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EQUITY - MARKET SCREENER

Bosch Ltd
Industry :  Auto Ancillaries
BSE Code
ISIN Demat
Book Value()
500530
INE323A01026
3623.7960591
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
BOSCHLTD
38.65
47044.27
EPS(TTM)
Face Value()
Div & Yield %
412.7
10
1.32
 

As on: Jul 04, 2022 09:06 PM

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

The Directors have pleasure in presenting the SIXTY NINTH Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2021.

1. Financial Results

The following are the financial highlights for the Financial Year 2020-21:

[Mio INR]

Particulars 2020-21 2019-20
Sale of Products 89,646 89,441
Of which Export Sales 8,606 7,869
Profit before exceptional item and tax 13,110 16,364
Exceptional items 7,439 7,167
Profit before Tax 5,671 9,197
Provision for tax 846 3,349
Profit After Tax from continuing operations 4,825 5,848
From discontinued operations - 650
Profit for the year 4,825 6,498
Other Comprehensive income (Net of tax) 3,799 (1,333)
Total Comprehensive income 8,624 5,165

The Company does not propose to transfer any amount to Reserves for the year under review.

2. Dividend

Pursuant to the requirements of regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy. This Policy is uploaded on the website of the Company and can be accessed at https://www.bosch.in/media/our_ company/shareholder_information/2017_2/dividend_ distribution_policy_2017.pdf. This policy is enclosed as Annexure ‘A' to this Report.

In line with the Dividend Distribution Policy, the Board has recommended a Dividend of INR 115/- per share for the Financial Year 2020-21, aggregating to Mio INR 3,392. The dividend payout ratio is approximately 70.3%. The Dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

3. Management Discussion and Analysis

In order to avoid duplication between the Directors' Report and Management Discussion and Analysis, a composite summary of the Company's performance and its various business segments is given below:

3.1 Economic Scenario

3.1.1 Global Economy

The year 2020 has been an unprecedented year. Covid-19 struck the global economy inflicting high and rising human cost worldwide. Governments and central banks across the world stepped in with fiscal and monetary support and global economic recovery from the depths of the Covid-19 plunge has proceeded significantly faster than what most envisioned.

The global economy is headed into a goldilocks scenario over the next couple of years. Vaccine production and distribution is picking up to the point where the achievement of herd immunity to Covid-19 will be within reach for significant portions of the globe over the quarters ahead. Pent-up consumer demand fueled by ample fiscal support for household incomes will be boosting growth as economic activity normalizes. Major central banks have essentially committed to look through – indeed to look favourably upon – any transitory price pressures that arise in sectors that struggle to keep up with surging demand. And while market yields will have risen enough to eat part way into very favourable financial conditions, those back-ups will be more reflective of strong growth prospects than fears of persistently higher inflation, which according to the Fed is transitory in nature.

IMF now projects global growth at 6% in 2021 moderating to 4.4% in 2022. The upward revision reflects additional fiscal support in a few large economies, the anticipated vaccine-powered recovery in the second half of 2021, and continued adaptation of economic activity to subdued mobility.

3.1.2 Indian Economy

India was one of the worst hit economies between April – June 2020 quarter with GDP growth contracting by 23.9% primarily driven by the rigorous nature of our lockdown. That said, our economy came back strongly and while FY 20-21 will still be a contraction of ~7.3%, the pace of contraction is much lower contrary to most expectations.

Most recently, India witnessed a sharp second wave and while resultant health and humanitarian crisis was most severe, the economy is expected to bounce back and grow between 8-10% in FY 21-22. At present, the biggest challenge for India continues to be vaccinating its large population more so given the impending third wave. RBI in-turn has remained proactive in supporting the economic and financial markets through a series of rate easing, liquidity, bond purchase and regulatory measures, without which there would have been a further growth sacrifice. Conventional rate easing measures have been supplemented by unconventional measures such as Open market operations, Operation Twist, Special Liquidity Facility, Long Term Repo Operations, Targeted long-term repo operation, Government Securities Acquisition Programme, most of which were unthinkable even a few years back. INR has largely been range bound against the USD (72-75) primarily driven by record balance of payment surplus and massive amount of Forex reserves accumulated by RBI.

3.2 Industry Structure and Development

Automotive:

The Covid-19 pandemic has added to the woes of an already ailing automotive industry. New-vehicle sales and production had already been falling before the pandemic. Automotive sales volumes were subdued during FY 20-21 marred by multiple factors such as slowing economic growth, increased cost of ownership because of mandatory insurance and safety regulations. However, the decline deepened during the lockdown imposed in April-June (the first quarter of the FY 20-21) and restrictions imposed since then. Apart from economic turmoil and sales restrictions, the transition to Bharat Stage VI (BS VI) emission norms, mandated from April 1st, 2020, led to an increase in purchase prices, further affecting sales and output.

Post unlocking of the economy, the automobile industry has been continuously witnessing strong sales month on month, driven by improvement in economic activities, low interest rate regime, and improvement in financing availability.

Demand for Passenger Vehicles was stronger than expected once Covid-19 related lockdown restrictions were lifted due to shift in preference towards personal mobility. This was reflected in strong demand with first-time buyer (FTB) share increasing to 50% in FY 20-21 (from 45% in FY20) of domestic volumes. Industry registered healthy retail numbers during the festive season. Moreover, traction in the PC market continued post festive season as well. Preference of compact SUV, SMART cars with infotainment & connected features and attraction towards automatic over manual transmission is triggering replacement demand attracting the present youth. Government has ensured abundant liquidity through Reserve Bank of India. This has created attractive lending rates which leads to demand creation.

The pandemic has hit sales of Commercial Vehicles, especially medium and heavy Commercial Vehicles, even harder than those of passenger cars. This will be the second consecutive year of decline in the market, which suffered decline in FY 19-20, after peaking in FY 18-19. Sales slumped in 2019 as the economy slowed and manufacturers ended output of some models to meet BS-VI emission standards, which became mandatory from April 2020.

Domestic demand has been weak over the last two years due to reasons such as excess capacity created after new axle load norms, slowdown in the economy and limited driver availability. However, strong rural recovery, increased fleet utilization and government's measures to revive the economy through infra spending will likely drive volume going forward. Infrastructure development in Bharat Mala and Sagar Mala projects - out of 84,000 kms road development projects 34,800 kms is targeted to be completed by 2022. Tippers and construction vehicles are required to execute this massive project. LCV dealer inventory was on the lower side as transition from BS IV to BS VI, boom in e-Ecommerce and last mile delivery created massive demand for LCV. Increasing penetration of e-Commerce in tier 2 and tier 3 city supported growth. This was driven mostly by commute between warehouse in outskirts to inside the city's door delivery.

Agriculture output has consistently seen double digit growth coupled with government stimulus which ensures demand from rural economy. Buoyant rural sentiments owing to good monsoon in CY21 positive farm sentiments on account of better crop profitability, high government support through income support schemes, higher rural expenditure (agriculture expenditure estimated to be higher by ~52% on-year in H1 FY21), good water reservoir levels, high crop acreage (Rabi acreage at highest level of 65 million hectares), procurement (Kharif procurement up 27% YoY in 9M FY21) and remunerative prices has led to strong tractor demand outperforming the overall automotive industry. Two-wheeler demand for FY 20-21 was impacted and key reason for the fall in two-wheeler sales is the BS-VI price hike which has increased two-wheeler prices by 10-15%. Moreover, Covid-19 and its associated lockdown had impacted income sentiments especially in the first half of the fiscal year while high fuel prices have pushed up cost of ownership in the second half.

However, positive rural income sentiments supported motorcycle demand.

Vehicle Production Growth Rates:

Vehicle production growth over previous Fiscal Year (+ / -)
FY 13- FY 14- FY 15- FY 16- FY 17- FY 18 FY 19- FY 20-
Segment
14 15 16 17 18 -19 20 21
HCV -20% 26% 24% 2% 3% 28% -47% -22%
LCV -14% -10% 3% 6% 18% 22% -21% -15%
Car + UV -4% 6% 6% 11% 6% 0% -15% -11%
3 Wheeler -1% 14% -2% -16% 31% 24% -11% -46%
Tractor 22% -13% -7% 21% 14% 14% -15% +27%
2 Wheeler 7% 10% 2% 6% 16% 6% -14% -13%
TOTAL -2% 5% 2% 6% 15% 7% -14% -13%

Non-Automotive:

The Indian Professional Tools market is estimated to be around INR 16 billion by value in the year 2020 (factoring Covid-19 impact) and is expected to grow at a CAGR of 10% (2021). This is in line with the estimated government spends on infrastructural projects, and expected investment in manufacturing industries. Since the impact of second wave of Covid-19 is very severe in India, we would need to evaluate further on the market scenario and market trends. Spending power of people has come down considerably and people would be looking for most affordable solution from power tools industries. The Building technology (Security technology) market in India is growing at 5% driven by the need to secure Critical Infrastructure, Government Buildings, Public and Private Spaces. The technology trends in this space are evolution and maturity of IP Convergence, analytics and seamless integration. The market is also preparing itself to deal with the challenging threats and changes driven by fast changing hardware and software. The Industry is also maturing driven by the renewed scope in Regulation and Bottoms-up desire to feel safe and secure.

