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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Bharat Seats Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 38th Annual Report together with the Audited Accounts for the year ended 31st March, 2025.

Financial Results	Rupees in Lakhs
Particulars	2024-25	2023-24
Revenue from Operations	1,28,882.47	1,06,681.62
Other Income	358.57	453.88
Profit before Financial Cost & Depreciation	7,904.31	6,532.56
Less: Finance Costs	890.71	774.15
Profit before Depreciation & Taxation	7,013.60	5,758.41
Less:
A) Depreciation	2,623.99	2,400.29
B) Provision for Taxation
- Current Tax	1,179.95	851.48
- Deferred Tax	(62.26)	(22.41)
- Adjustment of tax relating to earlier years	1.89	23.61
Net Profit after Tax	3,270.03	2,505.44
Add: Other Comprehensive Income, Net of Taxes	5.00	(16.78)
Total Comprehensive Income for the year	3,275.03	2,488.66
Transfer to General Reserve	-	-
Balance Carried Forward to Balance Sheet	3,275.03	2,488.66

FINANCIAL HIGHLIGHTS AND OPERATIONS

The revenue from operations and other income for the financial year under review was Rs.1,29,241.04 lakhs as against Rs. 1,07,135.50 lakhs for the previous financial year, showing an increase of 20.63%. The profit before finance costs, depreciation and taxation is Rs. 7,904.31 lakhs for the financial year under review as against Rs. 6,532.56 lakhs for the previous financial year, an increase by 21%. The profit after tax increased to Rs. 3,270.03 lakhs, as compared to Rs. 2,505.44 lakhs for the previous financial year, i.e. an increase by 30.52%. Total comprehensive income for the year increased to Rs. 3,275.03 lakhs as compared to Rs. Rs. 2,488.66 lakhs for the previous financial year, an increase by 31.60%. This was due to better capacity utilisation as a result of increase in sales of Car Seats to Maruti Suzuki India Limited and cost saving measures taken by the Company.

The Company has started supply of Two-wheeler wheel assembly to Suzuki Motorcycle India Private Limited from the Company''s plant in Bhorakalan, Gurugram, Haryana.

From April 2025, the Company has started supply of seats for four wheelers to Maruti Suzuki India Limited from the manufacturing facility setup at Kharkhauda in Sonipat, Haryana.

TRANSFER TO GENERAL RESERVE

During the Financial Year 2024-25, the Company has not transferred any amount to General Reserves.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders at the 38th Annual General Meeting, a dividend of 55% (Rs.1.10/- per equity share) amounting to Rs.690.80 lakhs for the financial year ended 31.03.2025. AWARDS AND RECOGNITION

The Company has received the award for âBusiness Continuityâ at the Vendor Conference of Maruti Suzuki India Limited, held in Doha recently.

WEBSITE

As per provisions of the Regulation 46 of the SEBI (LODR) Regulations, 2015 all necessary information as required to be given to the shareholders/stakeholders, is available at www.bharatseats.com. Shareholders/ stakeholders are requested to refer to investor section.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a. The members of the Company are informed that the dividends that remain unpaid/unclaimed for a period of 7 (seven) years from the date of transfer to the Unpaid / Unclaimed dividend account are required to be transferred to the account of the Investor Education & Protection Fund (IEPF) Authority established by the Central Government. Accordingly, during the financial year under review, the Company transferred Unclaimed dividend amounting to Rs.3,07,668/- lying with the Company for a period of seven years pertaining to the financial year ended on 31st March, 2017.

b. The members of the Company are also informed that as per the provisions introduced in the year 2016, underlying equity shares on which dividend remain Unpaid/Unclaimed for a period of 7 (seven) consecutive years are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

Accordingly, during the financial year under review, the Company has transferred 12,110 equity shares in respect of which dividend have not been claimed by the members for seven consecutive years pertaining to the financial year ended on 31st March, 2017, up to financial year ended 31st March, 2023 to IEPF Authority.

Additionally, during the financial year under review, 2,19,612 bonus equity shares, issued in lieu of shares already lying with the IEPF authority, were credited to the Investor Education & Protection Fund (IEPF) Authority.

SHARE CAPITAL

During the financial year 2024-25, Authorised Share Capital of the Company was increased from Rs. 7,00,00,000/-(Rupees Seven Crore), divided into 3,50,00,000 (Three Crore Fifty Lakh) Equity Shares of Rs. 2/- (Rupees Two) each to Rs. 15,00,00,000/- (Rupees Fifteen Crore), divided into 7,50,00,000 (Seven Crore Fifty Lakh) Equity Shares of Rs. 2/- (Rupees Two) each. For effecting this change, Capital Clause of Memorandum of Association of the Company was altered pursuant to the approval of members obtained by way of Special Resolution on December 07, 2024.

During the financial year 2024-25, the Company has issued and allotted 3,14,00,000 Bonus Equity shares of Rs.2/-each in proportion of 1(One) Bonus Equity Share for every 1(One)Equity Share(fully paid up). The said shares rank pari passu in all respects with the existing fully paid-up equity shares of the Company. Post bonus issue, the issued and paid-up equity share capital of the Company increased to Rs.12,56,00,000/.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business during the financial year 2024-25 under review.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report, and forms part of the Annual Report.

