	60 lakhs				-	-	USD 28.00 lakhs				1,815.48	USD 48.00	lakhs	2,988.00
- CITI Bank ECB Loan US$ 20 lakhs					-	-		USD	2.67 lakhs		172.90	USD 8.00	lakhs	490.66
						-					1,988.38			3,478.66

Note 39 : Segment Information

In line with the provision of Ind AS 108- Operating Segments and on the basis of review of operations being done by the board of directors of the Company (which has been identified as the Chief Operating Decision Maker (CODM) who evaluates the Company’s performance, allocates resources based on the analysis of the various performance indicator of the Company as a single unit), the operations of the Company falls under manufacturing & trading of auto component parts, which is considered to be the only reportable segment.
Major Customer: Revenue from 3 customers of the Company’s manufacturing & trading business are 92,878.58 lakhs (March 31, 2017 91,395.60 lakhs) which is more than 10 percent of the Company’s total revenue. No other single customer contributed 10% or more to the Company’s revenue for both March 31, 2018 and March 31, 2017.

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Note 40 : Financial instruments - fair values and risk management

40.1 Financial instruments by category and fair values

Financial assets Non-current Investments in equity instrument Investment in others Other fnancial assets - Security deposits - Deposits with original maturity of more than 12 months - Interest accrued on fxed deposits - Options, cross currency and interest rate swap contract not designated in hedge accounting relationships Current Investments in mutual fund Trade receivables Cash and cash equivalents Bank balances other than above Other fnancial assets - Security deposits - Staff advance - Interest accrued on fxed deposits - Interest accrued on others - Receivable from related parties - Options, cross currency and interest rate swap contract not designated in hedge accounting relationships - Other receivables Total Financial liabilities Non-current Borrowings Other fnancial liabilities Current Borrowings Trade payables Other fnancial liabilities - Current maturity of long term borrowing - Interest accrued - Unpaid dividend - Security deposit - Capital creditors Total*	As at March 31, 2018 FVTPL FVOCI Amortised cost - - 1.75 - - - - - 279.70 - - 5.00 - - - - - - 10,407.08 - - - - 12,240.73 - - 2,200.73 - - 5,170.17 - - - - - 25.72 - - 125.36 - - 0.57 - - 8.62 - - - - - - 10,407.08 - 20,058.35 - - - - - - - - - - - 18,291.78 - - - - - - - - 41.96 - - 37.05 - - 437.28 - - 18,808.08	As at March 31, 2017 FVTPL FVOCI Amortised cost - - 0.57 - - - - - 220.33 - - 5.00 - - 0.05 - - - 7,796.54 - - - - 10,806.98 - - 582.36 - - 5,403.83 - - - - - 10.57 - - 146.62 - - 2.73 - - 8.62 111.36 - - - - 951.38 7,907.90 - 17,187.66 - - 1,118.42 - - - - - 2,804.41 - - 16,401.75 - - 1,974.34 - - 46.63 - - 45.63 - - 41.28 - - 312.98 - - 22,745.44	As at April 01, 2016
			FVTPL FVOCI Amortised cost
			- - - 1.01 - - - - 193.36 - - 5.00 - - - 269.50 - - 2,897.98 - - - - 10,012.73 - - 251.79 - - 3,446.92 - - - - - 18.66 - - 114.90 - - - - - 8.62 - - - - - -
			3,168.49 - 14,051.98
			- - 1,859.46 - - - - - 8,447.75 - - 12,552.03 - - 1,572.11 - - 101.24 - - 45.91 - - 41.73 - - 492.02
			- - 25,112.25

Investment value excludes investment in associates of 139 lakhs (March 31, 2017 : 139 lakhs and April 01, 2016: 139 lakhs) and investment in joint ventures of 75.50 lakhs (March 31, 2017 : 75.50 lakhs and April 01, 2016 : 75.50 lakhs), which are shown at cost in balance sheet as per Ind AS 27 : Financial Statements.

Note: The directors consider that the carrying amounts of investments in equity shares of other and in trust, which have been recognised in the financial statements, as approximate their fair values.

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Financial assets and liabilities measured at fair value - recurring fair value measurements (refer note 3.12)

Financial assets Level 1 Level 2 - Financial instruments at FVTPL: Options, cross currency and interest rate swap contract - Financial instruments at FVTPL: Investments in mutual fund Level 3 - Financial instruments at FVTPL: Investment in other Total fnancial assets	As At March 31, 2018 - - 10,407.08 - 10,407.08	As At March 31, 2017 - 111.36 7,796.54 - 7,907.90	As At April 01, 2016
			- 269.50 2,897.98 1.01
			3,168.49

40.2 Measurement of fair value

Level 1: Quoted prices in the active market. This level of hierarchy includes financial assets that are measured by reference to quoted prices in the active market.

Level 2: Valuation techniques with observable inputs. This level of hierarchy includes items measured using inputs other than quoted prices included within Level 1 that are observable for such items, either directly or indirectly. This level of hierarchy consists of options, cross currency and interest rate swap contract & investments in mutual funds.

Level 3: Valuation techniques with unobservable inputs. This level of hierarchy includes items measured using inputs that are not based on observable market data (unobservable inputs). Fair value determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instruments nor based on available market data. The main item in this category are investments in unquoted equity instruments and other investment.

There have been no transfers between Level 1 and Level 2 during the period.

The fair value of the financial assets are determined at the amount that would be received to sell an asset in an orderly transaction between market participants. The following methods and assumptions were used to estimate the fair values:

(i) Investments in mutual funds: Fair value is determined by reference to quotes, i.e. net asset value (NAV) for investments in mutual funds as declared.
(ii) Derivative contracts: The Company has entered into variety of foreign currency Options and interest rate swap contract to manage its exposure to fluctuations in foreign exchange rates and interest risk. These financial exposures are managed in accordance with the Company’s risk management policies and procedures. Fair value of derivative financial instruments are determined using valuation techniques based on information derived from observable market data.
(iii) Unquoted equity and other investments: Fair value of same has not been derived as in the opinion of directors the carrying amounts of these investments approximate their fair values.
(iv) Fair value of cash and cash equivalents, trade receivables, other current financial assets, trade payables, other current financial liabilities approximate their carrying amount, largely due to the short-term nature of these instruments.
(v) Interest rates on long-term borrowings are equivalent to the market rate of interest. Accordingly, the carrying value of such long-term debt approximates fair value.
(vi) Fair value of all other non-current financial assets have not been disclosed as the change from carrying amount is not significant, as the discount rate has not changed significantly.

Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the Company and in case of financial asset is the average market rate of similar credit rated instrument. The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

40.3 Capital management

The Company’s policy is to maintain a strong capital base so as to maintain confidence of investors, bankers, customers and vendors and to sustain future development of the business. The management monitors the return on capital and also monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total liabilities, comprising borrowings less cash and cash equivalents. Equity comprises all components of equity.

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The Company’s adjusted net debt to equity ratio was as follows:

Total liabilities Less: Cash and Cash equivalents Adjusted net debt Total equity Adjusted net debt to equity ratio	March 31, 2018 23,177.53 2,200.73 20,976.80 35,502.76 0.59	March 31, 2017 26,629.18 582.36 26,046.82 28,532.10 0.91	April 01, 2016
			28,749.41 251.79
			28,497.63 23,757.82
			1.20

40.4 Financial risk management

The Company has exposure to the following risks arising from financial instruments:

Market risk
Credit risk
Liquidity risk

Risk management framework:

The Company’s principal financial liabilities other than derivatives comprise trade and other payables, borrowings, employees related payables, interest accrued, unpaid dividend, security deposit, capital creditors and others. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations.

The Company’s principal financial assets includes Investment in mutual funds, security deposits, trade receivables, cash and cash equivalents, deposits with banks, interest accrued in deposits, receivables from related and other parties and interest accrued thereon.

The Company’s senior level management assess these risks and is supported by Treasury department that advises on the appropriate financial risk governance framework.

All derivative activities for risk management purposes are carried out in line with the policy duly approved by board of directors. The execution of the policy is done by treasury deaprtment which has appropriate skills, experience and supervision. The policy provides that the Company should hedge through prescribed instruments to cover all possible risks of foreign currency outstanding after considering the natural hedge available and customer arrangements. It also prohibits any hedging for speculative transactions.

A. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates - will affect the Company’s financial position or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimizing the return. The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the Company.

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and functional currency of the Company, i.e. INR ( ` ). The currencies in which these transactions are primarily denominated are US dollar. The Company uses options, cross currency and interest rate swap contracts to hedge its currency risk on borrowings as per the approved policy of the Company. The Company’s policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rate when necessary to address short term imbalances. However, the Company has not designated these derivatives as hedge relationship.

Exposure to currency risk:

(Amount in Lakhs except otherwise specified)

xposure to currency risk: Amount in Lakhs except otherwise specifed)
March 31, 2018	USD	EURO	GBP	AED	jPY
Foreign currency exposure not hedged (Sell)	15.88	-	-	-	-
Foreign currency exposure not hedged (Buy)	25.68	0.06	-	-	0.25
Derivative contract outstanding	-	-	-	-	-
March 31, 2017	USD	EURO	GBP	AED	jPY
Foreign currency exposure not hedged (Sell)	18.17	0.75	0.18	2.06	-
Foreign currency exposure not hedged (Buy)	24.51	0.06	-	-	0.25
Derivative contract outstanding	30.67	-	-	-	-
April 01, 2016	USD	EURO	GBP	AED	jPY
Foreign currency exposure not hedged (Sell)	10.77	-	-	-	-
Foreign currency exposure not hedged (Buy)	19.85	-	-	-	-
Derivative contract outstanding	56.00	-	-	-	-

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Sensitivity analysis:

A reasonably possible strengthening (weakening) of USD against INR ( ` ) at the end of the year, would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amount shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

	(Proft) / Loss
March 31, 2018	Strengthening	Weakening
USD (5% movement)	(31.86)	31.86
EUR (5% movement)	(0.26)	0.26
JPY (5% movement)	(0.01)	0.01
March 31, 2017
USD (5% movement)	(20.20)	20.20
EUR (5% movement)	2.39	(2.39)
GBP (5% movement)	0.75	(0.75)
JPY (5% movement)	(0.01)	0.01
AED (5% movement)	1.82	(1.82)
April 01, 2016
USD (5% movement)	(30.08)	30.08

USD: US Dollar, EUR: Euro, GBP: Great Britain Pound, JPY: Japan Yen and AED: United Arab Emirates Dirham

B. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivable from customers, foreign exchange transactions, deposits with banks and other financial instruments. The carrying amount of financial assets represent the maximum credit risk exposure.

i) Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate.

The Company primarily has the exposure from following type of customer:

- Original equipment manufacturers (OEMs)

Company has established a policy under which each new OEMs are analysed individually for creditworthiness before goods are sold to them. The Company’s review includes due diligence by analysing financial statements, industry information, promoter’s background and in some cases bank references. In case of sales, the Company has limited its credit exposure to OEMs and dealers by providing a maximum payment period up to 60 days.

The Company’s expected probability of default is nil and all major payments are received on due dates without any significant delays.

The ageing analysis of trade receivables as of the reporting date is as follows:

Particulars	Neither past due	Upto 180 days	More than 180	Total
	nor impaired		days
Trade Receivables as of April 01, 2016	-	10,012.73	-	10,012.73
Trade Receivables as of March 31, 2017	-	10,806.98	-	10,806.98
Trade Receivables as of March 31, 2018	-	12,240.73	-	12,240.73

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivables, loans and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, their geographical location, industry and existence of previous financial difficulties.

The impairment provisions for financial assets disclosed are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

However,Company need not required to provide for any risk allowance on account of trade receivable being bad and not recoverable as the amount of outstanding pertaining to trade receivables which exceeds the credit period allowed by the Company is less than 2% of the total outstanding from them.

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ii) Financial assets

The Company’s exposure to credit risk for financial assets is as follows:

Investments Security deposits Deposit with original maturity of more than 12 months Interest accrued Options, cross currency and interest rate swap contract not designated in hedge accounting relationships Staf Advance Interest accrued others Receivable from related parties Receivable on sale of investment Total	As at March 31, 2018 10,623.33 279.70 5.00 125.36 - 25.72 0.57 8.62 - 11,068.30	As at March 31, 2017 8,011.61 220.33 5.00 146.67 111.36 10.57 2.73 8.62 951.38 9,468.27	As at April 01, 2016
			3,113.49 193.36 5.00 114.90 269.50 18.66 - 8.62 -
			3,723.53

C. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities, when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s primary sources of liquidity include cash deposits,short term investments in mutual funds, borrowings, undrawn committed credit facilities and cash flow from operating activities. The Company seeks to increase income from its existing operations by maintaining quality standards for its goods and services while reducing the related costs and by controlling operating expenses.

Consequently, the Company believes its revenue, along with proceeds from financing activities will continue to provide the necessary funds to cover its short term liquidity needs. In addition, the Company projects cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. However, material changes in the factors described above may adversely affect the Company’s net cash flows.

As on March 31, 2018, Company doesn’t have any outstanding borrowings

Exposure to liquidity risk:

The following are the remaining undiscounted contractual maturities of financial liabilities including interest at the reporting date:

March 31, 2018 Non derivative fnancial liabilities Borrowings Interest accrued Capital creditors Trade payables Unpaid dividends Security deposit Derivative fnancial liabilities Options, cross currency and interest rate swap-ECB Loan	Contractual cash fow
	Carrying amount Total Less than 1 year 1-5 years More than 5 years
	- - - - - - - 437.28 437.28 437.28 - - 18,291.78 18,291.78 18,291.78 - - 41.96 41.96 41.96 - - 37.05 37.05 37.05 - -
	18,808.08 18,808.08 18,808.08 - -
	- - - - -
	- - - - -

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March 31, 2017 Non derivative fnancial liabilities Borrowings Interest accrued Capital creditors Trade payables Unpaid dividends Security deposit Derivative fnancial liabilities Options, cross currency and interest rate swap-ECB Loan April 01, 2016 Non derivative fnancial liabilities Borrowings Interest accrued Capital creditors Trade payables Unpaid dividends Security deposit Derivative fnancial liabilities Options, cross currency and interest rate swap-ECB Loan	Contractual cash fow
	Carrying amount Total Less than 1 year 1-5 years More than 5 years
	3,922.83 3,922.83 2,804.41 1,118.42 - 46.63 46.63 46.63 - - 312.98 312.98 312.98 - - 16,401.75 16,401.75 16,401.75 - - 45.63 45.63 45.63 - - 41.28 41.28 41.28 - -
	20,771.10 20,771.10 19,652.68 1,118.42 -
	1,974.34 1,974.34 1,974.34 - -
	1,974.34 1,974.34 1,974.34 - -
	Contractual cash fow
	Carrying amount Total Less than 1 year 1-5 years More than 5 years
	8,447.75 8,447.75 8,447.75 - - 101.24 101.24 101.24 - - 492.02 492.02 492.02 - - 12,552.03 12,552.03 12,552.03 - - 45.91 45.91 45.91 - - 41.73 41.73 41.73 - -
	21,680.68 21,680.68 21,680.68 - -
	3,431.57 3,431.57 1,572.11 1,859.46
	3,431.57 3,431.57 1,572.11 1,859.46 -

Note 41: First time adoption of Ind AS

As stated in note 2, the financial statements for the year ended March 31, 2018 would be the first annual financial statements prepared in accordance with Ind AS. For year up to and including the year ended March 31, 2017, the Company has prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013 and other relevant provisions of the Act (‘previous GAAP’).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ended March 31, 2018, together with the comparative period data as at and for the year ended March 31, 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at April 01, 2016, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 01, 2016 and the financial statements as at and for the year ended March 31, 2017.