The overall slowdown in the economy has resulted in slowing demand for Solar PV EPC projects and Energy Efficiency solutions from commercial and industrial segment customers. Solar PV projects has seen an upward trend mainly in the Opex model during this period. Energy Efficiency solutions demand is supported by pollution control and energy savings measures adopted by the government agencies and many corporations.

3.3. Business and segment wise performance

The overall performance of the Company witnessed a marginal decline of 1.3%. Mobility business (Automotive) revenue increased by 0.4%, while the Business beyond mobility (Others) reduced by 9.6%, Domestic mobility business witnessed increase of 1.2%, mainly driven by Powertrain Solutions due to various economic, industrial and emission norms factors driving the auto industry.

As the Company predominantly operates in manufacturing and trading of mobility solutions, this constituted 84.6% of total sales for the Financial Year 2020-21. The Business beyond mobility, comprising of Industrial Technology, Consumer Goods and Energy and Building Technology, had a share of 15.4%. Thus, the operating segment is broadly classified into "Mobility Business" (Automotive Products) and "Business beyond mobility" (Others).

3.3.1 Operating Segment

Mobility Business:

Powertrain Solutions

The division Powertrain Solutions (PS) combines the strengths of the smart, diversified and sustainable powertrain under the vision PASSION TO MOVE. PS offers integrated solutions in the market segments Electric Vehicles (EL), Passenger Cars (PC) and Commercial Vehicles / Off-Road (CV/OR) and aims to become no. 1 provider of products and solutions in the diversified powertrain sector ranging from gasoline and diesel injection to electrified drives with battery and fuel cell technologies. Powertrain Solutions is pushing ahead with the further development of innovative, eco-friendly technologies and systems based on diesel and gasoline. They include engine management systems, fuel supply modules, fuel injectors, pumps, and ignition systems. For diesel systems, the division is developing even more fuel-efficient and eco-friendly injection systems for applications ranging from passenger cars and commercial vehicles of all kinds to industrial power-generation units.

During Q1 of FY 20-21, the Covid-19 situation had necessitated a nation-wide lockdown which resulted in supply chain restrictions, man power constraints, semiconductor crisis, absenteeism and liquidity crisis. Despite this we made a sound recovery commencing from Q3 of FY 20-21.The implementation of BSVI also helped us witness a good turnover for new generation products.

Overall automotive market during FY 20-21 was effected by unfavourable economic conditions owing to the Covid-19 pandemic. We still managed to end the year on a positive note due to the increase in demand in the tractor market that is owing to favourable monsoon, expansion in Rabi acreage, very high reservoir levels, government incentives and greater liquidity in the hands of farmers. The overview in HCV and LCV has also been good due to infrastructural projects across the nation such as road construction, mining, etc. and growing demand for better last mile connectivity.

With the onset of Covid-19, we also witnessed a growing demand for personal mobility contributing to increased demand in the two wheeler and PC segment. In addition to this, the growing demographic of the earning class has also contributed to this spike in demand in the two wheeler and PC segment. During the FY 20-21, we witnessed good demand for A-Pump for tractor market (106k pcs produced in Feb-21), Exhaust gas sensors for PC Segment, EPM 44 for two-wheelers.

In future, the growing working population and expanding middle class will remain the key drivers of growth for automobile industry. Further the increasing infrastructural activities across the nation, the growth in E-commerce activity and need for last mile connectivity, increasing demand for electric, battery and hybrid vehicles offers ample growth opportunity in the Indian automobile front.

Automotive Aftermarket (AA)

The automobile sector was battered and so was the automotive aftermarket after abrupt nationwide lockdown with severe economic contraction and reduced vehicle mobility. During these tough times, our main priority was to keep communication channel open with all our business partners and we rolled out massive training programs (product, sales, and digital offerings). Our approach of being closer to customer and generating demand for our products helped tremendously in this direction. Close monitoring of net cash flow became the norm for even cash surplus businesses. It was important for us that we support our partners in these unprecedented difficult times through innovative solutions including temporary waiver of penal interest and higher cash discounts to sustain their businesses.

AA created a task force to prepare our market approach as soon as markets open up and the same is continuing. With agility and high commitment we were able to capitalize on opportunities and go above and beyond expectations in times of crisis. Spark plugs, Batteries and Filters were one of the first products which started seeing spurt in demand right from unlock of lockdown, while bottlenecks linked to transportation still continued. Covid-19 has given a further push to independent workshop community to adopt more professional practices. Our journey through our Bosch Car Service has been phenomenal. Hygiene services & equipments are seeing increasing demand. In order to overcome the unprecedented challenge, AA embraced digitization to adapt to the new normal to serve customers. In 2020, even though we had a decline of 19.9%, we ensured the EBIT was same compared to PY. We continue to deliver the highest level of customer satisfaction through our purpose "Customer & Employee success through Demand generation".

Business beyond Mobility:

The Business beyond Mobility sales have declined by 9.6%; which was driven predominantly by Power Tool and Bosch Energy & Building Solution Division in domestic market; which contributed to 81% of total business beyond mobility during the year under review as compared to 81.7% during the previous financial year. However, export sales of total business beyond mobility decreased by 26% as compared to previous financial year.

Consumer Goods - Power Tools

The Power Tools division supplies power tools, power-tool accessories, and measuring technology. The division has an extensive product range aimed at professional users in trade and industry, the DIY market, and amateur crafters. One of the division's focal points is convenient, high-performance cordless tools, and great engineering progress.

During the year under review, the division's revenue had an increase of 2.2%, which is mainly driven by increase in dealership and e-commerce sales.

The Division aims at reducing the distance to its users and will continue to focus on improving their lives by providing affordable solutions. Its focus on the loyalty program and E-commerce channels for business would also continue to be essential contributors to the overall business growth.

Energy and Building Technology (Building Technology, Bosch Energy & Building Solutions)

Building Technology (Security Technology)

The Building Technology division manufactures innovative products and solutions in the field of security, safety and communications primarily for infrastructure and commercial applications. The product portfolio includes video surveillance, intrusion detection, fire detection and voice evacuation systems as well as access control and management systems. Critical Communication Systems, Professional audio and conference systems for communication of voice, sound and music complete the range. Bosch security division offers wide range of security solutions for every application to minimize risks and maximize security irrespective of the nature of security risk. The business saw a decline in revenue over the previous year by 28%, with the slowdown in the economic activities. However, verticals of Transportation, Government, Energy and Commercial sector contributed for the business growth. Futuristic products like the new Mega-Pixel 4K Cameras with user Interface, IP based Public Audio system, Professional Audio speakers and Amplifiers which were introduced during this period were well received.

Bosch Energy & Building Solutions

During this year, overall demand for Energy Efficiency solutions were muted due to prevailing economic situation. This has resulted in the overall energy division's de-growth compared to previous financial year. Division will concentrate on the business of energy efficiency projects for industrial heating and cooling efficiency improvement, with the end objective of enabling its customers in achieving energy cost saving and CO footprint reduction. The division continues to focus on sectors like pharma, FMCG, process and healthcare as strategic measures.

3.3.2 Revenue by geographical area

Contribution of export sales to the total sales increased to 9.4% for the year under review as compared to 9.1% during the previous financial year. The Company's exports, bulk of which were to Germany, China, Brazil and Bangladesh increased by 9.4% as compared to previous year majorly in Powertrain Solutions, Power Tools and Building Technology.

3.4 Financial Performance and Condition Sale of products

Sale of products increased by 0.2% over previous year on a comparable basis and stood at Mio INR 89,646.

Sale of services

Sale of services decreased by 8.8% over previous year. There is a lower recognition of income on R&D contracts relating to BS-VI projects completed during the current year.

Other operating revenue

Other operating revenue stood at Mio INR, 2,328 decreased by 28.8% over the previous year. This decrease is mainly contributed by higher Government Grant in Company's Nashik Plant under Package Scheme of Incentives received in the previous year as compared to current year.

Other income

Other income, which mainly comprises of mark-to-market gains, profit on sale of marketable securities and dividend income declined by 7.8% over the previous year.

Income from net gain on financial assets measured at Fair Value through Profit and Loss (FVTPL) was Mio INR 2,311 for the year under review as against Mio INR 2,054 in previous year. Income from interest on bank and inter-company deposits decreased by 27.2% due to fall in interest rates.

Cost of materials consumed

The cost of materials consumed as a percentage of total revenue from operations increased to 59.4% in FY 20-21 from 53.9% in FY 19-20. The increase is contributed by higher freight costs, change in product mix with higher traded goods, higher imports and higher material cost due to BS-VI components, currency fluctuations, partially offset by the cost reduction measures with our suppliers.

Personnel cost

Personnel cost for the year under review was Mio INR 9,316 as against Mio INR 12,685 of the previous year. The reduction is mainly due to transformation projects and EVR schemes.

The Company continues to focus on restructuring, redeploying and re-skilling its workforce based on its business needs in a fair manner, while sustaining productivity and competence.

Depreciation and amortization

The depreciation charge for the year under review was Mio INR 3,414 as against Mio INR 3,833 during the previous year ended on March 31, 2020. This is mainly on account of reduction in new investments.

Exceptional item

During the year, the company has made a provision of Mio INR 7,439 towards various restructuring, reskilling and redeployment initiatives. These provisions are in line with the company's transformation initiatives and to capitalize on opportunities emerging in electro mobility and other mobility solution businesses.

Provision for Tax

Tax Expense represents a net charge of Mio INR 846 in the year under review, as compared to Mio INR 1,901 in previous year. The effective tax rate for year under review was 14.9% as compared to 20.7% in previous year. The reduction is mainly on account of higher credit on account of tax adjustments of earlier years in the period under review.

Profit After Tax (PAT)

Profit after tax declined by 25.8%% to Mio INR 4,825 in the period under review from Mio INR 6,498 in previous financial year.

Other Comprehensive Income

The investment in equity securities is classified as financial assets through other comprehensive income as per the requirements of Ind AS 109. The changes in fair value of equity securities is recognized under other comprehensive income. Accordingly, the impact of Mio INR 3,799 (net of taxes) during the year under review is mainly due to increase in the fair value of those Investments.

Earnings per Share (EPS)

EPS (basic and diluted) of the Company for Financial Year 2020-21 was INR 164 per share as against INR 220 in FY 2019-20.

Share capital

As on March 31, 2021, the Authorized Share Capital comprises of 38,051,460 equity shares of INR 10 each. The issued, subscribed and paid-up capital is Mio INR 294.94 divided into 29,493,640 equity shares of INR 10 each.

Inter-se Transfer of Shares

199,84,324 equity shares of the Company held by Robert Bosch GmbH (Promoter) were transferred to Robert Bosch Internationale Beteiligungen AG (Wholly-owned subsidiary of Promoter) on February 24, 2021, by way of Inter-se Transfer.

Reserves & Surplus

Reserves & Surplus as on March 31, 2021 stood at Mio INR 87,776, which includes retained profits of Mio INR 87,350.

Other Reserve

Other Reserve increased from Mio INR 6,636 to Mio INR 10,150 mainly due to change in the fair value of equity investments valued in line with Ind AS.

Shareholders' fund

The total Shareholders' fund increased to Mio INR 98,221 as on March 31, 2021 from Mio INR 92,694 as on March 31, 2020, contributed from the retained earnings for the year.

Fixed assets – capital expenditure

The gross fixed asset value (including Capital Work-In- Progress) as on March 31, 2021 was Mio INR 37,041 compared to Mio INR 35,100 as on March 31, 2020. The Company made capital investments of Mio INR 2,456 during the year under review with major spend on the expansion of our Adugodi campus into a smart campus.

Investments

The total investments (excluding investment in property) as on March 31, 2021 was Mio INR 51,353 as against Mio INR 40,207 as on March 31, 2020.

During the year under review, the Company has made downstream investments in compliance with applicable provisions of Foreign Exchange Management Act, 1999.

Working capital Inventories

Inventory as on March 31, 2021 increased by 16.3% to Mio INR 12,985 from Mio INR 11,159 as on March 31, 2020.

Trade receivables

Trade receivables as on March 31, 2021 stood at Mio INR 13,894 as against Mio INR 14,130 as on March 31, 2020. This is supported by improved collections against overdue receivables.

Cash and Bank balances

The total cash and bank balances as on March 31, 2021 was Mio INR 24,505 (including cash and cash equivalent of Mio INR 2,889), compared to Mio INR 22,560 (including cash and cash equivalent of Mio INR 2,552) as on March 31, 2020.

Key Ratios:
Ratio 2020-21 2019-20
Debtor Turnover Ratio (in days) 57 61
Inventory to Sales Turnover Ratio
49 52
(in days)
Interest Coverage Ratio (percent) NA NA
Current Ratio 3 1.7 1.5
Debt Equity Ratio (percent) NA NA
Operating Profit Margin (percent) 8.4% 11.2%
Net Profit Margin (percent) 5.0% 6.6%
Return On Capital Employed (ROCE) (percent) 8.0% 11.4%
Return On Net Worth (RONW) (percent)2 5.5% 7.7%
Working Capital (No. of days)3 102 81
No. of Employees (average) 7,589 8,986

The Company does not have any interest bearing debts, borrowings or long term liabilities.

RONW increased due to higher PAT contributed by increase in turnover, cost efficiency measures and one time Gratuity impact in the previous year.

3 Without current investments

3.5 Human Resource Development and Industrial Relations

3.5.1 Human Resource Development

During the year under review, Human Resources (HR) continued its transformation initiatives, in a volatile and uncertain business environment, to cater to the organizational requirements. Initiatives like PARINATI & 3R (Restructure, Reskill, Redeploy), in a SCRUMM approach was also extended to the corporate areas under the initiative "Liberty" which helped to have a similar approach across the organization at Bosch Limited to make the organization "Fit for Future". The year gone by, industry was hit by pandemic and we are also no exception. During this pandemic, Covid-19, as an organization we showed extreme sensitivity towards our associates and made many changes in our people policies keeping in mind the need for business and employee well-being. The flexible work from home policy, with financial support for our associates to work from home/anywhere was implemented during this period. The organization tied up with external hospitals to ensure timely support to the associates and their family members in Covid-19 related treatments.

Towards the last quarter of 2020, we had undergone GPTW (Great Place to Work) survey across the Company to hear from our employees on how they trust the organization and also to understand where we stand as Bosch Limited. We were recognized now certified as a "Great Place to work". This is a great achievement for the organization as it comes in the midst where organization has undergone extensive people transformation initiatives and COVID situation impacted the way we interact with people from physical connect to remote connect as well as in the mental well-being of the associates. During this period we also engaged with top talent through a dedicated talent conversations, which was aimed at engaging, retaining and harnessing talent. The organization took special care to keep the communication channels active and at an intense level to ensure that all the queries of employees are answered and addressed in timely manner.

The Company continued its efforts to foster and drive younger generation towards future leadership, through participations at the National Competition for Young Managers 2020 conducted by the All India Management Association. The Company, through its Integrated Talent Management initiatives, continued to enable learning, networking and collaboration by emphasizing on cross entity movement between different Bosch legal entities enabling holistic development and encouraging integration across different entities/locations.

3.5.2 Industrial Relations (Employee Relations)

Transition from Industrial Relations to Employee Relations through increased employee engagement and increased collaboration lead to cordial atmosphere in the plants during the year under review.

The long-term wage settlement for manufacturing facility at Nashik and Naganathapura was concluded with bipartite settlement during August and October 2020 subsequently. The long drawn negotiations and conclusion of settlement in a fair and firm manner ensures and strengthens our journey towards "Fit for Future".

The year under review has also witnessed two months lockdown of entire business and also shock of pandemic for the entire year. The Workmen and Unions at our plants showed great maturity and collaboration in handling a once-in-a-lifetime situation. The Management and Union collaborated to newer heights to ensure highest safety for its employees and reciprocated generous support for business continuity to ensure sustainability. As the automotive market slowdown continues, a number of restructuring initiatives have been announced and implemented from 2019. Accordingly, rightsizing of the company is an absolute need of the hour. A total of around 1,700 blue-collar associates from Jaipur, Nashik, Bidadi and Naganathapura plant have availed the attractive early voluntary retirement scheme amicably in FY 20-21. As a part of people obsession, our blue-collar workers also have participated in initiatives like "Great Place to Work" to express their views. The year saw increased connect with Government and statutory bodies, structured engagement calendar, stringent compliance monitoring through self-audits and cross-audits etc. to strengthen employee relations. The company received appreciation from various stakeholders for its excellent practices and approach in the domain of Employee Relations focusing on engagement, collaboration and trust building.

3.6 Internal Audit and Internal Financial Controls

The Company has an Internal Audit function. The Internal Audit department provides an appropriate level of assurance on the design and effectiveness of internal controls, its compliance with operating systems and policies of the Company at all locations. Based on the internal audit report, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective measures thereon are presented to the Audit Committee.

The Company has an effective and reliable internal financial control system commensurate with the nature of its business, size and complexity of its operations. The internal financial control system provides for well-documented policies and procedures that are aligned with Bosch global standards and processes, adhere to local statutory requirements for orderly and efficient conduct of business, safeguarding of assets, detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable financial information. This also identifies opportunities for improvement and ensures that good practices are imbibed in the processes that develop and strengthen the internal financial control system and enhances the reliability of the Company's financial statements.

The Audit Committee reviews the internal audit plan, adequacy and effectiveness of the internal control system, significant audit observations and monitors the sustainability of remedial measures. It also reviews functioning of the Whistle Blower mechanism and reviews the action taken on the cases reported. The efficacy of the internal checks and control systems is validated by self-audits and verified by internal as well as statutory auditors.