Exemptions applied

The Company has prepared the opening balance sheet as per Ind AS as of April 01, 2016 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets and liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS and applying Ind AS in measurement of recognised assets and liabilities. However this principle is subject to certain exception and certain optional exemption availed by the Company. The Company has applied the following exemptions apart from mandatory exceptions in Ind AS 101:

a) Mandatory exceptions

i) Estimates

As per Ind AS 101, an entity’s estimates in accordance with Ind AS at the date of transition to Ind AS or as at the end of the comparative period presented in the entity’s first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in accordance with the I GAAP unless there is a objective evidence that those estimates were

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in error. However the estimates should be adjusted to reflect any differences in accounting policies. As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under I GAAP, those estimates should be made to reflect conditions that existed at the date of transition or at the end of comparative period, as the case may be. The Company’s estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the financial statements that were not required under the I GAAP are as follows:

Fair valuation of financial instruments carried at FVTPL.
Determination of the discounted value for financial instruments carried at amortized cost

ii) Classification and measurement of financial assets:

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable.

b) Optional exemptions

i. Property, Plant and Equipment and Intangible Assets

As permitted by Ind AS 101 - First-time Adoption of Indian Accounting Standards, the Company has elected to continue with carrying values under IGAAP for all items of Property, Plant and Equipment and intangible assets. The carrying values of property, plant and equipment and capital work in progress as aforesaid are after making adjustments relating to de-commissioning liabilities, if any.

ii. Determining whether an arrangement contains a lease

Ind AS 101 includes an optional exemption that permits an entity to apply the relevant requirements in Appendix C of Ind AS 17 for determining whether an arrangement existing at the date of transition contains a lease by considering the facts and circumstances existing at the date of transition (rather than at the inception of the arrangement). The Company has elected to avail of the above exemption.

iii. Investments in Joint Controlled Entities and Associates in separate financial statements

In accordance with Ind-AS transitional provisions, the Company opted to consider previous GAAP carrying value of investments as deemed cost on transition date for investments in Joint Ventures and Associates in separate financial statement.

c) Other Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following table represents the reconciliations from previous GAAP to Ind AS

i. Reconciliation of Total Equity as at March 31, 2017 and April 1, 2016

	Reference Note	March 31, 2017	April 1, 2016
	No.
Total Equity (shareholder's funds) as per Previous		28,216.77	23,066.66
GAAP
Adjustments:
Financial Assets Measured as FVTPL	1	277.76	4.18
Derivative measured at MTM	2	111.36	269.50
Warranty Claim	-	122.41	37.37
Deferred Revenue	10	(72.67)	-
Impact of efective interest rate adjustment on	3	14.05	47.09
borrowings
Proposed Dividend	4	-	447.31
Lease Equalisation Reserve	7	3.09	0.61
Prior Period Expense	9	-	(3.67)
Other Ind AS Adjustments	11	(0.11)	-
Deferred Tax Adjustments	12	(140.56)	(111.23)
Total Adjustments		315.33	691.16
Total Equity (shareholder's funds) as per Ind AS		28,532.10	23,757.82

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ii. Reconciliation of Total Comprehensive Income for the year ended March 31, 2017

	Reference Note	March 31, 2017
	No.
Net Proft as per Previous GAAP		5,597.42
Adjustments:
Financial Assets Measured as FVTPL	1	273.58
Derivative measured at MTM	2	(158.13)
Warranty Claim	-	85.04
Deferred Revenue	10	(72.67)
Impact of efective interest rate adjustment on borrowings	3	(33.06)
Lease Equalisation Reserve	7	2.49
Prior Period Expense	9	3.67
Remeasurement Impact of Retirement Benefts	5	10.05
Other Ind AS Adjustments	11	(0.11)
Deferred Tax Adjustments	12	(32.81)
Total Adjustments		78.05
Net Proft as per Ind AS		5,675.47
Other Comprehensive Income (net of tax)		(6.57)
Total Comprehensive Income for theperiod under Ind AS		5,668.90

iii.

Reconciliation of Statement of Cash Flow for the year ended March 31, 2017

Particulars	Previous GAAP	Effect of Transition to Ind AS	Ind AS
Net Cash fow from/(used in) operating activities	15,711.88	719.93	16,431.81
Net Cash fow from/(used in) investing activities	(7,280.86)	(1,129.16)	(8,410.02)
Net Cash fow from/(used in) fnancing activities	(8,100.75)	409.53	(7,691.22)
Net Increase/(Decrease) in cash and cash equivalents	330.27	0.30	330.57
Cash and Cash equivalents at the beginning of the period	251.79	-	251.79
Cash and Cash equivalents at the March 31, 2017	582.06	0.30	582.36

Notes to First Time Adoption:

1) Fair Value through profit & loss

Under previous GAAP, investments in long term equity instruments are shown at cost and tested for provision other than temporary diminution. As per Ind AS 109, such investments are measured at fair value through profit & loss (FVTPL) and resultant gain/ (loss) is recognised in statement of profit & loss.

2) Mark to Market on derivative instruments

Under the previous GAAP, the premium or discount arising at the inception of forward contracts are amortised as an expense in statement of profit & loss. As per Ind AS 109, such derivative contracts are marked to market at reporting date and resultant gain/ (loss) is recognised in statement of profit & loss.

3) Effective interest rate adjustment on borrowings

As per Ind AS 109 requires transaction costs incurred towards origination of borrowings to be dedcuted from the carrying amount of borrowings on initial recognition. These costs are recognised in the statement of profit & loss over the tenure of the borrowings as part of finance cost by applying the effective interest method. Under previous GAAP, these transactions were charged to statement of profit & loss on straight line basis over the period of loan.

4) Proposed Dividend

Under Previous GAAP, proposed dividends and related the dividend distribution tax are recognised as a provision in the year to which they relate, irrespective of when they are declared. Under Ind AS, dividends and related dividend distribution tax are recognised as a liability in the year in which it is approved by the shareholders in the Annual General Meeting of the Company.

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5) Retirement Benefits Actuarial gain/(loss) - Under Previous GAAP, the actuarial gain/(loss) of defined benefit plans has been recognised in Statement of Profit and Loss as an exceptional item. Under Ind AS, the remeasurement gain/(loss) on net defined benefit plans is recognised in Other Comprehensive Income net of tax.

6) Discounting of security deposits for leases

Under Previous GAAP, the security deposits for leases are accounted at an undiscounted value. Under Ind AS, the security deposits for leases have been recognised at discounted value and the difference between undiscounted and discounted value has been recognised as ‘Deferred lease rent’ which has been amortised over respective lease term as rent expense under ‘other expenses’. The discounted value of the security deposits is increased over the period of lease term by recognising the notional interest income under ‘other income’.

7) Lease Equalisation Reserve

Under Previous GAAP, lease payments are required to be recognised on a straight-line basis over the term of the lease. Under Ind AS, lease payments which are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases, are required to be recognised as an expense in line with its contractual term. Accordingly, the provision for scheduled increases on operating lease recognised under Previous GAAP has been written back under Ind AS.

8) Reclassification adjustment (Mat credit entitlement and excise duty)

MAT credit entitlement: Under previous GAAP, MAT credit entitlement was being shown separately under the head “Loans and Advances” whereas under Ind AS, the same is required to be shown under the head “Deferred tax asset”.

Excise duty: Under previous GAAP, revenue form operations was shown net of excise duty, whereas as per Ind AS excise duty paid should be presented as a separate line item under the head ‘Expenses’ on the face of the Statement of Profit and Loss.

9) Prior period expenses Under previous GAAP, prior period items was required to be disclosed separately in the financial statements. However, as per Ind AS, Company is required to adjust material prior period errors retrospectively by restating the comparative amounts for the earliest prior period presented. Further, where the amount of prior period pertains to the period before the earliest prior period presented, opening balances of the earliest period presented are to be restated.

10) Deferment of Revenue Under Ind AS, Income from services including the associated selling cost is deferred over the respective years to which they pertain. Such income is recognised on straight line basis over the warranty period and the associated service claim cost is recognised as an when incurred and no provision is recognised for warranty cost whereas under previous GAAP, provision for warranty were made and revenue against the same had been recognised in full in the year of sale. 11) Other Ind AS Adjustments Other adjustments include adjustments on various matters which have not been disclosed separately considering the materiality of the amounts involved.

12) Deferred Tax Adjustments

Retained earnings and statement of profit & loss has been adjusted consequent to the Ind AS transition adjustments with corresponding imoact to deferred tax, wherever applicable.

Note 42: In view of the management, the current assets (financial & other) have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet.

Note 43: Events occurring after balance sheet date

There are no major events which has occurred after the balance sheet date.

Note 44: Figures have been rounded off to the nearest lakhs upto two decimal place except otherwise stated.

For and on behalf of the Board of Directors of Sharda Motor Industries Limited

(Kishan N. Parikh) Chairperson DIN 00453209

(Sharda Relan) (Ajay Relan) Co-Chairperson Managing Director DIN 00252181 DIN 00257584

Place of Signature: Nashik, Maharashtra Date: May 26, 2018

(Vivek Bhatia) (Nitin Vishnoi) President & CFO Company Secretary M.No. 89846 M.No. F3632

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Annexure 10

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111

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112

Annexure 11

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Sharda Motor Industries Ltd.

Standalone Financial Statement

BALANCE SHEET AS AT MARCH 31, 2019

(Currency : ` in Lakhs except otherwise specified)

Particulars Note No	As At March 31, 2019	As At March 31, 2018
I. Assets Non-current assets (a) Property, plant and equipment 4 (b) Capital work in progress 5 (c) Intangible assets 6 (d) Financial assets (i) Investments 7 (ii) Other fnancial assets 8 (e) Non-current tax asset (net) 9 (f) Other non-current assets 10 Total non-current assets Current assets (a) Inventories 11 (b) Financial assets (i) Investments 7 (ii) Trade receivables 12 (iii) Cash and cash equivalents 13 (iv) Bank balances other than (iii) above 14 (v) Other fnancial assets 8 (c) Other current assets 10 (d) Asset held for sale 30 Total current assets Total assets II. Equity and liabilities Equity (a) Equity share capital 15 (b) Other equity 16 Total equity Liabilities Non- current liabilities (a) Provisions 20 (b) Deferred tax liabilities (net) 32 Total non- current liabilities Current liabilities (a) Financial liabilities (i) Trade payables 17 - Total outstanding dues of micro and small enterprises - Total outstanding dues of creditors other than micro and small enterprises (ii) Other fnancial liabilities 18 (b) Other current liabilities 19 (c) Provisions 20 Total current liabilities Total liabilities Total equity and liabilities Summary of Signifcant Accounting Policies 3 The accompanying notes form an integral part of these fnancial statements As per our Report of even date attached For Gupta Vigg & Co. Chartered Accountants Firm’s Registration Number 001393N (CA. Deepak Pokhriyal) (Kishan N. Parikh) Partner Chairperson Membership Number 524778 DIN 00453209 (Vivek Bhatia) Place of Signature :New Delhi President & CFO Date :May 27, 2019 M.No. 89846	19,239.26 26.84 176.14 217.25 307.04 74.57 1,833.96 21,875.06 10,310.04 8,235.82 13,211.46 7,042.48 7,070.79 188.16 511.10 19.57 46,589.41 68,464.48 594.63 43,233.95 43,828.58 524.03 595.20 1,119.23 345.24 18,771.08 1,075.19 2,859.89 465.27 23,516.67 24,635.90 68,464.48 For & on behal Sharda (Sharda Relan) Co-Chairperson DIN 00252181 (Nitin Vishnoi) Company Secretary M.No. F3632	17,472.11 36.28 440.00 216.25 284.70 50.06 872.18
		19,371.58
		8,562.04 10,407.08 12,240.73 2,200.73 5,170.17 160.27 548.11 19.58
		39,308.71
		58,680.29
		594.63 34,908.13
		35,502.76
		423.43 781.02
		1,204.45
		- 18,291.78 516.29 2,762.83 402.18
		21,973.08
		23,177.53
		58,680.29
		f of Board of Directors of Motor Industries Limited (Ajay Relan) Managing Director DIN 00257584

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Statement of profit and loss for year ended March 31, 2019

(Currency : ` in Lakhs except otherwise specified)

Particulars Note No.	For the year ended March 31, 2019 For the year ended March 31, 2018
I Revenue from operations 21 113,987.27 120,425.88 II Other income 22 2,197.71 1,780.30 III Total income (I+II) 116,184.98 122,206.18 IV Expenses (a) Cost of materials consumed 23 70,971.10 73,125.90 (b) Purchases of stock-in-trade 24 6,989.97 6,060.51 (c) Changes in inventories of fnished goods, work-in-progress and stock in trade 25 (325.78) (231.00) (d) Excise duty on sale of goods - 4,881.31 (e) Employee benefts expense 26 8,578.33 8,203.22 (f) Finance costs 27 4.59 213.00 (g) Depreciation and amortization expense 28 4,096.83 4,377.89 (h) Other expenses 29 13,240.65 13,841.90 Total expenses 103,555.68 110,472.73 V Proft before exceptional items and tax (III-IV) 12,629.30 11,733.45 VI Exceptional items 30 - 58.73 VII Proft before tax (V-VI) 12,629.30 11,674.72 VIII Tax expense: (a) Current tax 31.1 4,022.65 4,088.59 (b) Deferred tax 31.1 (179.39) (274.89) Total tax expense 3,843.26 3,813.70 IX Proft for the year (VII-VIII) 8,786.04 7,861.02 X Other comprehensive income Items that will not be reclassifed to proft or loss - Re-measurement gains/ (losses) on defned beneft plans (18.38) 6.48 - Income tax on items that will not be reclassifed to proft or loss 6.42 (2.24) Total other comprehensive income for the year, net of tax (11.96) 4.24 XI Total comprehensive income for the year, net of tax (IX+X) 8,774.08 7,865.26 XII Earnings per share: (Face value`10 per share)<br>33<br>1)<br>Basic (amount in`) 147.76 132.20 2) Diluted (amount in`) 147.76 132.20 Summary of Signifcant Accounting Policies 3 The accompanying notes form an integral part of these fnancial statements As per our Report of even date attached For Gupta Vigg & Co. For & on behalf of Board of Directors of Chartered Accountants Sharda Motor Industries Limited Firm’s Registration Number 001393N (CA. Deepak Pokhriyal) (Kishan N. Parikh) (Sharda Relan) (Ajay Relan) Partner Chairperson Co-Chairperson Managing Director Membership Number 524778 DIN 00453209 DIN 00252181 DIN 00257584 (Vivek Bhatia) (Nitin Vishnoi) Place of Signature :New Delhi President & CFO Company Secretary Date :May 27, 2019 M.No. 89846 M.No. F3632	113,987.27 120,425.88 2,197.71 1,780.30
	116,184.98 122,206.18
	70,971.10 73,125.90 6,989.97 6,060.51 (325.78) (231.00) - 4,881.31 8,578.33 8,203.22 4.59 213.00 4,096.83 4,377.89 13,240.65 13,841.90
	103,555.68 110,472.73
	12,629.30 11,733.45
	- 58.73
	12,629.30 11,674.72
	4,022.65 4,088.59 (179.39) (274.89)
	3,843.26 3,813.70
	8,786.04 7,861.02
	(18.38) 6.48 6.42 (2.24)
	(11.96) 4.24
	8,774.08 7,865.26

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STATEMENT OF CHANgES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2019

(Currency : ` in Lakhs except otherwise specified)

A. Equity Share Capital Balance as at March 31, 2017 Changes during the year Balance as at March 31, 2018 Changes during the year Balance as at March 31, 2019	Amount
	594.63 -
	594.63 -
	594.63

B. Other Equity

. Other Equity
Balance as at March 31, 2017 Proft for the year Transfer to General Reserve Other comprehensive income for the year, net of tax Total Comprehensive Income Payment of Dividend Dividend Distribution Tax Balance as at March 31, 2018 Proft for the year Transfer to General Reserve Other comprehensive income for the year, net of tax Total Comprehensive Income Payment of Dividend Dividend Distribution Tax Balance as at March 31, 2019 Summary of Signifcant Accounting Policies	Reserve & Surplus
	Capital Reserve general Reserve Retained earnings Other comprehensive income-Remeasurement of defned beneft obligation Total
	0.20 21,025.68 6,915.96 (4.37) 27,937.47 - - 7,861.02 - 7,861.02 - - - - - - - 4.24 4.24
	- - 7,861.02 4.24 7,865.27 - - (743.26) - (743.26) - - (151.34) - (151.34) 0.20 21,025.68 13,882.38 (0.13) 34,908.13 - - 8,786.04 - 8,786.04 - - - - - - - (11.96) (11.96)
	- - 8,786.04 (11.96) 8,774.09 - - (371.65) - (371.65) - - (76.61) - (76.61)
	0.20 21,025.68 22,220.17 (12.09) 43,233.95
	3

The accompanying notes form an integral part of these financial statements

As per our Report of even date attached

For Gupta Vigg & Co. Chartered Accountants Firm’s Registration Number 001393N

(CA. Deepak Pokhriyal)

Partner Membership Number 524778

Place of Signature : New Delhi

Date : May 27, 2019

(Kishan N. Parikh) Chairperson DIN 00453209

(Vivek Bhatia) President & CFO M.No. 89846

For & on behalf of Board of Directors of Sharda Motor Industries Limited

(Sharda Relan) (Ajay Relan) Co-Chairperson Managing Director DIN 00252181 DIN 00257584

(Nitin Vishnoi) Company Secretary M.No. F3632

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Cash Flow Statement for the year ended March 31, 2019