3.7 Opportunities and Threats

The world continues to remain in the grip of Covid-19, and while the second wave is even more severe, this too will not last forever. At some point in not too distant future, the fear of this pandemic will most probably dissipate through some combination of effective treatments, vaccines and herd immunity. While there continues the threat of third wave, but like past infectious diseases that remain present today, the ingenuity of humankind has successfully contained them and learned how to live with them. On one hand, Covid-19 has been an extraordinary economic shock, the sharp recovery post first wave was even more surprising. Covid-19 is sure to leave long-lasting scars through multiple channels, including through unemployment, bankruptcies and debt. On the other hand, Covid-19 presents a once-in-a-lifetime opportunity for change. The Indian automotive market was already in a slowdown since last quarter of 2018. Pandemic worsened the demand, but with sharp recovery, supply chain was put under tremendous pressure to cope up. The challenge will be to manage the fluctuating demand, localized lockdowns, supply chain crisis and changing consumer behavior. After this long slowdown, it is an opportunity for the Company to transform itself in its ways of working and diversify itself in areas of growth. Digital technologies will play an important part and adoption will be fast tracked in every sphere of work. Government too will push for the fast adoption of technology in India to capitalize of opportunities emerging in the new world order. Company's mobility division will gain in this aspect from bringing newer technologies including electrification and digital services.

Upgradation of infrastructure and e-Commerce will play a big role too post Covid-19. Building and workplaces need to become smarter. Security and analytics on top of existing products will play an important role. This will bring opportunity for the Company's Beyond Mobility divisions dealing in domains like Building Technology and Consumer Goods (Power Tools).

From the various pronouncements of the government and its agencies, it is clear that climate change and reducing the oil bill is of paramount importance and thus use of alternate fuel viz. hydrogen, natural gas and electrification in mobility is the way forward. While we have worked closely with OEMs in various concurrent projects to deliver the BS-VI mandate, electrification also opens up new opportunities and challenges in the mobility space. FAME 2 (Faster Adoption for Manufacturing of Electric and Hybrid Vehicles) has been announced providing incentives for all EVs and promoting EV infrastructure. National Hydrogen Energy Mission (NHEM) was announced in Union Budget 2021. The government will, pursuant to the mission, draw a roadmap for using hydrogen as an energy source. This has the potential to transform the transport sector, as well as, other industries. These steps clearly show the impetus given to create a demand for transport with alternate energy sources in the country. Voluntary scrappage policy will help to increase the demand and bring in cleaner technology in the automotive sector. Two and three-wheelers, will be the early adopters of electrification. This will gradually move towards fleet passenger cars, but the Internal Combustion Engine (ICE) will continue to be the dominant technology in the remaining segments. Bosch with its focus on environment, continuous research and improvements in conventional ICE technology and applications has been able to achieve even lower emissions than what is mandated. Other key areas of focus which is emerging is around asset utilization and use of analytics in Mobility. To cater to these new age businesses we have created agile project houses, both on Electrification and Mobility Services to understand the local requirements and use the global expertise to provide localized solutions for the Indian market. These project houses being a step towards future-proofing of the Company will need time to translate to mature businesses.

Another opportunity for the Company is to increase the manufacturing footprint with the announced PLI (Production Linked Incentive) scheme by the government. While the scheme is still in draft stage (at the time of writing this report), early indications are that it will help the Company to increase its manufacturing footprint as well as increase its export to identified regions across the world.

3.8 Risks and Concerns

The Company follows a specific, well-defined risk management process which is integrated with its operations, for identification, categorization and prioritization of operational, financial and strategic business risks. Across the organization, there are teams responsible for the previously mentioned processes who report to the Senior Management.

The Risk Management Committee headed by Mr. Soumitra Bhattacharya, Managing Director, reviews the effectiveness of the process at regular intervals. Following are the major risks reviewed by the Risk Management Committee and with applicable mitigation measures:

a) COVID-19 and Global economy: India is witnessing the second wave, worse than the first wave itself. The wave is effecting the major industrial states like Maharashtra, Tamil Nadu and Karnataka. This presents a risk to growth forecast as the re-imposition of virus management measures will curb economic activity and could dampen market and consumer sentiment. However, given the focus on "micro-containment zones" to deal with the current wave of infections, as opposed to a nationwide lockdown like 2020, the impact on economic activity will be less severe than that seen in previous year. We continue to closely monitor and assess global developments, implementing mitigation plans where appropriate. Operations at plants have resumed with strengthened process controls and revised guidelines in place across the Company to ensure effective social distancing, hygiene and health monitoring to ensure business continuity.

b) Disruptive norms:

• Technological changes: The Indian Automotive sector will witness many new regulations in next few years like CAF, iRDE, FAME, TREM, apart from government's initiative of exploring alternate fuels (Electrification, Natural Gas, Bio-Fuel blend among others). The changes are spread across market segments. With many fuel technology available for the end consumer, identification of customer demand and volume will take more effort and time. Bosch being a global leader in automotive technology, the solution is already available with the parent company. Shift to these technologies, will lead to higher imports content in the initial years. Once the company sees an opportunity, based on demand or volumes, it opts for localization. The investments in machinery for production in Bosch Limited will be at a cost, considering the technology transfer fee and higher royalty for new products as compared to old generation products. These will also have low replacement requirements in the aftermarket in the initial years and will have an adverse financial impact on the Company.

• Electrification: There have been discussions on electrification by various stakeholders including the Government, OEMs, media and auto component manufacturers with uncertainty on volume and pace of electrification across market segments. However, the Company, being a global end-to-end technology solution provider in mobility sector, has its own advantage and is working closely with some of the top customers in the industry.

c) Supply chain risk: We rely on third parties for sourcing raw materials, parts and components used in the manufacture of our products. Our ability to supply components to manufacturing operations at the required time is key to achieving production schedules and due to various reasons we have witnessed shortage in few components (example- semiconductors, plastics, etc.) which constitute as an essential to manufacture and supply our products to Customers. However, respective business unit teams undertake a comprehensive production schedule and are aligned with the customer demand.

d) Dependency on mobility sector: About 85% of the business is dependent on the auto sector. Performance of the Company, therefore, is dependent on this sector's growth.

3.9 Outlook

Automobile industry was deeply impacted between April - June 2020 given the Covid-19 related lockdown. 2021 started off on a positive note on economy front further supported by a growth-oriented budget. However, starting April 2021, India is witnessing the second Covid wave which has resulted in regionalized lockdowns. Economic activity is definitely going to see impact between April - June 2021 quarter and rest of the year will largely depend on the pace of vaccination drive. That said, the outlook across the industry continues to remain positive primarily driven by the postponement of replacement demand by consumers over last 2 years. Hence, the demand will come back sharply with increase in mobility. Bosch has a long term strategy to shape the market in key technologies with innovative products and solutions. Bosch Limited thus continues its stance to be a technology agnostic partner to customers, government and other stakeholders. While we have successfully managed the transition from BS IV to BS VI, next challenge will be transitioning to TREM 4 and 5, adoption of CAFE norms phase 2 and BS VI stage 2. Amidst the crisis, Bosch in India will continue with the investments in competence development in addition to the solutions designed and developed in India and for India. For all Bosch businesses beyond Mobility Solutions, the company has a two-pronged approach. On the one hand, Bosch continues to bring in ‘Fit for market' products and solutions while on the other, the company will increase its ‘Go to Market' footprint using both offline and digital platforms. Scaling up E-commerce activities will remain one of the key initiatives in FY 2021-22.

4. Manufacturing Facilities

4.1 Bidadi (Karnataka)

The Bangalore Plant was opened in 2014-15. In 2019 the plant moved to a new location in the south-west of Bangalore. The entire plant facility is spread over an area of 300km2 and can further extend to 100km2. Being the youngest manufacturing plant, it has the capacity to cater to the futuristic and strategic needs of Powertrain Solutions in India. At this plant, various products are manufactured, like the conventional Diesel Multi-Cylinder A Pump, one of the oldest products of Bosch (99 years). As well as PF conventional Pumps, Elements, Delivery Valves and Glow Plugs. For new generation application BidP is producing PF Pumps, Common Rail Pumps (CBx, CP4, PFcrs), Common Rails and as latest addition the Lambda Sensors, started in November 2020. Even during the challenging COVID times in 2020-2021, the Bidadi plant has rapidly transformed itself into a low-cost manufacturing destination by restructuring via a flexible labor model. With its current 40% temporary manpower, the plant is moving forward in order to become fit for future. AI (Artificial Intelligence) based video analytics system (AVIS) and Shainin Problem Solving Approach ensure highest Industry Quality Standards. This is also reflected in several awards as from Ashok Leyland, ISUZU and Mahindra. Standard I4.0 solution and continual search of advance Digital Solutions support the plant in increasing profitability and performance. With a focus on giving back to the society, Bidadi had volunteered to distribute more than 75,000 meals to the needy during the Covid-19 pandemic with the help of its highly motivated employees who became the torchbearers of goodwill during the difficult times of pandemic. Step was taken in 2020 towards restructuring by offering Early Voluntary retirement which, looking into the future, the Plant is growing steadily by attracting new products even as we are steadfastly working on creating a great place to work for all our present and future employees.