Cash Flow Statement for the year ended March 31, 2019	Cash Flow Statement for the year ended March 31, 2019
(Currency :`in Lakhs except		otherwise specifed)
Particulars	Year ended March 31, 2019	Year ended March 31, 2018
A CASH FLOW FROM OPERATINg ACTIVITIES Proft / (loss) before tax Adjustments for: Depreciation and amortization Finance cost Interest income Interest income under effective interest rate method on security deposits at amortised cost Dividend Income - Non-current investment Dividend Income - Current investment Loss / (Gain) on sale of fnancial asset measured at Fair value through proft and loss (FVTPL) Diminution in value of asset held for sale Property, plant and equipment written off Provision for doubtful debts Loss / (Gain) on sale of property, plant and equipment (net) Fair value gain on investment in mutual fund designated at FVTPL Unrealized loss/(gain) on reinstatement of foreign exchange (net) Fair value losses on derivatives not designated as hedged Operating proft / (loss) before adjustments Adjustments for: Decrease/(increase) in inventories Decrease/(increase) in trade receivables Decrease/(increase) in other fnancial assets Decrease/(increase) in other assets Increase in trade payables Increase in other liabilities Increase in other fnancial liabilities Increase/(decrease) in provisions Cash generated from operating activities Taxes (paid) / refund Net cash from operating activities - (A) B CASH FLOW FROM INVESTINg ACTIVITIES Acquisition of property, plant and equipment including capital work-in-progress Acquisition of intangible assets including intangible assets under development Proceeds from sale of property, plant and equipment Payments for purchase of investments Proceeds from sale of investments Bank deposits (made)/proceeds Dividend Income - Non-current investment Dividend Income - Current investment Interest received Net cash used in investing activities - (B) C CASH FLOW FROM FINANCINg ACTIVITIES Repayment of borrowings Finance cost paid Dividend paid (including corporate dividend tax) Net cash from fnancing activities - (C) Net increase / (decrease) in cash and cash equivalents - (A+B+C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year [refer note 13]	12,629.30 4,096.83 4.59 (459.03) (0.83) (93.75) (61.22) (352.66) - - - (263.40) (366.24) 47.88 - 15,181.47 (1,748.00) (983.64) (15.73) 37.00 789.56 97.06 (1.10) 145.32 13,501.93 (4,047.16) 9,454.77 (6,404.08) (45.40) 721.39 (20,008.08) 22,897.24 (1,900.62) 93.75 61.22 426.66 (4,157.92) - (4.59) (450.52) (455.11) 4,841.75 2,200.73 7,042.48	11,674.72 4,377.89 213.00 (365.13) (0.66) (81.00) (177.24) (346.06) 58.73 16.90 2.51 (352.18) (193.69) (16.74) 111.36
		14,922.40 (1,378.35) (1,513.76) 989.61 77.86 1,883.20 776.97 (115.59) (26.71)
		15,615.63 (4,037.92) 11,577.71
		(2,520.70) (55.82) 761.27 (16,003.93) 13,931.96 233.66 81.00 177.24 388.61
		(3,006.71)
		(5,794.70) (259.63) (898.29)
		(6,952.62)
		1,618.37 582.36
		2,200.73

Note:

i) The above cash flow statement has been prepared under the indirect method as set out in the Ind AS-7- “Statement of cash flow”

ii) Cash and cash equivalents consist of cash in hand and balances with scheduled banks in current accounts or deposits with original maturity of three months or less (refer note 13).

iii) For components of cash and cash equivalents refer note no.13

As per our Report of even date attached

For Gupta Vigg & Co. For & on behalf of Board of Directors of Chartered Accountants Sharda Motor Industries Limited Firm’s Registration Number 001393N (CA. Deepak Pokhriyal) (Kishan N. Parikh) (Sharda Relan) (Ajay Relan) Partner Chairperson Co-Chairperson Managing Director Membership Number 524778 DIN 00453209 DIN 00252181 DIN 00257584 (Vivek Bhatia) (Nitin Vishnoi) Place of Signature : New Delhi President & CFO Company Secretary Date : May 27, 2019 M.No. 89846 M.No. F3632

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Notes to financial statements for the year ended March 31, 2019

Note 1: Corporate Information

Note 2: Basis of preparation of Financial statements

2.1 Statement of Compliance:

The financial statements were authorized for issue by the Company’s Board of Directors on May 27, 2019.

2.2 Basis of preparation and presentation:

The financial statements have been prepared on the historical cost convention on accrual basis except for certain financial assets and liabilities and net defined benefits (assets)/liability which are measured at fair value and fair value of the plan assets less present value of defined benefits obligations respectively at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange of goods or services.

The principal accounting policies are set out below.

2.3 going concern:

The board of directors have considered the financial position of the Company at March, 31 2019 and the projected cash flows and financial performance of the Company for at least twelve months from the date of approval of these financial statements as well as planned cost and cash improvement actions, and believe that the plan for sustained profitability remains on course. The board of directors have taken actions to ensure that appropriate long-term cash resources are in place at the date of signing the accounts to fund the Company’s operations.

2.4 Use of estimates and judgments:

Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements:

useful life of Property, plant and equipment
useful life of Intangible assets
provisions and contingent liabilities
income taxes
lease classification and judgement regarding whether an arrangement contain a lease

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending March 31, 2019:

measurement of defined benefit obligations: key actuarial assumptions
recognition and measurement of provision for warranties, provision for litigations and contingent liabilities: key assumptions about the likelihood and magnitude of an outflow of resources
the liability for site restoration is measured on the basis of present estimated cost to decommission the asset, current inflation rate and discount rate.

2.5 Measurement of fair values:

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directors are responsible for overseeing all significant fair value measurements, including Level 3 fair values. Directors regularly reviews significant unobservable inputs and valuation adjustments.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the changes have occurred.

2.6 Operating cycle:

Note 3: Summary of Significant accounting policies

3.1 Revenue recognition and presentation:

Revenue is measured at fair value of consideration received or receivable, after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the government which are levied on sales such as goods and service tax, etc.

Revenue is recognised either at a point in time or over time, when (or as) the Company satisfies performance obligations by transferring the promised goods or services to its customers.

Sale of goods

Revenue from sale of goods is recognised when the control of goods is transferred to the buyer as per the terms of the contract, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. Control of goods refers to the ability to direct the use of and obtain substantially all of the remaining benefits from goods. The sales are accounted for net of trade discount, sales tax and sales return. Export sales are recognized at the time of the clearance of goods and approval of Goverment authorities.Sale includes revision in prices received from customers with retrospective effect.

Revenue arises mainly from the sale of manufactured and traded goods.

To determine whether to recognise revenue, the Company follows a 5-step process:

Identifying the contract with a customer
Identifying the performance obligations
Determining the transaction price
Allocating the transaction price to the performance obligations
Recognising revenue when/as performance obligation(s) are satisfied.

Rendering of Services

Revenue from services is recognised as and when the services are rendered and on the basis of contractual terms with the parties.

Dividend and Interest Income

Interest income is recorded on accrual basis using the effective interest rate (EIR) method.

3.2 Recognition of interest expense:

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3.3 Property, Plant and Equipment (PPE):

Items of PPE are measured at cost of acquisition or construction less accumulated depreciation and/or accumulated impairment loss, if any.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Capital work in progress includes cost of property, plant and equipment (including related expenditure) under installation/under development as at the balance sheet date.

An items of property, plant and equipment is derecognised upon disposal or when no future economic benifits are expected to arise from continous use of assets. Any gain or loss on disposal or retirement of an item of property, plant and equipment determined as the difference between the sale proceeds and the carrying amount of assets are recognised in profit or loss.

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

estimate made by the management.
Asset	Estimated Useful Life (Years)	Useful Life as per Companies Act, 2013 (Years)
Plant & Machinery	20	15
Electrical Fittings	15	10
Tools & Dies	10	Not Specifed

The residual value and useful life and method of depreciation of property, plant and equipment are reviewed at each financial year and adjusted prospectively, if appropriate.

Assets purchased during the year costing ` 5,000 or less are depreciated at the rate of 100%

3.4 Intangible assets:

Intangible assets comprise of computer software (which does not form an integral part of related hardware), Technical Know-How and Guidance Fee. Computer software which is acquired separately, is recognized initially at cost. Following initial recognition principle, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets under development include cost of assets under installation/under development as at the balance sheet date.

3.5 Research & Development Costs:

a) The revenue expenditure on research and development is charged as an expense in the year in which it is incurred. However, expenditure on development activities, whereby research findings are applied to a future plan or design for the production of new or substantially improved products and process and has got future benefits is capitalized. Such capitalization includes cost of materials, direct labour and an appropriate proportion of overheads that are directly attributable to preparing the assets for its intended use.
b) Capitalized development expenditure is stated at cost less accumulated depreciation and impairment losses. Depreciation on such capital assets is followed in accordance with the Company’s Policy.

3.6 Impairment of tangible and intangible assets:

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3.7 Borrowing costs:

Borrowing costs directly attributable to acquisition or construction or production of qualifing assets, which necessarily take a substantial period of time to get ready for their intended use are capitalized as a part of cost of the asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets are deducted from the borrowing costs eligible for capitalisation.

3.8 Foreign currencies:

Functional and presentational currency

Transactions and balances

3.9. Inventories:

Stock in transit is valued at lower of cost or net realizable value. Scrap is valued at estimated net realizable value.

3.10 Leases:

Determining whether arrangement contains a lease.

At inception of an arrangement, it is determined whether the arrangement is or contains a lease.

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Assets held under lease

Assets held under leases that do not transfer to the Company substantially all the risk and rewards of ownership (i.e. operating leases) are not recognised in the Company’s balance sheet.

Lease payments

Payments made under operating leases are recognised in statement of profit or loss on a straight line basis over the term of the lease unless such payment are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases. Lease incentives received are recognised as an integral part of the total lease expenses over the term of the lease. Minimum lease payments made under finance leases are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

3.11 Employee Benefits:

Short Term Employee Benefits

Post-Employment Benefits

Defined contribution plan

Defined benefit plan

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.

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Other Long Term Employee Benefits

3.12 Provisions, Contingent liabilities and contingent assets:

Litigations: Provision in respect of loss contingencies relating to claims, litigation, assessment, fines, penalties, etc. are recognised when it is probable that a liability has been incurred and the amount can be estimated reliably.

When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.

3.13 Financial instruments:

Financial asset and financial liabilities are initially measured at fair value. Transaction cost which are directly attributable to the acquisition or issue of financial instruments (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction cost directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Subsequently, financial instruments are measured according to the category in which they are classified.

(a) Financial Assets

All recognised financial assets are subsequently measured in their entirely at either amortised cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

The Company classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), 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.

A financial asset that meets the following two conditions is measured at amortised cost unless the asset is designated at fair value through profit or loss under the fair value option:

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Sharda Motor Industries Ltd.

Business model test : the objective of the Company’s business model is to hold the financial asset to collect the contractual cash flows.
Cash flow characteristic test : the contractual term of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Business model test : the financial asset is held within a business model whose objective is achieved by both collecting cash flows and selling financial assets.
Cash flow characteristic test : the contractual term of the financial asset gives rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All other financial assets are measured at fair value through profit or loss.

Investments in equity instrument at fair value through other comprehensive income (FVTOCI)

Equity investment in subsidiaries, associates and joint ventures

Financial assets at fair value through profit or loss (FVTPL)

Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment.

Impairment of financial assets

The Company assesses impairment based on expected credit losses (ECL) model to the following :

financial assets measured at amortised cost
financial assets measured at fair value through other comprehensive income

Expected credit loss are measured through a loss allowance at an amount equal to:

the twelve month expected credit losses (expected credit losses that result from those default events on the financial instruments that are possible within twelve months after the reporting date); or
full life time expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument).

Derecognition of financial assets

A financial asset is derecognised only when

The Company has transferred the rights to receive cash flows from the financial asset or
Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

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Foreign exchange gains and losses:

(b) Financial liabilities and equity instruments

Classification of debt or equity

Equity instruments

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest rate method or at fair value through profit or loss.

Trade and other payables

Trade and other payables represent liabilities for goods or services provided to the Company prior to the end of financial year which are unpaid.

Borrowings

Foreign exchange gains or losses

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired.

3.14 Derivative financial instruments:

The Company enters into foreign exchange forward contracts and certain other derivative financial instruments to manage its exposure to foreign exchange rate risks and commodity price risks.

3.15 Taxes:

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

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Deferred tax

Current and deferred tax for the year

3.16 Operating segment:

The operations of the Company falls under manufacturing & trading of auto component parts, which is considered to be the only reportable segment by the Company’s CODM.

3.17 Cash and cash equivalents:

3.18 Dividends;

Final dividends, if declared/ recmended on shares are recorded on the date of approval by the shareholders of the Company.

3.19 Assets Held for Sale;

3.20 Earnings per share (EPS):

3.21 Recent accounting pronouncements-Standards issued but not yet effective:

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

The amendment came into force from April 1, 2018. The Company evaluated the requirements of the amendment and its effect on the financial statements.

Ind AS 115- Revenue from Contract with Customers: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize

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revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors.
Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach) The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company is yet to decide the method of applicability and is evaluating the requirements of the amendment and its effect on the financial statements.

Modifications on Ind AS 102, have been issued by MCA, however the standard is not applicable to the Company.

3.22 Recent accounting pronouncement

In March 2019, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2018, notifying amendments to Ind AS 12, ‘Income taxes’, Ind AS 19, ‘Employee benefits, Ind AS 23, ‘Borrowing costs and also Ind AS 116 ‘Leases’. These amendments rules are applicable to the Company from 1 April 2019.

Ind AS 116- Leases:

On 30 March 2019, MCA has notified Ind AS 116, Leases. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under Ind AS 17. The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.

Lessor accounting under Ind AS 116 is substantially unchanged from today’s accounting under Ind AS 17. Lessors will continue to classify all leases using the same classification principle as in Ind AS 17 and distinguish between two types of leases: operating and finance leases.

The standard permits two possible methods of transition:

Full retrospective – Retrospectively to each prior period presented applying Ind AS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
Modified retrospective – Retrospectively, with the cumulative effect of initially applying the Standard recognized at the date of initial application.

Under modified retrospective approach, the lessee records the lease liability as the present value of the remaining lease payments, discounted at the incremental borrowing rate and the right of use asset either as:

Its carrying amount as if the standard had been applied since the commencement date, but discounted at lessee’s incremental borrowing rate at the date of initial application or
An amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments related to that lease recognized under Ind AS 17 immediately before the date of initial application

Ind AS 116, which is effective for annual periods beginning on or after 01 April 2019, requires lessees and lessors to make more extensive disclosures than under Ind AS 17. The Company is evaluating the requirements of this new standard on its financial statements.

Appendix C to Ind AS 12, Uncertainty over income tax treatment :

The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of Ind AS 12 and does not apply to taxes or levies outside the scope of Ind AS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following :

Whether an entity considers uncertain tax treatments separately

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The assumptions an entity makes about the examination of tax treatments by taxation authorities
How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates
How an entity considers changes in facts and circumstances

An entity has to determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be followed.

The standard permits two possible methods of transition:

Full retrospective approach – Under this approach, Appendix C will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, without using hindsight and
Retrospectively with cumulative effect of initially applying Appendix C recognized by adjusting equity on initial application, without adjusting comparatives.

The interpretation is effective for annual reporting periods beginning on or after 01 April 2019. The Company is evaluating the impact of this amendment on its financial statements.

Amendments to Ind AS 19, Plan amendment, curtailment or settlement :

The amendments to Ind AS 19 address the accounting when a plan amendment, curtailment or settlement occurs during a reporting period. The amendments specify that when a plan amendment, curtailment or settlement occurs during the annual reporting period, an entity is required to :

Determine current service cost for the remainder of the period after the plan amendment, curtailment or settlement, using the actuarial assumptions used to remeasure the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event.
Determine net interest for the remainder of the period after the plan amendment, curtailment or settlement using: the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event; and the discount rate used to remeasure that net defined benefit liability (asset).

The amendments also clarify that an entity first determines any past service cost, or a gain or loss on settlement, without considering the effect of the asset ceiling. This amount is recognised in profit or loss. An entity then determines the effect of the asset ceiling after the plan amendment, curtailment or settlement. Any change in that effect, excluding amounts included in the net interest, is recognised in other comprehensive income.

The amendments apply to plan amendments, curtailments, or settlements occurring on or after the beginning of the first annual reporting period that begins on or after 01 April 2019, with early application permitted. These amendments will apply only to any future plan amendments, curtailments, or settlements of the Company. The Company does not expect any impact on its financial statements of such amendment.

Amendments to Ind 23 Borrowing costs:

The amendments clarify that an entity treats as part of general borrowings any borrowing originally made to develop a qualifying asset when substantially all of the activities necessary to prepare that asset for its intended use or sale are complete.

An entity applies those amendments to borrowing costs incurred on or after the beginning of the annual reporting period in which the entity first applies those amendments. An entity applies those amendments for annual reporting periods beginning on or after 01 April 2019, with early application permitted. The Company is evaluating the impact of this amendment on its financial statements.

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Sharda Motor Industries Ltd.

(Currency :`in Lakhs except otherwise specifed)	Particulars Freehold land Leasehold land Plant & Machinery Building Offce Equipment Computers Furniture and Fixtures Electric Fittings Vehicles Total	Gross carrying amount As at March 31, 2017 1,403.31 642.22 12,309.75 4,961.92 208.40 75.43 80.36 1,037.12 410.38 21,128.89 Add: Additions made during the year - - 1,930.41 27.32 34.52 66.58 14.61 33.81 46.66 2,153.91 Less: Disposals / adjustments during the year - - 684.62 - 5.69 6.69 1.85 8.12 18.09 725.06 As at March 31, 2018 1,403.31 642.22 13,555.54 4,989.24 237.23 135.32 93.12 1,062.81 438.95 22,557.74 Add: Additions made during the year - - 5,249.83 4.56 10.82 25.42 4.44 3.84 398.03 5,696.94 Less: Disposals / adjustments during the year - - 711.05 - 0.52 0.19 0.01 0.72 66.70 779.19 As at March 31, 2019 1,403.31 642.22 18,094.32 4,993.80 247.53 160.55 97.55 1,065.93 770.28 27,475.49 Depreciation and impairment As at March 31, 2017 - 8.67 2,943.24 495.72 59.09 25.11 23.83 195.44 77.67 3,828.77 Add: Depreciation charge for the year - 8.67 2,642.12 445.65 49.99 48.35 18.34 164.71 98.54 3,476.37 Less: On disposals / adjustments during the year - - 216.90 - 3.29 1.62 0.73 7.04 3.58 233.16 As at March 31, 2018 - 17.34 5,368.46 941.37 105.79 71.84 41.44 353.11 172.63 7,071.98 Add: Depreciation charge for the year - 8.67 2,613.06 403.07 36.98 39.32 14.13 132.02 153.70 3,400.95 Less: On disposals / adjustments during the year - - 279.23 - 0.52 0.19 - 0.72 36.31 316.97 As at March 31, 2019 - 26.01 7,702.29 1,344.44 142.25 110.97 55.57 484.41 290.02 10,155.96 Research & Development	Freehold land Leasehold land Plant & Machinery Building Offce Equipment Computers Furniture and Fixtures Electric Fittings Vehicles Total	Gross carrying amount As at March 31, 2017 - - 1,922.41 599.63 31.51 23.58 2.80 139.67 8.92 2,728.52 Add: Additions made during the year - - 131.45 - 2.85 6.50 6.76 - 9.08 156.64 Less: Disposals / adjustments during the year - - - - - - - - - - As at March 31, 2018 - - 2,053.86 599.63 34.36 30.08 9.56 139.67 18.00 2,885.16 Add: Additions made during the year - - 294.42 - 0.73 14.17 0.00 - 10.66 319.98 Less: Disposals / adjustments during the year - - - - - - - - - - As at March 31, 2019 - - 2,348.28 599.63 35.09 44.25 9.56 139.67 28.66 3,205.14

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As at March 31, 2017 - - 404.34 28.65 10.16 5.37 0.68 25.31 2.97 477.48	Add: Depreciation charge for the year - - 348.71 27.28 7.79 12.33 1.94 20.73 2.55 421.33	Less: On disposals / adjustments during the year - - - - - - - - - -	As at March 31, 2018 - - 753.05 55.93 17.95 17.70 2.62 46.04 5.52 898.81	Add: Depreciation charge for the year - - 325.19 25.98 5.23 5.99 1.79 16.97 5.46 386.61	Less: On disposals / adjustments during the year - - - - - - - - - -	As at March 31, 2019 - - 1,078.24 81.91 23.18 23.69 4.41 63.01 10.98 1,285.42	Net carrying amount	As at March 31, 2019 1,403.31 616.21 11,662.07 4,167.08 117.19 70.14 47.14 658.18 497.95 19,239.26	As at March 31, 2018 1,403.31 624.88 9,487.89 4,591.57 147.85 75.86 58.62 803.33 278.80 17,472.11	Notes:	1. Details of assets charged to Banks: :	i) Equitable mortgage of leasehold land and building, situated at Plot No.4, Sector 31, Greater Noida Industrial Development Area, U.P. and hypothecation of movable assets including	plant & Machinery in favour of Yes Bank, Kotak Mahindra Bank Ltd and HDFC Bank for their working capital lenders.

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Sharda Motor Industries Ltd.

Standalone Financial Statements

(Currency : ` in Lakhs except otherwise specified)

	As At March 31, 2019 26.84 26.84	As At March 31, 2018
		36.28
		36.28

Computer Software	Technical Knowhow & guidance	Total
12.15 31.38 -	1,179.31 - 0.11	1,191.46 31.38 0.11
43.53 45.41 -	1,179.20 - -	1,222.73 45.41 -
88.94	1,179.20	1,268.14
7.22 9.70 -	441.98 421.49 -	449.20 431.19 -
16.92 19.29 -	863.36 238.08 -	880.28 257.37 -
36.21	1,101.44	1,137.65

Computer Software	Technical Knowhow & guidance	Total
143.67 24.45 -	22.54 - -	166.21 24.45 -
168.12 - -	22.54 - -	190.66 - -
168.12	22.54	190.66
22.63 47.94 -	21.48 1.06 -	44.11 49.00 -
70.57 51.90 -	22.54 - -	93.11 51.90 -
122.47	22.54	145.01
98.38 124.16	77.76 315.84	176.14 440.00

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Note 7 : Investments NON-CURRENT Investments measured at cost In equity shares of Associates Quoted, fully paid up 9,000,000 (March 31, 2018: 9,000,000) Equity Shares of`2/- each of Bharat<br>Seats Ltd. { including 4,500,000 Bonus Shares (March 31, 2018: 4,500,000) }<br>In equity shares of Associates<br>Unquoted, fully paid up<br>490,000 (March 31, 2018: 490,000) Equity shares of`10 each of Relan Industrial Finance Ltd. In equity shares of Joint Ventures Unquoted, fully paid up 5,000 (March 31, 2018: 5,000) Equity shares of`10 each of Toyota Boshoku<br>Relan India Pvt. Ltd.<br>750,000 (March 31, 2018: 750,000) Equity shares of`10 each of Toyo Sharda India Pvt. Ltd. In equity shares of Wholly owned Subsidiary Unquoted, fully paid up 10,000 (March 31, 2018 : Nil ) Equity shares of`10 each of NDR Auto<br>Components Ltd<br>* During the current year the company has incorporated wholly owned subsidiary<br>company viz NDR Auto Components Ltd. on March 19, 2019. The investment in<br>the company are held in its own name except six equity shares which are held in<br>the name of its nominees.<br>In equity shares of Other<br>Unquoted, fully paid up<br>17,500 (March 31, 2018: 17,500) Equity shares of`10 each of Windage Power Company Private Limited Information about Subsidiary, Associates & Joint Ventures*	As At March 31, 2019	As At March 31, 2018
	90.00 90.00 49.00 49.00 0.50 75.00 75.50 1.00 1.00 1.75 1.75	90.00
		90.00
		49.00
		49.00
		0.50 75.00
		75.50
		-
		-
		1.75
		1.75

Name of the Company, Country of Incorporation, Principal Activities	Proportion (%) of equity interest
Associates Bharat Seats Ltd, India, Manufacturing of Seating System Relan Industrial Finance Ltd., India, Service provider of investments joint Ventures Toyota Boshoku Relan India Pvt. Ltd., India, Manufacturing of Seating System Toyo Sharda India Pvt. Ltd., India, Manufacturing of Seating System Wholly owned Subsidiary NDR Auto Components Ltd., India, Manufacturing of Seating System Total (A)*	As At March 31, 2019	As At March 31, 2018
	28.66 47.12 50.00 50.00 100.00 217.25	28.66 47.12 50.00 50.00 NIL
		216.25

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CURRENT

Investment measured at fair value through profit or loss

Investment In Mutual Fund & Tax Free Bond (Quoted)

- Nil ( March 31,2018: 9,447,048.91) units of Reliance Arbitrage Advantage Fund (MD) - Nil ( March 31,2018: 7,519,834.30) units of SBI Arbitrage Opportunities Fund (D) - Nil ( March 31,2018: 7,986,431.54) units of ICICI Prudential Equity-Arbitrage Fund - Retail Plan (D) - Nil ( March 31,2018: 3,672,422.63 ) units of HDFC Arbitrage Fund - Wholesale Plan (MD) - Nil (March 31,2018: 3,536,060.64) units of ICICI Prudential Equity Income Fund - Regular Plan (MD) - Nil ( March 31,2018: 13,178,805.39) units of Kotak Equity Savings Fund - Regular Plan (MD) - Nil ( March 31,2018: 3,451,191.52) units of Reliance equity Savings fund- Monthly Dividend - 6,999,407.76 ( March 31,2018: 6,999,407.76) units of Reliance Short Term Fund (Growth) - 3,776,031.01 ( March 31,2018: 3,776,031.01) units of ICICI Prudential Short Term plan Regular (Growth) - 408,105.3 ( March 31,2018: 408,105.3) units of Aditya Birla Sunlife Short Term Fund (Growth) - 223,015.17 ( March 31,2018: 223,015.17 ) units of ICICI Prudential equity & debt fund (Growth) - 582,328.09 ( March 31,2018: 582,328.09) unit of Reliance prime debt Fund (Growth) - 3980758.54 ( March 31,2018: 2084463.32) units SBI Equity Savings Fund - Regular Plan-Growth - 54,519.21 ( March 31,2018: Nil) units ICICI Prodential Money Market Fund - Growth - 41199.265 ( March 31,2018: Nil) units SBI Premier Liquid Fund - 50 ( March 31,2018: Nil) units NHAI 2030 - Tax free Bond - 50000 ( March 31,2018: Nil) units REC 2022 - Tax free Bond - 50000 ( March 31,2018: Nil) units IRFC 2022 - Tax free Bond Total (B) Total (A+B) Aggregate value of unquoted investments Aggregate value of quoted investments Market value of quoted investments Aggregate value of impairment in the value of investment Note 8 : Other fnancial assets (Unsecured and considered good, unless otherwise stated) Non- current Security deposits (Refer to note 'a' below) Deposits with original maturity of more than 12 months and remaining maturity of more than 12 months (Refer to note 'b' below) Total (A)	- - - - - - - 2,430.21 1,458.33 292.39 299.82 227.80 202.17 462.89 1,200.00 572.22 550.00 539.99 8,235.82 8,453.07 127.25 7,390.00 16,443.82 - As At March 31, 2019 302.04 5.00 307.04	999.36 1,002.36 1,089.27 399.67 393.21 1,469.09 382.94 2,284.30 1,366.74 271.03 278.52 212.09 258.50 - - - - -
		10,407.08
		10,623.33
		126.25 10,090.00 25,851.08 -
		As At March 31, 2018
		279.70 5.00
		284.70

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Note 8 : Other fnancial assets (Unsecured and considered good, unless otherwise stated) As At March 31, 2019 As At March 31, 2018 Current Staff Advance 21.24 25.72 Interest accrued on fxed deposits 153.34 125.36 Interest accrued others 4.96 0.57 Receivable from related parties 8.62 8.62 (Refer to note 'c' below) Total (B) 188.16 160.27 Total (A+B) 495.20 444.97 a) Security deposits are not in the nature of loans hence classifed as part of other fnancial assets. b) Margin Money Deposit is pledged with Canara bank amounting to`5 Lakhs (March 31, 2018:`5.00 Lakhs). c) For detailed related party disclosures, refer note no. 35. Note 9 : Non-current tax asset As At March 31, 2019 As At March 31, 2018 Advance Income Tax 74.57 50.06 (Net of provision of`10,351.66 (March 31, 2018 :`7,759.83 Lakhs) 74.57 50.06 Note 10 : Other assets (Unsecured and considered good, unless otherwise stated) As At March 31, 2019 As At March 31, 2018 Non- Current Capital Advances(refer note below) 1,833.96 870.88 Deferred Payment Asset - 1.30 Total (A) 1,833.96 872.18 Current Balance with Statutory Authorities 51.41 67.03 Advances to Suppliers 280.13 305.86 Deferred Payment Asset - 0.72 Prepaid Expenses 169.49 130.99 Other Receivable (refer to note below) 10.07 43.51 Deferred asset - Total (B) 511.10 548.11 Total (A+B) 2,345.06 1,420.29 Other receivable includes duty drawback receivable, staff imprest account etc. Note: Details of Capital commitment is as follows: Particulars As At March 31, 2019 As At March 31, 2018 Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts, net of capital advance. 2,345.30 1,127.68 2,345.30 1,127.68 Note 11: Inventories (Valued at lower of cost or net realizable value) As At March 31, 2019 As At March 31, 2018 Raw Materials 7,659.54 6,242.65 Raw Materials - In Transit 289.49 328.57 Work In Progress 2,108.06 1,782.28 Consumable Stores and Spares 252.95 208.54 10,310.04 8,562.04	As At March 31, 2018
	25.72 125.36 0.57 8.62
	160.27
	444.97
	As At March 31, 2018
	50.06
	50.06

	As At March 31, 2018
	870.88 1.30
	872.18
	67.03 305.86 0.72 130.99 43.51 -
	548.11
	1,420.29

Particulars	As At March 31, 2018
Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts, net of capital advance.	1,127.68
	1,127.68
Note 11: Inventories (Valued at lower of cost or net realizable value) Raw Materials Raw Materials - In Transit Work In Progress Consumable Stores and Spares
	As At March 31, 2018
	6,242.65 328.57 1,782.28 208.54
	8,562.04

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Note:

The mode of valuation of inventories has been stated in note 3.9.
Inventories have been pledged to secure cash credit facilities from banks. Company is not allowed to pledge these assets as security for other borrowings.

Note 12 : Trade receivables Unsecured, Considered Good Unsecured, Considered credit impaired Less: Impairment allowance (allowance for bad and doubtful debts) Considered credit impaired	As At March 31, 2019 13,211.46 2.51 13,213.97 2.51 13,211.46	As At March 31, 2018
		12,240.73 2.51
		12,243.24 2.51
		12,240.73

a) Trade receivables have been pledged to secure cash credit facilities from banks. Company is not allowed to pledge these assets as security for other borrowings.

b) Trade receivables are non-interest bearing and are generally on terms of not more than 60 days.

Note 13 : Cash and cash equivalents Balances with banks: - on current account - deposits with original maturity of less than 3 months Cash in hand:	As At March 31, 2019 6,042.32 1,000.00 0.16 7,042.48	As At March 31, 2018
		900.28 1,300.00 0.45
		2,200.73

a) Short-term deposits are made for varying periods of up to three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

Note 14 : Bank balances other than cash and cash equivalents As At March 31, 2019 As At March 31, 2018 Balances with banks: - Unclaimed dividend account 39.70 41.96 Deposits with original maturity of more than 3 months but less than 12 months 4,031.09 1,928.21 Deposits with original maturity of more than 12 months but remaining maturity 3,000.00 3,200.00 less than 12 months 7,070.79 5,170.17 Note 15 : Equity Share Capital As At March 31, 2019 As At March 31, 2018 Authorised Share Capital 50,000,000 (March 31, 2018:50,000,000) equity shares of`10 each<br>5000.00<br>5000.00<br>Issued, subscribed and fully paid up<br>5,946,326* (March 31, 2018: 5,946,326) equity shares of`10 each 594.63 594.63 594.63 594.63 a) Reconciliation of share capital: As At March 31, 2019 As At March 31, 2018 No. of shares Amount No. of shares Amount Balance as at March 31, 2017 5,946,326 594.63 5,946,326 594.63 Issue/buy back during the year - - - - Balance as at March 31, 2018 5,946,326 594.63 5,946,326 594.63 Issue/buy back during the year - - - - Balance as at March 31, 2019 5,946,326 594.63 5,946,326 594.63*	Note 14 : Bank balances other than cash and cash equivalents As At March 31, 2019 As At March 31, 2018 Balances with banks: - Unclaimed dividend account 39.70 41.96 Deposits with original maturity of more than 3 months but less than 12 months 4,031.09 1,928.21 Deposits with original maturity of more than 12 months but remaining maturity 3,000.00 3,200.00 less than 12 months 7,070.79 5,170.17 Note 15 : Equity Share Capital As At March 31, 2019 As At March 31, 2018 Authorised Share Capital 50,000,000 (March 31, 2018:50,000,000) equity shares of`10 each<br>5000.00<br>5000.00<br>Issued, subscribed and fully paid up<br>5,946,326* (March 31, 2018: 5,946,326) equity shares of`10 each 594.63 594.63 594.63 594.63 a) Reconciliation of share capital: As At March 31, 2019 As At March 31, 2018 No. of shares Amount No. of shares Amount Balance as at March 31, 2017 5,946,326 594.63 5,946,326 594.63 Issue/buy back during the year - - - - Balance as at March 31, 2018 5,946,326 594.63 5,946,326 594.63 Issue/buy back during the year - - - - Balance as at March 31, 2019 5,946,326 594.63 5,946,326 594.63*	As At March 31, 2018
		41.96 1,928.21 3,200.00
		5,170.17

		As At March 31, 2018
		5000.00 594.63
		594.63

		As At March 31, 2018
	No. of shares Amount
	5,946,326 594.63 - -
	5,946,326 594.63 - -
	5,946,326 594.63