4.2 Nashik (Maharashtra)

Nashik Plant manufactures Common Rail Injectors (CRI) and components including nozzles for both common rail and conventional diesel injectors. During the year under review, the Plant diversified its product lineup from passenger cars until off high way applications. A new generation CR1-18 was launched successfully, equipping the Plant with BS-VI compliant products. In addition, the Plant is also certified IATF: 16949. The plant has a strong focus on System CIP approach to reach the VSD. Speed week is done almost every week to bring in speed. In H2 2020, 24 speed week workshops were done. Shainin has strong roots and used extensively for problem solving and cost reduction. 38 projects were done in 2020 realizing 50 mINR savings. To improve agility, based on data culture, speed Shainin concept was also developed and bringing in good results. Scrum as an agile tool is extensively used in the plant successfully, for example in value addition cost elements control. Systematic focus is given for I4.0 drive, with clear PoC success for non–Opcon controls. AI was successfully used for self-correcting CRI assembly line station, resulting in both IDC savings and competency enhancement. More than 95 assets were removed which helped fixed cost reduction and also floor space generation. The Plant continued its endeavor to use renewable source of energy and green initiatives. The Plant has an overall capacity of 13.6 MWp of solar energy generation. The plant is the first Bosch Plant in India and fifth worldwide to receive ISO 50001:2001 certification for Energy Management. Globally in the Bosch Group, Nashik Plant was awarded the best in "Energy Efficiency & Environment Category". Miyawaki based tree plantation has been done in 200 sq. mts. and more is in the planning. The Plant has been focusing on behavior-based safety, reduction of first aid cases and capturing & working on near miss incidents digitally. It was awarded by "Energy Conservation & Resource efficiency" from the reputed "VDA (Germany Industries Association)". The Plant was also awarded by many OEMs for the quality standards like "Supplier Samrat" from AL, "Best Q problem solving" from Tata

Q circle. Step was taken in 2020 towards restructuring by offering Early Voluntary Retirement which helped the plant in securing overall interest of its employees and organization at large.

4.3 Jaipur (Rajasthan)

The Jaipur Plant produces Distributor (VE) Mechanical and Electronic Control Diesel Pumps and Conventional Injectors (NHA) used in Light and Heavy Commercial Vehicles, tractors and other off-highway applications. Jaipur Plant celebrated the production of 10 millionth NHA in 2019 after successful relocation of NHA production from Nashik Plant in 2017. Since the Jaipur plant is located in water scarcity area hence various initiatives are taken in the field of Water Conservation which were also appreciated by IGBC (Indian Green Building Council), which is an integral part of Confederation of India Industry (CII) and hence the Plant was presented first Water Conservation award 2019. The Plant has also secured third position in "Bosch EHS award 2019" announced by Bosch Corporate Safety under the category of "Resource Efficiency" for taking water conservation initiatives. Jaipur plant has taken a big step to maintain its cost-competitiveness through restructuring by offering EVR (Early Voluntary Retirement) in 2020. It helped the plant in securing overall interest of its employees and organization at large. Jaipur Plant is always known for employee involvement in improvement activities and has secured first position in "Suggestion per Employee" and "Employee Involvement" across all Bosch Powertrain Solutions plants worldwide for second consecutive year in 2020. Jaipur Plant is always committed towards "Zero Accident" approach and has won the "Rajasthan State factory Safety award-2019" under the category of Best Industry of Rajasthan in Engineering.

4.4 Naganathapura (Karnataka)

The Naganathapura Plant produces Spark Plugs, a product produced by the Bosch group for over a century. The Plant won the Karnataka State Safety Award in 2020 for Best Safety Officer and Best Safety Worker. The Plant became a zero liquid discharge plant with installation of an evaporator along with a boiler and thereby exceeds the requirements specified in the Karnataka State Pollution Control Board and has become a benchmark for the same. It is a Carbon Neutral plant since July 2020. Productivity improvement projects were implemented in addition to safety and quality improvement programs. Digital Transformation is a strategic focus area and the Plant is moving towards improving its digital footprint for Industry 4.0. The Plant is improving its operational excellence through structured implementation of Bosch Production System (BPS) together with focus on low cost automations. Through these measures, we are able to restructure our machinery and equipment and improve our cost competitiveness together with higher productivity. Naganathapura plant was rated highest across all Bosch Plants, Locations in India for the Trust Index survey which is one of the key indicators of "Great Place to Work" initiative.

4.5 Gangaikondan (Tamil Nadu)

Gangaikondan Plant in Tamil Nadu is a proven strategic low cost location in Asia and has made its presence felt with the competitive labor cost and quality levels, that meet IPN standards. The Plant continues to have product portfolio which comprises mainly of Gasoline power train sensors, Fuel Supply modules, Air management products & Fuel Charge assemblies. Business Units like Sensor Division (SD), Components & Connectors (CC) and Gasoline Injection (GI) are further trying to enhance in-house manufacturing by way of relocation of lines from other overseas locations to support the "Local for Local" strategy. In 2020, plant has kick started the Digitalization and i4.0 Connectivity projects like MES and MAS based Manufacturing lines, Data analytics, etc. The Plant has been recognized for its Manufacturing Excellence, by Frost & Sullivan India Manufacturing Excellence Award (IMEA) under "Gold Category" during 2018. The Plant has won the "Best Newcomer" award in 2019 for its Lean Manufacturing Practices among Bosch India Locations. Also, in Customer forefront the plant has won the "Best 4M Change Management" award given by precious Customer Ashok Leyland in 2020 for its best 4M Change Management practices.

4.6 Chennai (Tamil Nadu)

The Power Tools facility admeasuring approximately 8,500 sq. meters is located at Indospace Industrial Park, Orgadam, Tamil Nadu. At present, the facility caters mainly to the Indian and SAARC markets. It primarily manufactures Small Angle grinders, Large Angle grinders, and Marble cutters, Blowers, Drills and two-kg Hammers, along with their motors. The Plant produces Blowers for the entire global market. The main highlight of the Plant is that 100% of associates on the Assembly lines at the shop floor are women. The Plant celebrated production of 10 Millionth Power Tool in December 2020. The Plant is certified for ISO14001:2015 and OHSAS 18001:200. More than 65% of consumption in 2020 was green energy. The Plant was accredited with Power Tools Plant excellence award for three consecutive years since 2016 and awarded second Best Plant during 2019 within Power Tools international network. Power Tools Plants is one among the TOP 3 Plants across Bosch Plants to have recognized for Best Safety Practices [Global EHS award].

5. Information Technology (IT)

IT Organization built on the principles of reliable, robust and secure solution keeping agility in mind to support business needs has helped to manage the challenges of COVID and enable new ways of working without disturbing the business continuity. Entire business was able to switch over to remote working in seamless way when the need arose. We continued with our efforts to encourage and popularize virtual collaborative working tools. Democratization of video connect facility with necessary enhancement of IT infrastructure helped the business to stay connected with people even during remote working. During COVID times and later when business had to return to office we enabled all the entities with necessary solutions for safe working e.g. self-declaration, COVID tracking dashboards for crisis management, Canteen and transport booking solutions, COVID helpline. To digitally connect with employees "Associate connect" app was launched to all the management staff and a platform was built on which multiple employee related solutions can be introduced. We continued our efforts to ensure the Digital Core of the organization is future ready with OneM project (ERP migration project). Project focuses on standardizing the process and ERP solutions across Bosch mobility solutions. This enables the organization towards future initiatives like Digital business while keeping the running cost of IT optimized and improves business efficiency. Amidst the COVID crisis also IT organization with business team support is ensuring on time roll out of project.

We have embarked on Digital Transformation journey to be a Digital Company and holistically focusing on Product, Process, People and Infrastructure as key pillars. IT organization is driving key initiatives of Digital Transformation. Digital Fluency has been rolled out for all the employees. This initiative is aimed at enhancing the capability of our organization in appreciation and application of Digital. It will focus on driving "Digital Ways of Working" across various business functions. This program is part of organization wide effort to create digital awareness and develop digital fluency to prepare them towards the digital transformation.

Supply Chain Excellence is focused on enabling technology solutions, which lifts the performance to next level and bring digitally interconnected supply chain networks that would not only improve the existing operational performance but also enable an end-to-end visibility, agility, collaboration, and optimization. In order to be ‘fit for future', Bosch has taken a step ahead to position an operational ecosystem that would understand the existing complexity, anticipate potential disruption, and quickly develop a response.

Digital Transformation team focuses on various process digitalization, automation activities to bring visibility of data, enable quick decision making and improved productivity. Multiple technologies like Robotic Process Automation, Cloud based applications and Block chain are evaluated and pilot studies completed. Several projects in the area of supply chain, reverse logistics were already implemented.