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b) Terms/ rights attached to equity shares:

(i) The Company has only one class of equity shares having a par value of 10 per share. Each shareholder is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. No dividend was proposed by the Board of Directors during the year (March 31, 2018: 6.25 per share). In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(ii) During the year, no interim dividend (March 31, 2018: ` 6.25 per share) has been recognized as distributions to equity shareholders.
*Note: Number of Shares are given in absolute numbers

c) Details of shareholders holding more than 5% shares in the Company

Name of Party Ajay Relan Rohit Relan Ritu Relan Mala Relan Aashim Relan Note: Number of Shares are given in absolute numbers Note 16 : Other Equity a) General Reserve Balance as at March 31, 2017 Movement during the year Balance as at March 31, 2018 Movement during the year Balance as at March 31, 2019	As At March 31, 2019 No. of shares Holding % 1,927,219 32.41% 428,818 7.21% 742,520 12.49% 520,826 8.76% 304,440 5.12%	As At March 31, 2018	As At March 31, 2018
		No. of shares Holding %
		1,914,195 32.19% 428,818 7.21% 742,520 12.49% 520,826 8.76% 304,440 5.12% Amount 21,025.68 - 21,025.68 - 21,025.68
			Amount
			21,025.68 - 21,025.68 -
			21,025.68

b) Capital Reserve

Balance as at March 31, 2017 Movement during the year Balance as at March 31, 2018 Movement during the year Balance as at March 31, 2019 c) Retained Earnings Balance as at March 31, 2017 Add:- Proft for the year Less: Dividend Paid Less: Dividend Distribution Tax Paid Less: Transfer to General Reserve Balance as at March 31, 2018 Add:- Proft for the year Less: Dividend Paid Less: Dividend Distribution Tax Paid Less: Transfer to General Reserve Balance as at March 31, 2019	0.20 - 0.20 -
	0.20
	6,915.96 7,861.02 743.27 151.33 - 13,882.38 8,786.04 371.65 76.61 -
	22,220.16

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Notes:

Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
General Reserve: The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.
For the year ended March 31, 2018, a dividend of 12.50 per share (total dividend of 743.27 Lakhs) was paid to holders of fully paid equity shares.
For the year ended March 31, 2019, no interim dividend (March 31, 2018, 371.63 Lakhs ) was paid to holders of fully paid equity shares. No final dividend was proposed by the Board of Directors during the year (March 31, 2018: 6.25 per share).

d) Other comprehensive income-Remeasurement of defined benefit obligation

Balance as at March 31, 2017 Add:- Gain/(Loss) recognised during the year Balance as at March 31, 2018 Add:- Gain/(Loss) recognised during the year Balance as at March 31, 2019 Total Other Equity: As at March 31, 2018 a) General Reserve b) Capital Reserve c) Retained Earnings d) OCI-Remeasurement of defned beneft obligation As at March 31, 2019 a) General Reserve b) Capital Reserve c) Retained Earnings d) OCI-Remeasurement of defned beneft obligation Note 17 : Trade payables - Outstanding dues of micro and small enterprises - Outstanding dues of creditors other than micro and small enterprises	As At March 31, 2019 345.24 18,771.08 19,116.32	(4.37) 4.24 (0.13) (11.96)
		(12.09)
		34,908.13 21,025.68 0.20 13,882.38 (0.13) 43,233.95 21,025.68 0.20 22,220.16 (12.09)
		As At March 31, 2018
		- 18,291.78
		18,291.78

a) Trade payables are non-interest bearing and are normally settled on 90-day terms. The Company’s exposure to currency and liquidity risk related to trade payables is disclosed in note 39.

Details of dues to Micro and Small enterprises as defined under the MSMED Act, 2006

- Principal amount due - Interest accrued and due on above (i) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along with the amounts of the payments made to the supplier beyond the appointed day during each accounting year (ii) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specifed under the MSMED Act 2006	As At March 31, 2019 344.34 0.90 345.24 Nil Nil	As At March 31, 2018
		- -
		-
		Nil Nil

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(iii) The amount of interest accrued and remaining unpaid at the end of each accounting year (iv) The amount of further interest remaining due and payable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act 2006	As At March 31, 2019 0.90 Nil	As At March 31, 2018
		Nil Nil

i. ‘The above information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.
ii. The total dues to Micro and Small Enterprises which were outstanding for more than stipulated period are ` 71.08 lakhs ( March 31, 2018 Nil)

Note 18 : Other Financial Liabilities Current Unclaimed dividends (refer note (a) below) Security deposit Creditors for capital goods-micro and small enterprises Creditors for capital goods- Other than micro and small enterprises Total	As At March 31, 2019 39.70 34.30 1.65 999.54 1,075.19	As At March 31, 2018
		41.96 37.05 - 437.28
		516.29

a) There are no amount due for payment to the Investor Education and Protection Fund under Section 125(1) of the Companies Act, 2013 as at March 31, 2019.

Note 19 : Other Liabilities Current Advance from customers Statutory dues Others Total other comprises of custom duty, earnest money received and staff payable Note 20 : Provisions Non- current Provision for employee benefts : Provision for compensated absences (refer note 34) Others : Provision for warranty Total (A) Current Provision for employee benefts : Provision for compensated absences (refer note 34) Provision for gratuity (refer note 34) Others : Provision for warranty Total (B) Total (A+B)	As At March 31, 2019 1,298.60 1,518.88 42.41 2,859.89 As At March 31, 2019 203.04 320.99 524.03 133.57 153.67 178.03 465.27 989.30	As At March 31, 2018
		796.01 1,906.91 59.91
		2,762.83

		As At March 31, 2018
		205.17 218.26
		423.43
		81.13 152.39 168.66
		402.18
		825.61

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Sharda Motor Industries Ltd.

Note 20.1 Contingent Liabilities (a) Claims against the Company not acknowledged as debts i) Disputed State Tax Matters ii) Disputed Excise Matters iii) Disputed Service Tax Matters iv) Disputed Income Tax Matters v) Disputed Central Excise Matters vi) Bill discounting vii) Dispute with Vendor viii) Others (b) Foreign Letter of Credit	As At March 31, 2019 65.01 9.67 76.09 42.58 440.00 151.04 10.55 33.00 2,551.09	As At March 31, 2018
		69.94 12.74 50.63 84.86 440.00 102.47 10.55 33.00 3,253.15

Notes:

(i) Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgement/decisions pending with various forums/authorities.
(ii) The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position. The Company does not expect any reimbursements in respect of the above contingent liabilities.

Note 21 : Revenue from operations Sale of Product - Finished goods - Traded goods Sale of services Other Operating Revenues - Sale of scrap Revenue from operations	For the year ended March 31, 2019 105,368.87 7,844.42 113,213.29 62.55 711.43 113,987.27	For the year ended March 31, 2018
		113,040.92 6,744.71
		119,785.63 29.16 611.09
		120,425.88

Note: Sale of goods includes excise duty collected from customers of Rs.NIL during the year (March 31, 2018: ` 4881.31 Lakhs).

According to the requirement of Ind-AS, revenue for the corresponding previous year ended March 31, 2018 was reported inclusive of excise duty. The Government of India has implemented Goods and Service Tax (“GST”) from July 1, 2017 replacing Excise duty, Service Tax and various other Indirect Taxes. Accordingly, per IND AS-18, the revenue for the year ended March 31, 2019 is reported net of GST. Had the previously reported revenue shown net of excise duty, comparative income from operations of the Company would have been as follows:

have been as follows:
Particulars For the year ended March 31, 2019 Revenue from Operations inclusive of Excise Duty (A) 113,987.27 Less: Excise Duty (B) - Net Revenue from Operations (A-B) 113,987.27	For the year ended March 31, 2018
	120,425.88 4,881.31
	115,544.57

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Standalone Financial Statements

Note 22 : Other income Interest Income - Fixed deposits with banks - Income tax refund - Finance income - Others Dividend income from - Non-current investment - Current investment Proft on sale of current investments designated at FVTPL Net gain on disposal of property, plant and equipments Net gain on foreign exchange fuctuation Fair value gain on investment in mutual funds designated at FVTPL Miscellaneous income Others comprises of interest received on deposits with electricity boards etc.	For the year ended March 31, 2019 469.08 - 0.83 10.05 93.75 61.22 352.66 263.40 - 366.24 580.48 2,197.71 For the year ended March 31, 2019 6,195.98 72,434.66 7,659.54 70,971.10 For the year ended March 31, 2019 6,989.97 6,989.97 For the year ended March 31, 2019 - 1,782.28 - 1,782.28 - 2,108.06 - 2,108.06 - (325.78) - (325.78)	For the year ended March 31, 2018
		381.51 7.43 0.66 8.95 81.00 177.24 346.06 352.18 146.37 193.69 85.21
		1,780.30

Note 23 : Cost of Raw Material Consumed		For the year ended March 31, 2018
Raw Material Balance at the beginning of the year Add:- Purchases during the year Less:- Balances of raw material at the end of the year Total cost of raw material consumption Note 24 : Purchase of Stock in Trade Purchase of stock in trade Note 25 : Changes in Inventories of Finished Goods, Work in Progress and Stock in trade Inventories at the beginning of the year Finished goods Work- in- progress Traded goods (A) Inventories at the end of the year Finished goods Work- in- progress Traded goods (B) (Increase) / Decrease Finished goods Work- in- progress Traded goods (Increase) / Decrease in Inventory (A-B)		5,413.38 73,955.17 6,242.65
		73,125.90

		For the year ended March 31, 2018
		6,060.51
		6,060.51

		For the year ended March 31, 2018
		13.91 1,536.53 0.84
		1,551.28
		- 1,782.28 -
		1,782.28
		13.91 (245.75) 0.84
		(231.00)

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Standalone Financial Statements

Note 26 : Employee benefts expense Salaries, wages & other benefts Contribution to provident and other funds Gratuity (refer note 34) Staff welfare expenses Defned contribution plans Amount recognised in statement of proft & loss Employee state insurance Provident fund Welfare fund Note 27 : Finance cost Interest expense Interest on delayed payment of taxes Note 28 : Depreciation and amortization expense Depreciation on property, plant and equipment Amortization of intangible assets Note 29 : Other expenses Consumable tools Power & fuel Hire labour charges Manufacturing expenses Rent, rates & taxes Repair & maintenance - Repair to building - Repair to plant & equipments - Repair others Net loss on foreign exchange fuctuation Fair value losses on derivatives not designated as hedged Royalty fees Research & development expenses (refer details 'c' below) Travelling & conveyance Insurance Communication cost Director's sitting fee & commission Legal & professional expenses	For the year ended March 31, 2019 7,510.53 408.02 119.40 540.38 8,578.33 53.40 353.84 0.79 408.02 For the year ended March 31, 2019 4.59 - 4.59 For the year ended March 31, 2019 3,787.56 309.27 4,096.83 For the year ended March 31, 2019 206.62 1,148.23 4,825.57 200.44 349.96 88.78 360.97 207.51 12.84 - 1.62 2,328.55 803.52 66.02 64.06 18.20 620.95	For the year ended March 31, 2018
		7,057.06 394.00 141.19 610.97
		8,203.22
		59.76 333.39 0.85
		394.00

		For the year ended March 31, 2018
		201.50 11.50
		213.00

		For the year ended March 31, 2018
		3,897.71 480.18
		4,377.89

		For the year ended March 31, 2018
		259.14 1,270.85 5,800.68 113.87 305.06 162.80 323.22 273.28 - 111.36 1.70 1,441.08 917.85 75.55 62.00 13.02 783.24

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Standalone Financial Statements

Note 29 : Other expenses CSR expenses (refer details 'b' below) Warranty claim Property, plant and equipment written off Selling expenses Packing material Freight outward Auditor's remuneration (refer details 'a' below) Miscellaneous expenses Total a) Details of payment made to auditors is as follows: Payment to auditors As auditor: - Statutory audit fee - Tax audit fee In Other Capacity:* - Reimbursement of expenses - Other services	For the year ended March 31, 2019 13.90 178.03 - 7.33 224.32 620.27 16.76 876.20 13,240.65 For the year ended March 31, 2019 8.50 5.00 0.26 3.00 16.76	For the year ended March 31, 2018
		10.30 52.27 16.90 7.03 259.29 648.70 13.66 919.05
		13,841.90

		For the year ended March 31, 2018
		8.50 5.00 0.16 -
		13.66

Tax audit fee has been provided for other auditor for both the years.

b) Details of Corporate Social Responsibility (CSR) expenditure is as follows:

i) Gross amount required to be spent by the Company during the year (i.e. 2% of Average Net profits u/s 198 of Companies Act, 2013 of last three years): 158.11 Lakhs (March 31, 2018: 116.24 lakhs)

ii) Amount spent during the year

Purpose for which expenditure incurred Remarks	For the year ended March 31, 2019 - 13.90 144.21 158.11 For the year ended March 31, 2019 58.11 1,204.25 154.15 912.04 2,328.55	For the year ended March 31, 2018
- Construction/acquisitions of any asset - On purpose other than (i) above Payment to 'Sharda CSR Foundation Trust' and others for incurring CSR Expenditure Amount yet to be spent		- 10.30 105.94
Total		116.24
c) Research & Development Expenses Research & development expenses include: - Purchases - Salary, wages and other allowance - Travelling expenses - Design, development and other expenses
		For the year ended March 31, 2018
		67.18 567.07 106.96 699.87
		1,441.08

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d) Company’s R&D Center at Chennai which is recognized at DSIR, Govt. of India upto March 31, 2020 has incurred following expenditure from the year 2007-08 to 2018-19

Financial Year	Capital Expense		Revenue Expense	Revenue Expense
2007-08	-		189.59
2008-09	-		235.01
2009-10	28.50		127.62
2010-11	802.57		210.90
2011-12	787.84		351.17
2012-13	93.07		425.85
2013-14	2,034.23		679.24
2014-15	79.63		656.03
2015-16	456.72		847.78
2016-17	217.47		986.33
2017-18	181.09		1,441.08
2018-19	319.97		2,328.55
Note 30: Exceptional Items Diminution in value of asset held for sale		For the year ended March 31, 2019 - -
				For the year ended March 31, 2018
				58.73
				58.73

Note:

Diminution in value of asset Nil during the year (March 31, 2018 58.73 lakhs) has been recognized on reclassification of assets as held for sale as the fair value (estimated based on the recent market prices) is less than its carrying amount and had been disclosed the same under the head ‘Exceptional item’.

Note 31: Income Tax

The major components of income tax expense for the years ended March 31, 2019 and March 31, 2018 are as below:

31.1 Income tax recognised in profit or loss

1.1 Income tax recognised in proft or loss
	As At	As At
	March 31, 2019	March 31, 2018
Current tax
a) In respect of current year	4,063.94	4,049.93
b) Adjustments in respect of current income tax of previous year	(41.29)	38.66
	4,022.65	4,088.59
Deferred tax
In respect of current year	(179.39)	(274.89)
	(179.39)	(274.89)
Income tax expense recognised in the current year	3,843.26	3,813.70

The income tax expense for the year can be reconciled to the accounting profit as follows:

	As At	As At
	March 31, 2019	March 31, 2018
Proft before tax	12,629.30	11,674.72
Tax at the Indian tax rate of 34.944% (March 31, 2018: 34.608%)	4,374.43	4,040.39
Adjustments in respect of current income tax of previous years	(41.29)	38.66
Effect of expenses that are not deductible in determining taxable proft	10.74	17.57
Weighted deduction for research and development expenses	(520.47)	(294.16)
Income not considered for tax purpose	(56.18)	(89.37)
Exceptional item not considered for tax purpose	-	20.31
Others	76.03	80.30
Tax expenses recognised in statement of proft or loss	3,843.26	3,813.70

The tax rate used for the current year reconciliation above is the corporate tax rate of 34.944% (March 31, 2018: 34.608%) payable by corporate entities in India on taxable profits under the Indian tax law.