All our solutions are built with clear emphasis on IT Security. We continued reinforcing the awareness of IT security by conducting campaigns across all locations and ensuring necessary infrastructure.

6. Change Initiatives

6.1 Manufacturing Strategy

In June 2020, a comprehensive manufacturing strategy was launched across Bosch with a purpose of making Bosch India manufacturing globally competitive. Our vision statement ‘We Make India a Global Manufacturing Hub' is also complimented by Indian National Government's Aatmanirbhar Bharat initiatives.

Our Mission – We. Perform. Transform. is a sentence in itself towards reorienting our manufacturing process in India. Manufacturing strategy has 12 strategic action fields with defined KPIs and KPRs focusing on manufacturing excellence, collaboration and leadership topics.

6.2 Bosch Production System (BPS)

BPS as base is one of the strategic action field in our manufacturing strategy. Through this, focus is to promote Intrapreneurship, high speed execution and enable flexible manufacturing systems.

BPS has framed improvable systems, which encompasses System CIP framework holistically. Coaching initiatives are undertaken to work on various system CIP projects and thereby align with the business objectives. Also initiatives are taken to bring in digital tools like ‘My measures' to ensure transparency in measurements and remove manual coordination in order to improve efficiency.

In order to increase speed and agility, Speed weeks are being encouraged where improvement initiatives are identified and completed within a week. In order to promote the culture of speed week, speed week coaches are being trained and certified. In total 25 speed week coaches are certified who are taking this journey forward in Bosch India. Focus is given to improve Machine utilization (OEE), Reduce Change over time, improve productivity, reduce lead time for manufacturing and thereby meet the expectations of the Customer and business case.

In order to implement a continuous improvement culture across organization, monthly immersions called "System CIP: Be Inspired" and "Share and Learn" is introduced as an experience sharing platform across Bosch entities. Objective is to exchange ideas, increase belief system and aim for Benchmarking practices.

Focus is also to improve standardized work and aim for benchmark BPS maturity.

6.3 Carbon neutrality

Bosch adopted an ambitious CO2 climate neutral worldwide as of beginning of 2020. To align with this strategy, Bosch India is working through four levers of carbon neutrality - energy efficiency, new clean power, green electricity and carbon offsets. Through energy efficiency projects year on year, there is a reduction of 2% of energy requirement. Bosch India has installed cumulative capacity of 27 MW Solar photo voltaic power plants across different locations.

Bosch India is carbon neutral from the beginning of 2020 with 40% contributed through green electricity and new clean power. The rest 60% is compensated through measures like carbon credits and international renewable energy certificates. Further, renewable energy share would go up to 50% in the year 2021 through signing of long term power purchase agreements under "Group Captive" model.

6.4 Safety

At Bosch India, health and safety of associates have the highest priority. Bosch takes responsibility of its associates to promote and safeguard their health and working environment. The target is to realize "Zero Accidents". Bosch India is one among the best regions in terms of safety performance. During the current year, the focus will be on deploying "Safety Basics" phase II and campaign on "Safe Hands". Near miss capturing will continue to be the focus across all locations. During the year 2020, more than 13,038 near misses were captured. More than 7,400 improvement measures were taken up across locations to realize next level of maturity in terms of work safety. Accident rate of 0.18 and reportable incidents as 4 during the year 2020 is an outcome of systematic approach and safety mindset at all locations.

6.5 Quality Management

Considering our true north "Zero defect", leadership came together and defined 7 strategic topics to be driven across all the plants. The focus was mainly on making our value streams robust and establish the base for zero defect.

These strategic topics are also part of our manufacturing strategy. Quality campaigns were launched across plants like FMEA line walk. Plant shutdown and restart due to COVID situation was well managed by systematic approach and review mechanism which helped to contain quality deviations.

There was a 26% reduction in ‘0' km customer incidences in 2020. Logistics incidences were reduced to the tune of 40%. Internal defect cost was reduced by 19%.

Bosch India received three customer awards and DL Shah Platinum Quality Award. In addition our Nasik plant won Quality circle competition. Bosch India was also awarded 2 Dorian Shainin awards (Global competition) for their expertise in problem solving.

7. Awards and Recognition

During the year under review, the Company won several awards for excellence. Few such awards are:

1. Nashik Plant - Ranked No.1 in "Quality Circle Competition" (QCC) held in Nov'20 by Tata Motors Ltd;

2. ‘Overall Quality Excellence' from Volvo Eicher Commercial Vehicles Ltd;

3. ‘Best 4M Change management Practices Award' from Ashok Leyland;

4. Nashik Plant - Runner up position in Ashok Leyland's prestigious competition ‘SUPPLIER SAMRAT';

5. Nashik Plant - VDMA Manufacturing Excellence award;

6. Jaipur Plant - FW Quality Award - ACMA Pokayoke competition;

7. Bidadi Plant - FORD Q1 certification;

8. Jaipur Plant - Winner of Quality Award ACMA Award (northern region)

8. Directors and Key Managerial Personnel

8.1 Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Soumitra Bhattacharya (DIN: 02783243) retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-election at the said meeting.

Brief profile of Mr. Soumitra Bhattacharya forms part of the Notice convening the 69th Annual General Meeting of the Company.

8.2 Changes in the Board and Key Managerial Personnel 8.2.1 Board of Directors

Mr. Peter Tyroller resigned as a Non-Executive Director of the Company with effect from December 31, 2020 in view of retirement from the services of Robert Bosch GmbH. The Board places on record its sincere appreciation for the valuable contribution made by Mr. Tyroller during his tenure as a Director of the Company. In view of resignation of Mr. Tyroller with effect from December 31, 2020, Mr. Sandeep N ceased to be an alternate director and also ceased to be a whole-time director of the Company with effect from December 31, 2020.

The Board of Directors at its meeting held on November 06, 2020, appointed Dr. Stefan Hartung (DIN: 08940088) as an Additional Director designated as Non-Executive Director of the Company with effect from January 01, 2021.

Based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of shareholders the Board of Directors, at its meeting held on November 06, 2020, appointed Mr. Sandeep N as an Alternate Director to Dr. Stefan Hartung, designated as a Whole-time Director with effect from January 01, 2021 till December 31, 2022.

Mr. Jan-Oliver Roehrl resigned as a Joint Managing Director of the Company with effect from December 31, 2020 due to assuming new responsibility as an Executive Vice-President at Robert Bosch GmbH. The Board places on record its sincere appreciation for the valuable contribution made by Mr. Roehrl during his tenure as a Director of the Company.

Mr. Sandeep N ceased to be an Alternate Director to Dr. Stephan Hartung with effect from February 11, 2021. The Board of Directors, at its meeting held on February 11, 2021, appointed Mr. Sandeep N as an Additional Director designated as an Executive Director, for a period of three years with effect from February 12, 2021 till February 11, 2024.

The Board of Directors, at its meeting held on February 11, 2021, appointed Mr. Karsten Mueller (DIN: 08998443) as an Alternate Director to Dr. Stefan Hartung, designated as a Whole-time Director for a period of three years with effect from February 12, 2021 to February 11, 2024.

The Board of Directors, at its meeting held on February 11 2021, re-designated Mr. S.C. Srinivasan (DIN: 02327433) as a Joint Managing Director for a period of three years with effect from February 12, 2021 to February 11, 2024.

Dr. Bernhard Straub submitted his resignation as a Chairman & Non-Executive Director of the Company with effect from May 20, 2021 due to change in area of responsibility at Bosch global level. The Board places on record its sincere appreciation for the valuable guidance provided by Dr. Straub during his tenure as Non-Executive Chairman of the Company.

Mr. Bernhard Steinruecke has submitted his resignation as an Independent Director of the Company with effect from May 20, 2021 due to preoccupation. The Board places on record its sincere appreciation for the valuable contribution provided by Mr. Steinruecke during his tenure as a Director of the Company. Pursuant to Schedule V of SEBI (LODR) Regulations, 2015, a confirmation has been received by Mr. Steinruecke stating there are no other material reasons other than those mentioned herein.

The existing tenure of Mr. S.V. Ranganath (DIN: 00323799) as an Independent Director of the Company ends on June 30, 2021. The Board of Directors, at its meeting held on May 20, 2021 appointed Mr. S.V. Ranganath as an Additional Director with effect from July 01, 2021 and further re-appointed him as an Independent Director for a second tenure of three years with effect from July 01, 2021 till June 30, 2024. The Board of Directors, at its meeting held on May 20, 2021, appointed Mr. Markus Bamberger as an Additional Director designated as a Non-Executive Director with effect from June 1, 2021 or from the date of allotment of Directors Identification number, whichever is later. Mr. Bamberger was also appointed as a Chairman of the Board with effect from the date mentioned above. The Board of Directors, at its meeting held on May 20, 2021, appointed Dr. Pawan Kumar Goenka as an Additional Director designated as an Independent Director for a period of five years with effect from May 21, 2021 till May 20, 2026.