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31.2 Income tax recognised in other comprehensive income

1.2 Income tax recognised in other comprehensive income
Deferred tax assets / (liabilities) Arising on income and expenses recognised in other comprehensive income Remeasurement of defned beneft obligation Total tax recognised in other comprehensive income Bifurcation of the income tax recognised in other comprehensive income into : - - Items that will not be reclassifed to proft or loss	As At March 31, 2019 6.42 6.42 6.42 6.42	As At March 31, 2018
		(2.24)
		(2.24)
		(2.24)
		(2.24)

Note 32: Deferred tax balances

The following is the analysis of deferred tax assets / (liabilities) presented in the standalone balance sheet

Deferred tax assets Deferred tax liabilities Net deferred tax liabilities Deferred tax assets Defned beneft obligation Expenses deductible in future years Others MAT credit entitlement Total deferred tax assets Deferred tax liabilities Investment in mutual funds & bonds at FVTPL Fair value losses on derivatives not designated as hedged Borrowing at effective interest rate Property, plant and equipment and intangible assets Net deferred tax liabilities Deferred tax assets Defned beneft obligation Expenses deductible in future years Others Total deferred tax assets Deferred tax liabilities Investment in mutual funds & bonds at FVTPL Property, plant and equipment and intangible assets Net deferred tax liabilities			As At March 31, 2019 308.54 903.74 595.20	As At March 31, 2018
				100.01 881.03
				781.02

		As At April 1, 2017 Recognised in Proft or loss Recognised in OCI As At March 31, 2018
		3.48 - (2.24) 1.24 291.04 (193.20) - 97.84 0.04 0.89 - 0.93 14.60 (14.60) - -
		309.16 (206.91) (2.24) 100.01
		93.30 47.58 - 140.88 38.54 (38.54) - - 4.86 (4.86) - - 1,211.53 (471.38) - 740.15
		1,348.23 (467.20) - 881.03
		1,039.07 (260.29) 2.24 781.02

		As At April 1, 2018 Recognised in Proft or loss Recognised in OCI As At March 31, 2019
		99.08 65.82 6.42 171.32 - 136.29 - 136.29 0.93 - - 0.93
		100.01 202.11 6.42 308.54
		140.88 148.77 - 289.65 740.15 (126.06) - 614.09
		881.03 22.71 - 903.74
		781.02 (179.40) (6.42) 595.20

Note: Deferred tax assets and deferred tax liabilities have been offset as they are governed by the same taxation laws.

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Note 33: Earnings per share (EPS) Proft attributable to equity holders of the Company used in calculating basic earnings per share and diluted earning per share(A) Weighted average number of shares for the purpose of basic earning per share and diluted earning per share (numbers)(B) Basic earnings per share (in`) - (A/B)<br>Diluted earnings per share (in`) - (A/B)	For the year ended March 31, 2019 8,786.04 59.46 147.76 147.76	For the year ended March 31, 2018
		7,861.02 59.46 132.20 132.20

Note 34 : Gratuity and other post-employment benefit plans

a) Defined contribution plans

Employer's Contribution to Provident Fund/ Pension Fund Employer's Contribution to Employee State Insurance Employer's Contribution to Employee Welfare Fund Total	For the year ended March 31, 2019 353.84 53.40 0.78 408.02	For the year ended March 31, 2018
		333.39 59.76 0.85
		394.00

The contribution payable to these schemes by the Company are at the rates specified in the rules of the schemes.

b) Defined benefit plans

i) Gratuity scheme

ii) Compensated absences

These plans typically expose the Company to actuarial risks such as: Investment risk, interest rate risk, longevity risk and salary risk.

Investment Risk

The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Interest Risk

Longevity Risk

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Salary Risk

c) The following tables summarize the components of net benefit expense recognised in the Statement of profit and loss and the funded status and amounts recognised in the balance sheet for the defined benefit plan (viz. gratuity and compensated absences).Leave encashment include earned leaves and sick leaves. These have been provided on accrual basis, based on year end actuarial valuation.

Present value of obligation as at the beginning of the year Acquisition adjustment Add: Interest cost Add: Current service cost Add: Past service cost Less: Benefts paid Add: Actuarial (gain) / loss - Demographic assumptions - Financial assumptions - Experience adjustments Present value of obligation as at the end of the year	As at March 31, 2019 gratuity Earned leave (funded) (Unfunded) 1,055.52 286.30 79.16 21.47 126.23 68.70 - - (69.00) (37.82) - - 15.17 2.37 5.57 (4.42) 1,212.65 336.61	As at March 31, 2018
		gratuity Earned leave (funded) (Unfunded)
		880.43 252.59 61.63 17.68 113.73 51.50 26.51 - (30.65) (25.78) - - (22.61) (3.35) 26.48 (6.34)
		1,055.52 286.30

d) Components of expenses recognised in the statement of profit or loss in respect of:

Current service cost Past service cost Interest cost Remeasurements Return on plan assets Actuarial (gain) / loss Expenses recognised in proft/loss (Refer Note Below)	As at March 31, 2019 gratuity Earned leave (Funded) (Unfunded) 126.23 68.70 - - 11.43 21.47 - - - - - (2.05) 137.66 88.12	As at March 31, 2018
		gratuity Earned leave (Funded) (Unfunded)
		113.73 51.50 26.51 - 15.35 17.68 - - - - - (9.68)
		155.59 59.50

Note : Gratuity expense of 112.98 lakhs has been recognised in Statement of Profit & Loss and 18.25 Lakhs in R&D expenditure. e) Components of expenses recognised in the other comprehensive income in respect of:

Actuarial (gains) / losses - changes in demographic assumptions - changes in fnancial assumptions - experience variance Return on plan assets, excluding amount recognised in net interest expense Component of defned beneft costs recognised in other comprehensive income	As at March 31, 2019 gratuity Earned leave (Funded) (Unfunded) - - 15.17 2.37 5.57 (4.42) (2.37) - 18.38 (2.05)	As at March 31, 2018
		gratuity Earned leave (Funded) (Unfunded)
		- - (22.61) (3.35) 26.48 (6.34) (10.35) -
		(6.48) (9.69)

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Note:

(i) The current service cost and the interest expense for the year are included in the ‘Employee benefits expense’ in the profit or loss.
(ii) The remeasurement of the net defined benefit liability is included in other comprehensive income

f) Changes in the fair value of the plan assets are as follows:

Fair value of plan assets at the beginning Add: Investment income Add: Expected return on plan assets Add: Employer's contribution Add: Employee's contribution Less: Benefts paid Add: Actuarial gains / (losses) on the plan assets Fair value of plan assets at the end	As at March 31, 2019 gratuity Earned leave (Funded) (Unfunded) 903.13 - 67.74 - 2.37 - 154.75 - - - (69.01) - - - 1,058.98 -	As at March 31, 2018
		gratuity Earned leave (Funded) (Unfunded)
		661.14 - 46.28 - 10.35 - 216.01 - - - (30.65) - - -
		903.13 -

g) The principal assumptions used for the purpose of the actuarial valuations were as follows:

Economic assumptions 1 Discount rate 2 Rate of increase in compensation levels Demographic assumptions 1 Expected average remaining working lives of employees (years) 2 Retirement Age (years) 3 Mortality Rate Withdrawal Rate 1 Ages up to 30 Years 2 Ages from 30-44 3 Above 44 years	As at March 31, 2019 gratuity Earned leave (Funded) (Unfunded) 7.20% 7.20% 10.00% 10.00% 23.47 23.41 58 58 Indian Assured Lives Mortality (2006-08) (modifed) ultimate 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%	As at March 31, 2018
		gratuity Earned leave (Funded) (Unfunded)
		7.50% 7.50% 10.00% 10.00% 23.78 23.78 58 58 Indian Assured Lives Mortality (2006-08) (modifed) ultimate 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%

h) Net (assets) / liabilities recognized in the Balance Sheet and experience adjustments on actuarial gain / (loss) for benefit obligation and plan assets.

Present value of obligation Fair value of plan assets Net (assets) / liability Classifcation into long term and short term: - Classifed as long term - Classifed as short term Total	As at March 31, 2019 gratuity Earned leave (Funded) (Unfunded) 1,212.65 336.61 1,058.98 - 153.67 336.61 - 133.57 153.67 203.04 153.67 336.61	As at March 31, 2018
		gratuity Earned leave (Funded) (Unfunded)
		1,055.52 286.30 903.13 -
		152.39 286.30
		- 205.17 152.39 81.13
		152.39 286.30

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i) A quantitative sensitivity analysis for significant assumption is as shown below:

Significant actuarial assumption for the determination of defined obligation are discount rate, expected salary growth rate and mortality rate. The sensitivity analysis below have been determined based on reasonably possible changes in respective assumption occurring at the end of reporting period, while holding all other assumptions constant.

A. Discount rate Effect on defned beneft obligation due to 1% increase in Discount Rate Effect on defned beneft obligation due to 1% decrease in Discount Rate B. Salary escalation rate Effect on defned beneft obligation due to 1% increase in Salary Escalation Rate Effect on defned beneft obligation due to 1% decrease in Salary Escalation Rate C. Mortality rate Effect on defned beneft obligation due to 1% increase in mortality rate Effect on defned beneft obligation due to 1% decrease in mortality rate The effect of change in mortality rate considered as negligible.	As at March 31, 2019 gratuity Earned leave (Funded) (Unfunded) (49.10) (7.73) 53.54 8.21 49.53 7.92 (46.60) (7.60) - - - -	As at March 31, 2018
		gratuity Earned leave (Funded) (Unfunded)
		(42.40) (6.40) 46.23 6.79 43.24 6.57 (40.68) (6.32) - - - -

j) Maturity profile of defined benefit obligation is as follows:

1 year 2 to 5 years More than 5 years	As at March 31, 2019 As at March 31, 2018
	gratuity Earned leave gratuity Earned leave (Funded) (Unfunded) (Funded) (Unfunded)
	230.83 133.57 202.99 115.59 565.12 152.17 492.51 128.98 416.70 50.87 360.02 41.73

k) Enterprise best estimate of contribution during next year is ` 186.53 lakhs.

l) The acturial assumption of withdrawal rate, retirement age and expected average remaining working lives of empolyees are not considered significant.

m) There is no change in the method used in the preparing the sensitive analysis from prior years

Note 35 : List of related parties where control exists and related parties with whom transactions have taken place and relationships:

relationships:
Name of the Related Party a) Relan Industrial Finance Ltd. b) Bharat Seats Ltd.	Relationship Associate Companies
a) N D R Auto Components Ltd.	Wholly Owned Subsidiary Company
a) Toyo Sharda India (P) Ltd. b) Toyota Boshoku Relan India (P) Ltd.	Joint Venture Companies

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Name of the Related Party
a)
Mr. Kishan N Parikh (Chairman)
b)
Mrs. Sharda Relan (Whole Time Director)
c)
Mr. Ajay Relan (Managing Director)*
d)
Mr. Rohit Relan (Director)
e)
Mr. Bireswar Mitra (Executive Director)
f)
Mr. Ram Prakash Choudhary (Director)
g)
Mr. Ashok Kumar Bhattacharya (Director)
h)
Mr. Satindar Kumar Lambah (Director)
i)
Mr. Udayan Banerjee (Director)
j)
Mr. Vivek Bhatia ( CFO)
k)
Mr. Nitin Vishnoi (Company Secretary)

Relationship
Key Managerial Personnel

a)
Mrs. Mala Relan (Wife of Managing Director)
b)
Mrs. Ritu Relan (Wife of Director)*
c)
Ms Aashita Relan (Daughter of Managing Director)
d)
Mr. Aashim Relan (Son of Managing Director)
e)
Mr. Rishabh Relan (Son of Director)
f)
Mr. Pranav Relan (Son of Director)
g)
Mr. Ayush Relan (Son of Director)
h)
Indira Choudhary (spouse of Director)

Relatives of Key Managerial Personnel

a)
Sharda Enterprises
b)
N.D.Relan (HUF)
c)
Ajay Relan (HUF)
d)
Rohit Relan (HUF)
e)
Sharda Auto Solutions Pvt. Ltd.
f)
A.N.I Hospitality LLP
g)
Progressive Engineering & Automation Pvt. Ltd.
h)
Sharda CSR Foundation Trust

Enterprises over which Key Managerial Personnel are able to
Exercise signifcant infuence

(Rs. in Lakhs)

						(Rs. in Lakhs)
S. No.	Nature of Transactions	joint Venture Companies	Associate Companies	Enterprises over which Key Managerial Personnel are able to Exercise signifcant infuence	Key Management Personnel	Relative of Key Management Personnel
i)	Sales during the Year - Bharat Seats Ltd.	- -	24265.92 (37921.50)	- -	- -	- -
ii)	Loan repaid during the Year - Ajay Relan* - Rohit Relan - Sharda Relan	- - - - - -	- - - - - -	- - - - - -	- (1084.72) - (1986.62) - (33.70)	- - - - - -

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Sharda Motor Industries Ltd.

Standalone Financial Statements

S. No.	Nature of Transactions	joint Venture Companies	Associate Companies	Enterprises over which Key Managerial Personnel are able to Exercise signifcant infuence	Key Management Personnel	Relative of Key Management Personnel
iii)	Interest paid on loans during the Year - Ajay Relan* - Rohit Relan - Sharda Relan	- - - - - -	- - - - - -	- - - - - -	- (71.19) - (22.13) - (1.30)	- - - - - -
iv)	Rent paid during the Year -Sharda Enterprises	- -	- -	155.76 (154.77)	- -	- -
v)	Remuneration paid - Ajay Relan* -Sharda Relan -Bireswar Mitra	- - - - - -	- - - - - -	- - - - - -	580.03 (506.05) 488.33 (463.60) 21.55 (21.76)	- - - - - -
vi)	Salary Paid -Nitin Vishnoi -Mala Relan -Vivek Bhatia -Aashim Relan	- - - - - - - -	- - - - - - - -	- - - - - - - -	28.43 (17.89) - - 110.43 (100.12) - -	- - 17.62 (13.61) - - 153.29 (128.60)
vii)	Reimbursements of Expenses -Bireswar Mitra -Nitin Vishnoi -Vivek Bhatia	- - - - - -	- - - - - -	- - - - - -	4.66 (4.69) 9.20 (6.88) 6.84 (7.27)	- - - - - -
viii)	Dividend Paid - Ajay Relan* - Nitin Vishnoi - Bireswar Mitra -K.N. Parikh -Rohit Relan	- - - - - - - - - -	- - - - - - - - - -	- - - - - - - - - -	120.01 (240.50) 0.06 (0.13) 0.04 (0.07) 0.01 (0.02) 26.80 (53.60)	- - - - - - - - - -

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Sharda Motor Industries Ltd.

Standalone Financial Statements

S. No.	Nature of Transactions	joint Venture Companies	Associate Companies	Enterprises over which Key Managerial Personnel are able to Exercise signifcant infuence	Key Management Personnel	Relative of Key Management Personnel
	-Aashim Relan -Ayush Relan -Pranav Relan -Rishabh Relan -Mala Relan -Ritu Relan* -Aashita Relan -Ajay Relan(HUF) -ND Relan (HUF) -Rohit Relan (HUF) -RIFL -Indira Choudhary	- - - - - - - - - - - - - - - - - - - - - - - -	- - - - - - - - - - - - - - - - - - - - 0.06 (0.01) - -	- - - - - - - - - - - - - - 1.20 (2.40) 1.88 (3.75) 2.78 (5.55) - - - -	- - - - - - - - - - - - - - - - - - - - - - - -	19.03 (37.66) 4.27 (10.78) 5.77 (13.83) 7.59 (17.50) 32.55 (63.39) 46.40 (92.82) 1.17 (2.06) - - - - - - - - 3.28 (6.56)
ix)	Sitting Fee Paid -Kishan N Parikh -Rohit Relan -Ram Prakash Choudhary -Ashok Kumar Bhattacharya -Satinder Kumar Lambah -Udayan Banerjee	- - - - - - - - - - - -	- - - - - - - - - - - -	- - - - - - - - - - - -	4.40 (3.60) 1.60 (0.80) 2.80 (2.60) 3.20 (1.60) 5.20 (4.41) 1.00 -	- - - - - - - - - - - -
x)	Sale of Fixed Assets -Bharat Seats Limited	- -	57.90 (185.44)	- -	- -	- -
xi)	Expenses paid - A.N.I Hospitality LLP	- -	- -	- (0.73)	- -	- -
xii)	Advance Received from Customers Bharat Seats Limited (Tooling Advance)	- -	28.40 -	- -	- -	- -

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Sharda Motor Industries Ltd.

Standalone Financial Statements

S. No.	Nature of Transactions	joint Venture Companies	Associate Companies	Enterprises over which Key Managerial Personnel are able to Exercise signifcant infuence	Key Management Personnel	Relative of Key Management Personnel
xiii)	Purchases during the year Bharat Seats Ltd. -Toyo Sharda India (P) Ltd.	- - 218.40 (545.35)	245.10 (259.39) - -	- - - -	- - - -	- - - -
xiv)	Advance Adjusted -Bharat Seats Limited	- -	28.40 -	- -	- -	- -
xv)	Dividend Received -Bharat Seats Limited -Toyo Sharda India (P) Ltd.	- - 3.75 -	90.00 (81.00) - -	- - - -	- - - -	- - - -
xvi)	CSR Expenditure paid Sharda CSR Foundation Trust	- -	- -	12.90 (10.30)	- -	- -
xvii)	Investment in Shares N D R Auto Components Ltd.		1.00 -	- -	- -	- -
xvi)	Net Outstanding Balance payable as on 31.03.2019 - N.D. Relan - Ajay Relan* -Bireswar Mitra -Nitin Vishnoi -Sharda Relan -Mala Relan -Aashim Relan -Toyo Sharda India (P) Ltd. -Toyota Boshoku Relan India (P) Ltd.	- - - - - - - - - - - - - - 1.32 (46.05) - (98.85)	- - - - - - - - - - - - - - - - - -	- - - - - - - - - - - - - - - - - -	- - 53.83 (161.16) 1.35 - 6.77 - 43.40 (128.93) 0.83 - 12.56 - - - - -	- - - - - - - - - - - - - - - - - -
xvii)	Balance Receivable as on 31.03.2019 -Bharat Seats Limited -Toyota Boshoku Relan India (P) Ltd. N D R Auto Components Ltd.	- - 8.62 - - -	685.92 (3074.01) - - 0.27 -	- - - - - -	- - - - - -	- - - - - -

The transaction belonging to Promoter/Promoter Group holding 10% or more shares in the Company.

1) Figures in bracket represents figures for the year ended 31[st] March, 2018.

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Sharda Motor Industries Ltd.

Standalone Financial Statements

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2) All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions. There have been no guarantees provided or received for any related party payables/receivables. No expenses has been recognized in the current year in respect of bad or doubtful debts/advances and further no specific provision for doubtful debts/advances has been made in respect of outstanding balances.

Note 36: Operating Lease Arrangements

The Company has entered into operating lease arrangements for various lands and building. These arrangements are non-cancellable in nature and range between five to twenty years and no specific obligation for renewal. There is no restriction imposed in lease arrangement. Lease rental amounting to 274.04 lakhs (March 31, 2018: 304.34 lakhs) has been expensed out in Statement of Profit and Loss in note 29 as ‘Rent, Rates & Taxes’ under ‘Other expenses’. The future minimum lease commitments under noncancellable operating leases are as under:

Particulars Not Later Than 1 year Later than 1 year but not later than 5 years More than 5 years Total Note 37: Financial and Derivative Instruments Particulars of Unhedged Foreign Currency Exposure as at Balance Sheet date : Foreign currency exposure that are not hedged by derivative instruments (Sell) Foreign currency exposure that are not hedged by derivative instruments (Buy)
	USD 11.24 lakhs USD 40.55 lakhs EURO 0.82 lakhs JPY 0.25 lakhs

Note 38 : Segment Information

In line with the provision of Ind AS 108- Operating Segments and on the basis of review of operations being done by the board of directors of the Company (which has been identified as the Chief Operating Decision Maker (CODM) who evaluates the Company’s performance, allocates resources based on the analysis of the various performance indicator of the Company as a single unit), the operations of the Company falls under manufacturing & trading of auto component parts, which is considered to be the only reportable segment.
Major Customer: Revenue from 3 customers of the Company’s manufacturing & trading business are 84,935.68 lakhs (March 31, 2018 92,878.58 lakhs) which is more than 10% of the Company’s total revenue. No other single customer contributed 10% or more to the Company’s revenue for both March 31, 2019 and March 31, 2018.

Note 39 : Financial instruments - fair values and risk management

39.1 Financial instruments by category and fair values

Financial assets Non-current Investments in equity instrument Other fnancial assets - Security deposits - Deposits with original maturity of more than 12 months Current* Investments in mutual fund & tax free bond	As at March 31, 2019 FVTPL FVOCI Amortised cost - - 1.75 - - 302.04 - - 5.00 8,235.82 - -	As at March 31, 2018
		FVTPL FVOCI Amortised cost
		- - 1.75 - - 279.70 - - 5.00 10,407.08 - -

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Sharda Motor Industries Ltd.

Standalone Financial Statements

Trade receivables Cash and cash equivalents Bank balances other than above Other fnancial assets - Staff advance - Interest accrued on fxed deposits - Interest accrued on others - Receivable from related parties Total Financial liabilities Current Trade payables Other fnancial liabilities - Interest accrued - Unclaimed dividend - Security deposit - Creditors for capital goods Total	As at March 31, 2019 FVTPL FVOCI Amortised cost - - 13,211.46 - - 7,042.48 - - 7,070.79 - - 21.24 - - 153.34 - - 4.96 - - 8.62 8,235.82 - 27,821.68 - - 19,116.32 - - 0.00 - - 39.70 - - 34.30 - - 999.54 - - 20,189.86	As at March 31, 2018
		FVTPL FVOCI Amortised cost
		- - 12,240.73 - - 2,200.73 - - 5,170.17 - - 25.72 - - 125.36 - - 0.57 - - 8.62
		10,407.08 - 20,058.35
		- - 18,291.78 - - - - - 41.96 - - 37.05 - - 437.28
		- - 18,808.07

Investment value excludes investment in associates of 139 lakhs (March 31, 2018 : 139 lakhs), investment in joint ventures of 75.50 lakhs (March 31, 2018 : 75.50 lakhs), and investment in Subsidiary of ` 1 Lakh (March 31, 2018 : NIL ), which are shown at cost in balance sheet as per Ind AS 27 : Financial Statements.

Note: The directors consider that the carrying amounts of investments in equity shares of other and in trust, which have been recognised in the financial statements, as approximate their fair values.

Financial assets and liabilities measured at fair value - recurring fair value measurements (refer note 3.12)

Financial assets Level 1 Level 2 - Financial instruments at FVTPL: Options, cross currency and interest rate swap contract - Financial instruments at FVTPL: Investments in mutual fund Level 3 - Financial instruments at FVTPL: Investment in other Total fnancial assets	As At March 31, 2019 - - 8,235.82 - 8,235.82	As At March 31, 2018
		- - 10,407.08 -
		10,407.08

39.2 Measurement of fair value

Level 1: Quoted prices in the active market. This level of hierarchy includes financial assets that are measured by reference to quoted prices in the active market.

There have been no transfers between Level 1 and Level 2 during the period.

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Standalone Financial Statements

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Sharda Motor Industries Ltd.

(i) Investments in mutual funds: Fair value is determined by reference to quotes, i.e. net asset value (NAV) for investments in mutual funds as declared.
(ii) Unquoted equity and other investments: Fair value of same has not been derived as in the opinion of directors the carrying amounts of these investments approximate their fair values.
(iii) Fair value of cash and cash equivalents, trade receivables, other current financial assets, trade payables, other current financial liabilities approximate their carrying amount, largely due to the short-term nature of these instruments.
(iv) Interest rates on long-term borrowings are equivalent to the market rate of interest. Accordingly, the carrying value of such longterm debt approximates fair value.
(v) Fair value of all other non-current financial assets have not been disclosed as the change from carrying amount is not significant, as the discount rate has not changed significantly.

Discount rate used in determining fair value

39.3 Capital management

The Company’s adjusted net debt to equity ratio was as follows:

Total liabilities Less: Cash and cash equivalents Adjusted net debt Total equity Adjusted net debt to equity ratio	March 31, 2019 24,635.90 7,042.48 17,593.42 43,828.58 0.40	March 31, 2018
		23,177.53 2,200.73
		20,976.80 35,502.76
		0.59

39.4 Financial risk management

The Company has exposure to the following risks arising from financial instruments:

Market risk
Credit risk
Liquidity risk

Risk management framework:

The Company’s senior level management assess these risks and is supported by Treasury department that advises on the appropriate financial risk governance framework.

A. Market risk

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Standalone Financial Statements

Sharda Motor Industries Ltd.

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Currency risk

Exposure to currency risk:

xposure to currency risk:
	(Amount in Lakhs except otherwise specifed)
March 31, 2019	USD	EURO	jPY
Foreign currency exposure not hedged (Sell)	11.24	-	-
Foreign currency exposure not hedged (Buy)	40.55	0.82	0.25
Derivative contract outstanding	-	-	-
March 31, 2018	USD	EURO	jPY
Foreign currency exposure not hedged (Sell)	15.88	-	-
Foreign currency exposure not hedged (Buy)	25.68	0.06	0.25
Derivative contract outstanding	-	-	-

Sensitivity analysis:

The company has arrangements with major customers on quarterly basis for settlement of exchange fluctuations based on average exchange rate for the previous quarter.

	(Proft) / Loss	(Proft) / Loss
March 31, 2019	Strengthening	Weakening
USD (5% movement)	(140.23)	140.23
EUR (5% movement)	(3.20)	3.20
JPY (5% movement)	(0.01)	0.01
March 31, 2018
USD (5% movement)	(31.86)	31.86
EUR (5% movement)	(0.26)	0.26
JPY (5% movement)	(0.01)	0.01

USD: US Dollar, EUR: Euro and JPY: Japan Yen

B. Credit risk

i) Trade receivables

The concentration of credit risk in trade receivables of the company is limited.

The Company primarily has the exposure from following type of customer:

Original equipment manufacturers (OEMs)

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Sharda Motor Industries Ltd.

Standalone Financial Statements

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The Company’s expected probability of default is nil and all major payments are received on due dates without any significant delays.

The ageing analysis of trade receivables as of the reporting date is as follows:

delays. he ageing analysis of trade receivables as of the	reporting date is as follows:
Particulars Trade Receivables as of March 31, 2018 Trade Receivables as of March 31, 2019	Neither past due nor impaired Upto 180 days More than 180 days Total
	- 12,224.06 16.67 12,240.73 - 13,198.15 13.32 13,211.46

ii) Financial assets

The Company’s exposure to credit risk for financial assets is as follows:

Investments Security deposits Deposit with original maturity of more than 12 months Interest accrued Staff Advance Interest accrued others Receivable from related parties Total	As at March 31, 2019 8,453.07 302.04 5.00 153.34 21.24 4.96 8.62 8,948.27	As at March 31, 2018
		10,623.33 279.70 5.00 125.36 25.72 0.57 8.62
		11,068.30

C. Liquidity risk

As on March 31, 2019, Company doesn’t have any outstanding borrowings.

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Exposure to liquidity risk:

The following are the remaining undiscounted contractual maturities of financial liabilities including interest at the reporting date:

March 31, 2019 Non derivative fnancial liabilities Creditors for capital goods Trade payables Unclaimed dividends Security deposit March 31, 2018 Non derivative fnancial liabilities Creditors for capital goods Trade payables Unclaimed dividends Security deposit	Contractual cash fow
	Carrying amount Total Less than 1 year 1-5 years More than 5 years
	999.54 999.54 999.54 - - 19,116.32 19,116.32 19,116.32 - - 39.70 39.70 39.70 - - 34.30 34.30 34.30 - -
	20,189.86 20,189.86 20,189.86 - -
	Contractual cash fow
	Carrying amount Total Less than 1 year 1-5 years More than 5 years
	437.28 437.28 437.28 - - 18,291.78 18,291.78 18,291.78 - - 41.96 41.96 41.96 - - 37.05 37.05 37.05 - -
	18,808.07 18,808.07 18,808.07 - -

Note 40: De-merger of Automobile Seating Business: With the view to create a separate and focused entity to support the ‘Automobile Seating Business’ of the Company, and to capitalize the growth opportunities in a focused manner, the Board of Directors at its meeting held on April 5, 2019 approved a Scheme of arrangement between the Company and NDR Auto Components Limited (wholly owned subsidiary company) and their respective shareholders and creditors u/s 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013 (“Scheme”), which is subject to requisite approval(s). The Scheme, inter-alia, envisages demerger of ‘Automobile Seating Business’ of the Company and transfer and vesting thereof into NDR Auto Components Limited, on a ‘going concern’ basis w.e.f. December 31, 2018 i.e. appointed date.

Note 41: In view of the management, the current assets (financial & other) have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet.

Note 42: Figures have been rounded off to the nearest lakhs upto two decimal place except otherwise stated.

For and on behalf of the Board of Directors of Sharda Motor Industries Limited

(Kishan N. Parikh) (Sharda Relan) (Ajay Relan) Chairperson Co-Chairperson Managing Director DIN 00453209 DIN 00252181 DIN 00257584 Place of Signature: New Delhi (Vivek Bhatia) (Nitin Vishnoi) Date: May 27, 2019 President & CFO Company Secretary M.No. 89846 M.No. F3632

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Annexure 13

This is an Abridged Prospectus containing salient features of business of NDR Auto Components Limited(“ResultingCompany”or“NACL”) and Scheme of Arrangement involving theSharda Motor Industries Limited (“Demerged Company” or “SMIL”) andResulting Company. You may download the Scheme of Arrangement from the website of Sharda Motor Industries Limited and the Stock Exchanges where the equity shares of Sharda Motor Industries are listed (“ Stock Exchanges ”), viz.:www.shardamotor.com, www.nseindia.com and www. bseindia.com.

NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS ABRIDGED PROSPECTUS

NDR Auto Components Limited

(NDR Auto Components Limited was incorporated on March 19, 2019 under the provisions of the Companies Act, 2013 with the Registrar of Companies NCT of Delhi & Haryana. The Corporate Identification Number of the Company is U29304DL2019PLC347460)

Regd. Office: D-188, Okhla Industrial Area, Phase-I,New Delhi – 110020 Tel.: +91 11 47334100; E-mail: [email protected] Contact Person: Mr. Dharam Asrey Aggarwal

Promoter of the Resulting Company: Sharda Motor Industries Limited

Please ensure that you also read the Scheme of Arrangement which has been approved by the Board of Directors of SMIL and NACL, and the Audit Committee of SMILvide their respectiveresolutions datedApril 5, 2019. The shareholders are advised to retain a copy of the Abridged Prospectus for their future reference.

FOR PRIVATE CIRCULATION TO THE SHAREHOLDERS OF SMIL ONLY

ABRIDGED PROSPECTUS

In the nature of an Abridged Prospectus containing salient features of the Scheme of Arrangement between Sharda Motor Industries Limited (hereinafter referred to as “SMIL” or the “Demerged Company”) and NDR Auto Components Limited (hereinafter referred to as “NACL” or the “Resulting Company”) and their respective shareholders and creditors under Sections 230 to 232 and the rules made thereunder read with section 66 of the Companies Act, 2013 (hereinafter referred to as the “Scheme”). This Abridged Prospectus discloses applicable information of the unlisted entity i.e. NDR Auto Components Limited, in compliance with SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended (the “SEBI Circular”) relating to the Scheme.

This document is prepared to comply with the requirement of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular, and sets out the disclosures in an abridged prospectus format as provided in Part Eof Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,2018 (“SEBI ICDR regulations, 2018”), to the extent applicable. The equity shares of Demerged Company are already listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) (NSE and BSE are collectively referred to as the “Stock Exchanges”). Pursuant to the Scheme, Resulting Company will issue and allot equity shares to the shareholders of the Demerged Company, whose names appear in the Register of Members of Demerged Company, on a date (hereinafter referred to as “Record Date”) to be fixed in that behalf by the Board of Directors of the Demerged Company in consultation with the Resulting Company for the purpose of reckoning the names of the equity shareholders of Demerged Company, its equity shares in the ratio of 1 (One) equity share of face value Rs.10/- (Rupees Ten only) each credited as fully paid-up in the Resulting Company for every 1 (One) equity share of face value of Rs. 10/- (Rupees Ten only) each held in Demerged Company as on the record date. The equity shares so issued by Resulting Company will be listed on the Stock Exchanges. The requirements with respect to General Information Document are not applicable and this Abridged Prospectus should be read accordingly.

COMPANY’S ABSOLUTE RESPONSIBILITY

Demerged Company, having made all reasonable inquiries, accepts responsibility for and confirms that the Abridged Prospectus contains all information with regard to Demerged Company and the Scheme, which is material in the context of the Scheme, that the information contained in the Abridged Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which will make the Abridged Prospectus as a whole, or any of such information or the expression of any such opinions or intentions, misleading in any material respect.

MERCHANT BANKER

Sundae Capital Advisors Private Limited

611, Shahpuri Tirath Singh Tower 58, C - Block, Community Centre JanakPuri, New Delhi - 110 058 Tel: +91 11 4914 9740 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.sundaecapital.com SEBI Regn. No.: INM000012494

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GENERAL INFORMATION

NDR Auto ComponentsLimitedwas incorporated on March 19, 2019 under the provisionsof the Companies Act, 2013 with the Registrar of Companies NCT of Delhi & Haryana. The Corporate Identification Number of the Company is U29304DL2019PLC347460.

Registered Office of the Company

Registered office of the Company is situated at D-188, Okhla Industrial Area, Phase-I,New Delhi – 110020.

Registrar& Share Transfer Agent

As on date the Company has not appointed any Registrar& Share Transfer Agent.

Statutory Auditor

M/s. Gupta Vigg& Co., Chartered Accountants E-61, Lower Ground Floor, Kalkaji, New Delhi – 110 019

SCHEME DETAILS AND PROCEDURE

Pursuant to the Scheme of Arrangement between Sharda Motor Industries Limited ( “SMIL” or “DemergedCompany” ) and NRD Auto Components Limited (“ NACL ”or “Resulting Company” ) and their respective shareholders ( “Scheme” ), the automobile seating undertaking of the Demerged Company engaged in the manufacturing of automobile seating is proposed to be demerged into NACL. For the purposes of obtaining approval under Regulation 37 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the designated stock exchange is the National Stock Exchange of India Limited.

In consideration of the aforementioned demerger, NACL shall issue equity shares to shareholders of the SMILin the manner as set out in the Scheme.