In addition to re-appointment of Mr. Soumitra Bhattacharya, who retires by rotation, the following resolutions will form part of the Notice convening the 69th Annual General Meeting of the Company: i. Re-appointment of Mr. S.V. Ranganath (DIN: 00323799) as an Independent Director for a further period of three years with effect from July 01, 2021 to June 30, 2024; ii. Appointment of Dr. Pawan Kumar Goenka (DIN: 00254502) as an Additional Director designated as an Independent Director for a period of five years with effect from May 21, 2021 till May 20, 2026; iii. Re-designation of Mr. S.C. Srinivasan (DIN: 02327433) as a Joint Managing Director for a period of three years with effect from February 12, 2021 to February 11, 2024; iv. Appointment of Mr. Sandeep Nelamangala (DIN: 08264554) as an Additional Director designated as an Executive Director for a period of three years with effect from February 12, 2021 till February 11, 2024; v. Appointment of Dr. Stefan Hartung (DIN: 08940088) as an Additional Director designated as Non-Executive Director of the Company with effect from January 01, 2021; vi. Appointment of Mr. Karsten Mueller (DIN: 08998443) as an Alternate Director designated as a Whole-time Director to Dr. Stefan Hartung for a period of three years from February 12, 2021 to February 11, 2024; vii. Appointment of Mr. Markus Bamberger as an Additional Director designated as a Non-Executive Director of the Company with effect from June 1, 2021 or from the date of allotment of Directors Identification number, whichever is later.

Brief profiles of Mr. Markus Bamberger, Dr. Stefan Hartung, Dr. Pawan Goenka, Mr. S.V. Ranganath, Mr. Soumitra Bhattacharya, Mr. S.C. Srinivasan, Mr. Sandeep Nelamangala and Mr. Karsten Mueller form part of the Notice convening the 69th Annual General Meeting of the Company.

8.2.2 Key Managerial Personnel

As on the date of this report, the following persons have been designated as the Key Managerial Personnel of the Company pursuant to Section 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Soumitra Bhattacharya - Managing Director

• Mr. S.C. Srinivasan - Joint Managing Director & Chief Financial Officer

• Mr. Sandeep Nelamangala – Executive Director

• Mr. Karsten Mueller - Alternate Director designated as a Whole-time Director

• Mr. Rajesh Parte - Company Secretary & Compliance Officer

8.3 Independent Directors & Lead Independent Director

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors of the Company are either exempt from the requirement to undertake online proficiency self-assessment test or have passed the necessary test. All the Independent Directors have given a declaration to the Company that they meet the criteria of independence prescribed under section 149 (6) of the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

The Board is of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise, experience and proficiency.

The Board of Directors, at its meeting held on May 20, 2021, on the recommendation of Independent Directors', appointed Mr. Bhaskar Bhat as the Lead Independent Director.

As the Lead ID, he shall be responsible for the following:

(a) Lead exclusive meetings of the IDs and provide feedback to the Chairperson/Board of directors after such meetings;

(b) Serve as liaison between the chairperson of the Board and the IDs;

(c) Have the authority to call meetings of the IDs; and

(d) If requested by shareholders (case to case basis), ensure that he/she is available for consultation and direct communication.

The Lead ID shall be paid additional compensation by way of commission of Rs. 0.6 million per annum.

8.3.1 Familiarization Programme for Independent Directors

Regular presentations are made at the Board Meetings by the Executive Directors and other Senior Management persons which gives an opportunity to the Directors to interact with the Management and get an overview of the operations and familiarize with matters related to the Company's values and commitments. The Directors are provided with all information on regular basis to enable them to have a better understanding of the Company, its operations and the industry in which it operates. The Directors are also made aware about their roles and responsibilities on regular basis.

For details of programmes of familiarization of the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company and number of hours, please refer to the Corporate Governance Report.

8.4 Performance Evaluation of Directors

In line with the provisions of the Act and the Listing Regulations, the Nomination & Remuneration Committee and the Board have carried out an annual performance evaluation of its own performance, Committees and individual Directors.

For details of the performance evaluation including evaluation criteria for Independent Directors, please refer the Corporate Governance Report.

9. Board Meetings and Annual General Meeting

During the year under review, five meetings of the Board of Directors were held. The particulars of the meetings and attendance thereat are mentioned in the Corporate Governance Report.

The 68th Annual General Meeting was held on August 27th, 2020 through video conferencing.

10. Corporate Social Responsibility (CSR) Committee and Initiatives

Consequent to changes in the Board of Directors during the year under review, the CSR Committee was reconstituted by inducting Mr. S.C. Srinivasan and Dr. Pawan Kumar Goenka as members of the Committee. As on the date of this report, the CSR Committee comprises of Mr. Bhaskar Bhat (Independent Director) as its Chairman, Ms. Hema Ravichandar (Independent Director), Mr. S.V. Ranganath (Independent Director), Dr. Gopichand Katragadda (Independent Director), Mr. Soumitra Bhattacharya (Managing Director), Mr. S.C. Srinivasan (Joint Managing Director) and Dr. Pawan Kumar Goenka (Independent Director) as its members. The CSR Committee oversees the Company's CSR initiatives.

Details of the CSR Committee meetings and attendance thereat forms a part of the Corporate Governance Report.

The Board of Directors at its meeting held on May 20, 2021 have amended the CSR policy in line with the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. The CSR policy, inter-alia, deals with the objectives of the Company's CSR initiatives, its guiding principles, thrust areas, responsibilities of the CSR Committee, implementation plan and reporting framework.

Some of the key CSR initiatives during the year under review include the following:

1. Combating COVID and other continuing projects:

Combating COVID-19 was the major focus of the Company during the year. The support enabled the upgradation of Primary Health Centers (PHCs) around Bosch Plants at Jaipur, Chakan, Naganathapura and Gangaikondan, making them more Covid-19 responsive. Further, Covid-19 impacted needy families have been supported in the areas of Livelihood, Skilling and Health; migrants' re-employment facilitated across India; and training of paramedics undertaken. In addition, the Company manufactured masks were distributed freely to second-level Covid-19 warriors (police personnel, municipal corporation employees, non-Covid hospital staff) and other needy people. Apart from the above support to combating Covid-19, a Government school in Jaipur has been renovated. Two new Artisan Training Centers were set up in Bangalore and Kanchipuram; and primary and secondary School Teachers' Capacity Building program has also been initiated this year.

2. Collaboration and Partnerships:

The Company continues to build scalable and sustainable CSR partnerships with like-minded organizations for maximizing the impact of its social engagement programs. On 2nd November 2020, the ‘Bosch-Art of Living Skill Center' was inaugurated at The Art of Living, Bengaluru, which comprises a BRIDGE Center, Artisan Center to offer training in modern carpentry, and a Collaboration Center to facilitate multi-stakeholder partnerships. Earlier, on 24th September 2020, the Bosch CSR team participated in NHRD's Virtual Thought Leadership Meet led by the CHRO and detailed out by CSR Head on our different CSR initiatives. India CSR Summit held on 8th-9th of December 2020 included Bosch participation in the virtual CEOs Forum, which focused on ‘Leadership Perspective on Social Impact through Business and CSR' and in a panel discussion titled ‘Aligning Industry-Academia Collaboration with the New Education Policy-2020'. External bodies have recognized our CSR efforts. Two awards given to BRIDGE in 2020 included FICCI CSR Award for Livelihood & Skill Development (presented by Shri. Anurag Singh Thakur, Hon'ble Minister of State for Finance and Corporate Affairs, Government of India) and the Grant Thornton SABERA Award for "Enablement".

Annual Report on Corporate Social Responsibility Activities of the Company including the Impact Assessment Reports is enclosed as Annexure ‘B' (Page No.-75) to this Report.

11. Audit Committee

Consequent to changes in the Board of Directors during the year under review, the Audit Committee was re-constituted by inducting Mr. Markus Bamberger (Non-Executive Director & Chairman, with effect from June 1, 2021 or from the date of allotment of Directors Identification number, whichever is later), Dr. Pawan Goenka (Independent Director) and Dr. Gopichand Katragadda (Independent Director) as members. As on the date of this report, the Audit Committee comprises of Mr. S.V. Ranganath (Independent Director) as its Chairman, Dr. Pawan Goenka (Independent Director), Mr. Bhaskar Bhat (Independent Director) Ms. Hema Ravichandar (Independent Director) and Dr. Gopichand Katragadda as its members.

The Members of the Committee possess Accounting and Financial Management knowledge. The Company Secretary of the Company is the Secretary of the Committee.

During the year under review, the Board accepted all the recommendations of the Audit Committee.

Details of the roles and responsibilities, particulars of meeting and attendance thereat are mentioned in the Corporate Governance Report.

12. Subsidiary, Associate and Joint Venture Companies 12.1 Subsidiary Company MICO Trading Private Limited (MTPL)

The Company has a subsidiary viz., MICO Trading Private Limited. The highlights of performance of MTPL and its contribution to the overall performance of the company during the period under report:-

(TINR)

Particulars FY 2020-21 FY 2019-20
Total Revenue 61 69
Profit/(Loss) before tax (16) (26)
Profit/(Loss) after tax (16) (26)

The Directors' Report along with the Audited Statement of Accounts of MTPL have been uploaded on the website of the Company at www.bosch.in under the "Shareholder Information" section.