PROMOTERS OF THE DEMERGED COMPANY

The Promoter of NACL is Sharda Motor Industries Limited (“ SMIL ”) and holds100% of the total outstanding issued and paid-up share capital of NACL, prior to giving effect to the proposed Scheme,entire capital (100%) of the Capital arecurrently held by Sharda Motor Industries Limited. SMIL was incorporated under the provisions of Companies Act, 1956 on January 29, 1986 bearing Corporate Identification Number L74899DL1986PLC023202. The registered office of SMIL is situated at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020.The equity shares of SMIL are listed on Bombay Stock Exchange Limited (“BSE”) & National Stock Exchange of India Limited (“NSE”).

SMIL has the following business undertakings:

a) Suspension, Exhaust, Silencer, Canopy and White Goods Undertaking engaged in manufacturing of suspension, exhaust, silencer, Canopy and white goods i.e. Air Conditioner & Components thereof; and
(a) Automobile Seating Undertaking engaged in manufacturing of automobile seating.

Largest listed group companies (based on market capitalisation)

1) Sharda Motor Industries Limited
2) Bharat Seats Limited

BUSINESS MODEL/BUSINESS OVERVIEW AND STRATEGY

Overview

NDR Auto Components Limited (“ NACL ”) was incorporated on March 19, 2019. The main objects of the Company are :

i. To carry on the business of assembling, blending, manufacturing, design, development, dealing and supplying components, engineering goods, equipment and interior components for the automotive and non-automotive industry for domestic and export purposes.
ii. To carry on the business of manufacturing fabricating and assembling, buying, selling, Import, export, distribution and dealing in or all and every kind of automotive components including seats, spare parts and component for the seats and to deal in each and every kind of activity associated with the manufacture and trading of any kind of components, whether directly or indirectly or whether in India or abroad.
iii. To carry on the business of manufacturing, trading, import, export in any and of or every kind of parts, interiors and components made from rubber, foam, rubberized foam, coir, yarn, (whether synthetic or woolen) whether used singly or by blending of or with various chemicals for various automotive or non-automotive application.
iv. To carry on the business of design, development, testing, validation of all and every type of components, advisory of setting up of manufacturing line, process(es), suppliers of technical know-how, equipments and man power suppliers, site planners etc.

Pursuant to Scheme of Arrangement, SMIL will demerge the Automobile Seating Undertaking engaged in manufacturing of automobile seating into NACL w.e.f. December 31, 2018 (end of the day), the appointed date.The proposed restructuring pursuant to this Scheme is expected, inter alia, to result in following key benefits:

(A) The Automobile Seating Undertaking carried on by SMIL has significant potential for growth. The nature of risk, competition, challenges, opportunities and business methods for the Automobile Seating Undertaking is separate and distinct from the other business of the Company. The Automobile Seating Undertaking would become capable of attracting a different set of investors, strategic partners, lenders and other stakeholders and would further enhance the shareholders wealth.
(B) The management teams and Board of Directors of SMIL and NACL would be able to chart out independent strategies of their respective businesses to maximize value creation for their respective stakeholders. Demerger shall enhance focus of management on the

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operations of the Automobile Seating Undertaking by NACL and Suspension, Exhaust and Silencer, White goods Undertaking (Other than Automobile Seating Undertaking)by SMIL.

(C) As part of the Resulting Company, the Automobile Seating business shall be amenable to benchmarking, and be in a position to attract the right set of investors, strategic partners, employees and other relevant stakeholders.

(D) The demerger will permit increased focus by SMIL and NACL on their respective businesses in order to better meet their respective customers’ needs and priorities, develop their own network of alliances and talent models that are critical to success.

BOARD OF DIRECTORS OF THE RESULTING COMPANY

Sr. No.	Name, DIN and Address	Designaton	Experience
1.	Ms. Sharda Relan DIN :00252181 Address: 25, Sardar Patel Marg Chanakya Puri, New Delhi – 110 021	Director	Smt. Relan, 84 year, has a more than 52 yearsof experience in management in automobile components sector and fnancial services. She is also associated with various charitable insttutons and is an actve member of Inner Wheel Club and Child Society of India. She plays an actve role in various social organizatons.
2.	Mr. Ajay Relan DIN : 00257584 Address: 25, Sardar Patel Marg Chanakya Puri, New Delhi – 110 021	Director	Sh. Ajay Relan completed his B.Com (Hons.) and took three years training from Harvard Business School, U.S.A under Owner/President Management (O.P.M.) Programme. He is an entrepreneur having more than 35 years experience in the line of manufacture of automobile components and setng up of new projects and its successful implementaton.
3.	Mr. Dharam Asrey Aggarwal DIN: 07720007 Address: B-21 Rampuri, Near Surya Nagar, Ghaziabad- 201011	Director	Sh. Dharam Asrey Aggarwal has an experience of more than 43 years in the area of fnance & accounts. He is well equipped with the techniques and strategies of operatons of business. He is a leader and motvator, who has always believed in the principle of team work.

OBJECTS OF THE ISSUE

The ResultingCompany does not propose to raise any capital and the equity shares of the ResultingCompany are unlisted. The Resulting Company will issue its equity shares to the shareholders of Demerged Company on the Record Date to be fixed in this behalf by the Board of Directors of the Demerged Company in consultation with the Resulting Company in the ratio as specified in the Scheme and approved by the Hon’ble NCLT. The equity shares so issued by the Resulting Company will be listed on the Stock Exchanges.

Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues/rights issues, if any, of the Company in the preceding 10 years: Not Applicable

CAPITAL STRUCTURE OF THE RESULTING COMPANY

PRE SCHEME
Authorised Share Capital	`1,00,000 comprisingof 10,000 equityshares of face value`10 each
Issued, Subscribed and Paid up	`1,00,000 comprising of 10,000 equity shares of face value`10 each
Capital
POST SCHEME
Authorised Share Capital	The Company has given an undertaking dated September 7, 2019, that pursuant to the
	efectveness of the Scheme of Arrangement the company will increase the authorised
	share capital.
Issued, Subscribed and Paid up	`5,94,63,260 comprising of 59,46,326 equity shares of face value`10 each
Capital

Based on the above, the pre and post Scheme shareholding pattern of the ResultingCompany would be as under:

Sr. No.	Partculars	Pre Scheme	Pre Scheme	Post Scheme	Post Scheme
		(number of	(%age holding)	(number of	(%age holding)
		shares)		shares)
1	Promoter and Promoter Group*	10,000	100.00	43,52,579	73.20
2	Public	-	-	15,93,747	26.80

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3	Custodians / Non Public Non promoter	-	-	-	-
	shareholders
	Total	10,000	100.00	59,46,326	100.00

includes 6 (Six) Nominee Shareholders holding 1 (one) share each on behalf of SMIL.

SUMMARY OF AUDITED FINANCIALS OF THE RESULTING COMPANY

NDR Auto Components Limited was recently incorporated on March 19, 2019. Hence, the company is yet to prepare the financial statements.

INTERNAL RISK FACTORS

The Scheme for transfer and vesting of ‘Automobile Seating Undertaking’ of the Demerged Company to the Resulting Company with effect from the Appointed Date is subject to the conditions / approvals as envisaged under the Scheme and any failure to receive such approvals will result in non-implementation of the Scheme and may adversely affect the shareholders.
Any increase in prices of raw materials will raise Company’s manufacturing costs and could affect the profitability.
The Company’s business is dependent on its manufacturing facilities. The loss of or shutdown of operations at any of its manufacturing facilities may have a material adverse effect on its business, financial condition and results of operations.
Our future growth will be contingent upon our ability to finance our working capital requirements.
Our industry is competitive and increased competitive pressure may adversely affect the resultsof our operations
Change in the regulatory environment may significantly impact the Company’s business model and operations.
Our Company requires a number of approvals, licenses, registrations and permits for its business and failure to obtain or renew them in a timely manner may adversely effect its operations.
We are susceptible to product liability claims that may not be covered by warranties and assurances from our suppliers or by insurance, and which, if successful, could require us to pay substantial sums.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS

A. Total number of outstanding litigations against the Company and amount involved: Nil
B. Regulatory action, if any. Disciplinary action taken by SEBI or stock exchange against the Promoter / Promoter Group companies in the last 5 years including outstanding action, if any: SMIL is the sole promoter of the Resulting Company. No regulatory / disciplinary action has been taken by SEBI or stock exchanges against SMIL / Promoter Group companies in the last 5 years nor is any such matter pending for disposal.
C. Brief details of outstanding criminal proceedings against Promoter (SMIL):Nil

ANY OTHER MATERIAL INFORMATION OF THE COMPANY: NIL

DECLARATION BY THE COMPANY

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992 as the case may be, have been complied with and no statement made in this abridged prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in this Abridged Prospectus are true and correct.

For NDR Auto Components Limited

Sd/-

Dharam Asrey Aggarwal Director

Date: September 16, 2019

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Sharda Motor Industries Limited

(CIN: L74899DL1986PLC023202) Registered Office: D-188, Okhla Industrial Area, Phase I, New Delhi 110020 Tel.: +91 11 4733 4100 Fax: +91 11 2681 1676 Email: [email protected] Website: www.shardamotor.com

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

NEW DELHI, BENCH

COMPANY PETITION NO. CA (CAA)- 137 (PB) / 2019

In the matter of the Companies Act, 2013;

And

In the matter of sections 230 to 232 read with Section 66 and other provisions of the Companies Act, 2013;

And

In the matter of Scheme of Arrangement between Sharda Motor Industries Limited (“Demerged Company / SMIL”) With NDR Auto Components Limited (“Resulting Company/ NACL”) and their respective shareholders and creditors

UNSECURED CREDITORS MEETING

PROXY FORM

Form MGT-11

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

Name : Jt. : Address :

Folio No./ DP ID/ Client ID : E-mail id :

I/We being the Unsecured Creditor(s) of Sharda Motor Industries Limited do hereby appoint:

(1)	Name: ……………………………....................……… Address …………….................................................................……………………………………………………
	E-mail id…………………..........................................……………..............…............ Signature ……........….......…………………………. or failing him / her;
(2)	Name: ……………………………....................……… Address …………….................................................................……………………………………………………
	E-mail id…………………..........................................……………..............…............ Signature ……........….......…………………………. or failing him / her;
(3)	Name: ……………………………....................……… Address …………….................................................................……………………………………………………
	E-mail id…………………..........................................……………..............…............ Signature ……........….......…………………………................................

as my / our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Court Convened Meeting of Unsecured Creditors of the Company to be held on Wednesday, 20[th ] November, 2019 at 2:00 P.M. (IST) at PHD Chamber of Commerce & Industry, 4/2 Siri Institutional Area, August Kranti Marg, New Delhi – 110016, India, and at any adjournment thereof in respect of such resolutions as are indicated below:

S. No.	Resolutons	Resolutons
1.	The Scheme of Arrangement between Sharda motor Industries Limited (Demerged Company) and NDR Auto Components Limited (Resultng Company) and their respectve shareholders and creditors under Sectons 230 to 232 read with Secton 66 and other applicable provisions of the Companies Act, 2013
Signed this ……………….day of ………………….2019 Signature of Unsecured Creditor ………………………………..		Afx Re 1.00 Revenue Stamp
Signature of proxy holder(s) ………………………….....

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Note:

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.
Please affix appropriate revenue stamp before putting signature.
For the resolution along with its notes and explanatory statement please refer to the notice of Court Convened Meeting of Unsecured Creditors.
Please complete all details including details of Unsecured Creitor(s) in the above box before submission.
All alterations made in the Proxy form should be initialled.
Proxy need not be a Unsecured Creditor of Sharda Motor Industries Limited.
In case of multiple proxies, the proxy later in time shall be accepted.

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Sharda Motor Industries Limited

(CIN: L74899DL1986PLC023202) Registered Office: D-188, Okhla Industrial Area, Phase I, New Delhi 110020 Tel.: +91 11 4733 4100 Fax: +91 11 2681 1676

Email: [email protected] Website: www.shardamotor.com

MEETING OF THE UNSECURED CREDITORS OF SHARDA MOTOR INDUSTRIES LIMITED ATTENDANCE SLIP

S. No. :

Name and Address of the Unsecured Creditor : (IN BLOCK LETTERS)

Name and Address of Proxy (IN BLOCK LETTERS)

I/We hereby record my/our presence at the Meeting of Unsecured Creditors of the Company, convened pursuant to Order dated October 10, 2019 of the Hon’ble National Company Law Tribunal, New Delhi, Bench at PHD Chamber of Commerce & Industry, 4/2 Siri Institutional Area, August Kranti Marg, New Delhi – 110016, India on Wednesday, the 20[th] November, 2019 at 2:00 P.M. (IST).

Unsecured Creditor(s) / Proxy’s Name in Block letters

Unsecured Creditor(s) / Proxy’s signature

Note:

Please complete the name, sign this Attendance Slip and handover at the Attendance Verification Counter at the meeting hall.
Physical copy of the Notice for the Meeting of Unsecured Creditors along with the Attendance Slip and Proxy Form is sent in the permitted mode(s) to all members whose email addresses are not registered or who have requested for a hard copy.
Unsecured Creditors attending the meeting in person or by proxy or through authorised representative are requested to complete and bring the Attendance slip with them and hand it over at the entrance of the meeting hall.

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AI assistant

Sharda Motor Industries Ltd — Proxy Solicitation & Information Statement 2019

61774_rns_2019-10-18_f28fa96c-9b04-4d68-8772-045ae369a11a.pdf

Sharda Motor Industries Ltd.

SMIL: LISTING: 19- -02 .20/1810

Sub: Notice of the Meetinq of Unsecured Creditors of Sharda Motor Industries Limited "the Company" convened in pursuance to the directions of the New Delhi Bench of the National Company Law Tribunal

Dear Sir/Madam,

Sharda Motor Industries Ltd.

Encl. as above

SHARDA MOTOR INDUSTRIES LIMITED

MEETING OF UNSECURED CREDITORS OF SHARDA MOTOR INDUSTRIES LIMITED

MEETING:

INDEX

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

NEW DELHI BENCH COMPANY PETITION NO. CA (CAA)- 137 (PB) / 2019

And

And

AND

NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITORS OF SHARDA MOTOR INDUSTRIES LIMITED

To,

ITEM NO. 1

APPROVAL TO THE SCHEME OF ARRANGEMENT

Notes:

NEW DELHI BENCH

And

And

AND

AND

STATEMENT UNDER SECTIONS 230 to 232 AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

OVERVIEW

PARTICULARS OF THE DEMERGED COMPANY

PARTICULARS OF THE RESULTING COMPANY

CORPORATE APPROVALS

APPROVALS AND SANCTIONS IN RELATION TO THE SCHEME

SALIENT FEATURES OF THE SCHEME

The aforesaid are only the salient features of the Scheme. The unsecured creditors are requested to read the entire text of the Scheme annexed hereto and get fully acquainted with the provisions thereof.

SUMMARY OF SHARE ENTITLEMENT REPORT INCLUDING THE BASIS OF VALUATION AND FAIRNESS OPINION

EFFECT OF THE SCHEME

GENERAL

SCHEME OF ARRANGEMENT

BETWEEN

SHARDA MOTOR INDUSTRIES LIMITED

AND

NDR AUTO COMPONENTS LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PREAMBLE

A. Background

B. Rationale for the Scheme of Arrangement

C. Treatment of Scheme for the purposes of Income-Tax Act, 1961

D. The Scheme is divided into the following parts:

PART A - DEFINITION AND SHARE CAPITAL

1. DEFINITIONS

1.1

1.2

1.3

1.4

1.4.1

1.4.2

2. DATE OF TAKING EFFECT AND OPERATIVE DATE

3. CAPITAL STRUCTUREOF THE COMPANIES

4. MAIN OBJECTS

PART B - TRANSFER AND VESTING OF AUTOMOBILE SEATING UNDERTAKING (READ WITH SCHEDULE I AND SCHEDULE II) FROM SMIL TO NACL

5. TRANSFER AND VESTING OF AUTOMOBILE SEATING UNDERTAKINGFROM DEMERGED COMPANY TO RESULTING COMPANY

6. LEGAL PROCEEDINGS

6.3.

7. CONTRACTS, DEEDS, ETC.

8. SAVING OF CONCLUDED TRANSACTIONS

8.1.

9. STAFF, EMPLOYEES & WORKMEN

9.1.

10. CONDUCT OF BUSINESS

11. TREATMENT OF TAX

12. CONSIDERATION

“for every 1 (One) equity share of face value of INR10/- (Rupees Ten only) each held in SMIL as on the Record Date, the equity shareholders of SMIL shall be issued 1 (One) equity share of face value INR10/- (Rupees Ten only) each credited as fully paid-up in NACL”

13. ACCOUNTING TREATMENT

Accounting treatment in the books of SMIL

Accounting treatment in the books of NACL

14. REDUCTION OF SHARE CAPITAL OF NACL

15. REMAINING BUSINESS TO CONTINUE WITH SMIL

Sharda Motor Industries Ltd Proxy Solicitation & Information Statement 2019