Robert Bosch India Manufacturing & Technology Private Limited (RBIM)

The Company has a subsidiary viz. Robert Bosch India Manufacturing & Technology Private limited, which was incorporated on May 31, 2020. The Company is the manufacturer of automotive products and all kinds of motors automotive machinery and electrical machinery. The Directors' Report along with the Audited Statement of Accounts of RBIM have been uploaded on the website of the Company at www.bosch.in under the "Shareholder Information" section.

12.2 Associate Company

Newtech Filter India Private Limited (NTFI)

The Company has one Associate Company viz., Newtech Filter India Private Limited. The Company holds 25 percent and Robert Bosch Investment Nederland B.V. holds 75 percent of the paid-up share capital of NTFI. NTFI is the manufacturer of automotive filters, selling their products to the Company, which further sells the same to end customers. NTFI has successfully ramped up fuel filters for BS-VI applications.

(Mio INR)

Particulars FY 2020-21 2019-20 % Growth
Turnover 612 568 7.4
Profit/(Loss)before tax 16 15
PBT % on Turnover 2.6 2.6

12.3 Joint Venture Company PreBo Automotive Pvt Ltd. (PreBo)

The Company has one Joint Venture Company viz., PreBo. The Company holds 40% of the paid-up share capital of PreBo.

PreBo is in the business of manufacturing/assembly and supply of mechanical and electromechanical components and assemblies for automobile and non-automobile industry.

The financial performance of PreBo is as under:

(TINR)

Particulars FY 2020-21 FY 2019-20
Total Revenue 274,663 51,463
Profit/(Loss) before tax 18,369 (13,640)
Profit/(Loss) after tax 16,394 (13,640)

A separate statement containing the salient features of the financial statement of the aforementioned Subsidiaries, Associate and Joint Venture is enclosed as Annexure ‘C' (Page No.112) to this Report.

13. Remuneration Policy

The Nomination and Remuneration Policy, inter-alia, provides for criteria and qualifications for appointment of Director, Key Managerial Personnel and Senior Management, Board diversity, remuneration to Directors, Key Managerial Personnel, etc. The policy can be accessed at the following link: https://www.bosch.in/ media/our_company/shareholder_information/2015/ nomination_and_remuneration_policy.pdf

14. Particulars of Employees

Disclosures pertaining to remuneration of employees and other details, as required under Section 197(12) of the Act and rules framed thereunder is enclosed as Annexure ‘D' (Page No.114) to this Report.

The information in respect of employees of the Company required pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended made available before the Annual General Meeting in electronic mode to any shareholder upon request sent at investor@in.bosch.com.

15. Corporate Governance

A report on Corporate Governance in terms of the requirements of the Listing Regulations and a certificate from the Practicing Company Secretary, forms part of this Annual Report (Page No.233).

16. Risk Management

The Company follows a specific, well-defined risk management policy which is integrated with its operations. The Policy has been developed after taking cognizance of the relevant statutory guidelines, Bosch Guidelines on risk management, empirical evidences, stakeholders' feedback, forecast and expert judgment. The Company has a Risk Management Committee (RMC) consisting of Board Members to examine, and review the risk inventory as well as certify the risk mitigation plan. The RMC functions as per Regulation 21 of the SEBI Listing Regulations. Further to RMC, the other subordinate risk management teams comprising of Senior Executives of the Company addressing functional, operational and strategic risk management in their corresponding area of responsibility covering overall risks in the area of commercial, technical, information technology and statutory compliance.

The Company has constituted a Corporate Risk Council to support RMC with assessing the risk situation. This includes periodical review, exchange of relevant information as well as the submission of statements and evaluation on risk related subjects.

17. Whistle Blower Policy/Vigil Mechanism

The Company has a Whistle Blower Policy, which includes vigil mechanism for dealing with instances of fraud and mismanagement.

Details of the Whistle Blower Policy have been mentioned in the Corporate Governance Report. The Whistle Blower Policy has also been uploaded on the website of the Company and can be accessed at the following link: https://www.bosch.in/media/our_ company/shareholder_information/2018/whistle_blower_ policy-3.pdf

18. Business Responsibility Report

In terms of the requirements of Regulation 34 (2) (f) of the Listing Regulations, a report on Business Responsibility in the prescribed format forms a part of this Annual Report (Page No.249).

19. Related Party Transactions

The Audit Committee accords omnibus approval for Related Party Transactions which are in ordinary course of business, foreseen, repetitive in nature and satisfy the arm's length principles. The Audit Committee reviews, on a quarterly basis, the details of the Related Party Transactions entered pursuant to the aforementioned omnibus approval. Additionally, the Company obtains a half yearly certificate from an independent Chartered Accountant in Practice confirming that the related party transactions during the said period were in ordinary course of business, repetitive in nature and satisfy the arm's length principles.

The details of Related Party Transactions under Section 188(1) of the Act required to be disclosed under Form AOC - 2 pursuant to Section 134(3) of the Act is enclosed as Annexure ‘E' (Page No.116) to this Report. The Company has framed a Policy for determining materiality of Related Party Transactions and dealing with Related Party Transactions. The said Policy is hosted on the website of the Company and can be accessed at the following link: https://www.bosch.in/ media/our_company/shareholder_information/2020/ related_party_transaction_policy.pdf

20. Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo

The report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, is enclosed as Annexure ‘F' (Page No.117) to this Report.

21. Auditors

21.1 Statutory Auditor

The shareholders at the 65th Annual General Meeting of the Company held on September 01, 2017 appointed M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018) as Statutory Auditors of the Company for a period of 5 years until the conclusion of the 70th Annual General Meeting.

The Auditors' Report on the Standalone as well as Consolidated Financial Statements for the Financial Year 2020-21 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

21.2 Cost Audit & Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants, Bengaluru (Registration No.000065) as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2021-22 in terms of the provisions of Section 148 of the Companies Act, 2013. In terms of the requirements of the said section, the members are required to ratify remuneration payable to the Cost Auditors. Accordingly, resolution ratifying the remuneration payable to M/s. Rao, Murthy & Associates will form a part of the Notice convening the 69th Annual General Meeting.

As per Section 148 (1) of the Companies Act, 2013, the Company is required to maintain Cost Records. Accordingly, Cost Records and Cost Accounts are duly maintained by the Company.

21.3 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice No. 6029) to undertake Secretarial Audit of the Company for the Financial Year 2020-21. The Report of the Secretarial Auditor is enclosed as Annexure ‘G' (Page No.119) to this Report. The Secretarial Auditor has, in the aforementioned report, observed delays in reporting downstream investments to the Reserve Bank of India (RBI). As regards observations made by the Secretarial Auditor in his Report, we wish to clarify that the Company is in the process of filing the returns for Downstream Investments with RBI.

21.4 Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143 (12) of the Act, details of which needs to be mentioned in this Report.

22. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors report that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected and consistently applied accounting policies and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2021 and the profit of the Company for the year end date on the date;

iii. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a ‘going concern' basis;

v. Proper internal financial controls are in place and that such controls are adequate and are operating effectively; and

vi. Proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

23. Details of Loans, Advances, Guarantees or Investments

Particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are provided in Note Nos. 6 & 7 to the Financial Statements. The particulars of loans/advances, etc., required to be disclosed in the Annual Accounts of the Company pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are furnished separately.

24. Deposits

Your Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits is outstanding as on the date of the balance sheet.

25. Material Changes and Commitments

There were no material changes and commitments between the end of the year under review and the date of this report affecting the financial position of the Company.

26. Annual Return

In terms of the requirements of Section 134(3)(a) of the Act, the complete Annual Return is available on the Company's website:https://www.bosch.in/our-company/ shareholder-information/. Also, Extract of Annual Return is enclosed as Annexure ‘H' (Page No.121) to this Report.

27. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The information as regards the number of cases filed and their disposal under this Act is given in the Business Responsibility Report.

28. Secretarial Standards

The applicable Secretarial Standards i.e. SS – 1 and SS – 2, relating to "Meeting of the Board of Directors" and "General Meetings", respectively, have been duly complied by the Company.

29. Cautionary Statement

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objective, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement.

30. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review: i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise. ii. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme. iii. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future. iv. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67 (3) (c) of the Act).

31. Acknowledgements

The Directors express their gratitude to the various Central and State Government Departments for their continued cooperation extended to the Company. The Directors also thank all customers, dealers, suppliers, banks, members, and business partners for the excellent support received from them. The Directors would also like to acknowledge the exceptional contribution and commitment of the employees of the Company during the year under review.

For and on behalf of the Board of Directors

Soumitra Bhattacharya S.C. Srinivasan
DIN: 02783243 DIN: 02327433
Managing Director Joint Managing Director & CFO
Date: May 20, 2021

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