CREDIT RATING

ICRA has assigned its short-term credit rating of A2 and long-term credit rating of A- stable, indicating the outlook on the long term rating as ''Stable''.

RELATED PARTY TRANSACTIONS

All contracts/ transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and were at arm''s length basis.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at the web link: https://bharatseats.com/wp-content/uploads/2020/05/2.-Policv-on-Related-Partv-Transactions.pdf

The information relating to particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure I, forming part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed hereto as Annexure II, forming part of this Report.

BOARD ANNUAL EVALUATION

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, performance evaluation was carried out of the Board, its Committees and individual Directors, including the Chairman of the Board.

Nomination & Remuneration Committee reviews the evaluation criteria for the Board, its Committees, Executive and non-executive Directors and Chairman of the Company, considering qualification, expertise, attributes and various parameters based on which evaluation of the Board has to be carried out by the Company.

A meeting of the independent directors was held, which reviewed the performance of the Board (as a whole), Committees of the Board, the non-independent directors and the Chairman.

The evaluation of Independent Directors was carried out by the Board.

This exercise was carried out through a structured evaluation process covering various aspects of the Board such as composition of the Board/ Committees, experience, competencies, performance of specific duties etc. Separate exercise was carried out to evaluate the performance of individual directors, including Board''s Chairman who were evaluated on the parameters such as attendance, contribution at the meeting, independent judgment etc. and was found to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by rotation

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr. Makoto Kunieda (DIN: 10260765) and Mr. Rishabh Relan (DIN: 07726444) are liable to retire by rotation at the ensuing Annual General Meeting.

The Board recommends their re-appointment to the Shareholders.

Declaration from Independent Directors

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made there under along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointments

The Board, on the recommendation of the Nomination and Remuneration Committee had recommended to shareholders appointment of Ms. Vanita Chhabra, who was appointed as an additional director w.e.f. 15th May, 2024 as an Independent Director. The shareholders approved the appointment of Ms. Vanita Chhabra (DIN: 02161276) as non-executive Independent Director w.e.f. 15th May, 2024 for a term of five years.

The Board, on the recommendation of the Nomination and Remuneration Committee had recommended to shareholders appointment of Mr. Sarthak Behuria, who was appointed as an additional director w.e.f. 25th September, 2024, as an Independent Director. The shareholders approved the appointment of Mr. Sarthak Behuria (DIN: 03290288) as a nonexecutive Independent Director w.e.f. 25th September, 2024 for a term of five years.

The Board, on the recommendation of the Nomination and Remuneration Committee had recommended to shareholders, re-appointment of Mr. Rohit Relan (DIN:00257572) as Managing Director of the Company for a further term of three years w.e.f. 1st October, 2024 to 30th September, 2027. The shareholders approved the re-appointment of Mr. Rohit Relan as Managing Director w.e.f. 1st October, 2024 for a further term of three years.

The Board, on the recommendation of the Nomination and Remuneration Committee had recommended to shareholders, appointment of Mr. Rajiv Arora (DIN:07976398) who was appointed as an Additional Director and Whole Time Director of the Company for a term of three years w.e.f. 2nd August, 2024 to 1st August, 2027. The shareholders approved the appointment of Mr. Rajiv Arora as Whole Time Director w.e.f. 2nd August, 2024 for a term of three years, besides appointing him as a regular director.

Cessation

Ms. Shyamla Khera and Mr. Arvind Varma ceased to be directors w.e.f. close of business hours of 20th July, 2024 and 20th October, 2024 respectively, on completion of their tenure as Independent Directors of the Company.

Your Board places on record the valuable contribution made by Ms. Shyamla Khera and Mr. Arvind Varma during their tenure as Directors of the Company.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Rajiv Arora has been appointed as a Whole Time Director , CEO and KMP w.e.f. 2nd August, 2024. Mr. Rohit Relan, Chairman and Managing Director, Mr. Rishabh Relan, Whole time Director, Mr. Vinod Kumar, CFO and Ms. Ritu Bakshi, Company Secretary are the KMPs of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by the Regulators/ applicable laws.

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been included in this Annual Report as a separate section, along with the certificate of Mr. R S Bhatia, Company Secretary in Practice.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013. There was an outstanding loan of Rs. 2260 Lacs as at 31.03.2025 from Mr. Rohit Relan, Chairman and Managing Director of the Company which is exempted as deposit under Rule 2(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014.

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

There are no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

LISTING

During the year under review, the Equity shares of the Company were listed on National Stock Exchange 24th March, 2025. The Equity shares of the Company were already listed on the Bombay Stock Exchange. The Company has paid listing fees due to the Stock Exchanges.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes in giving back to society and has taken steps for that. Alongside business priorities, the Company is committed to society as well and this is apparent through our CSR activities.

During the financial year, your Company has contributed to Rotary Southend Charitable towards skill development. The Company also contributed to Sewa Bharti towards healthcare for Cochlear Implant surgery.

Further, Bharat Seats continues to empower women as it is an essential for social change. This empowerment comes through education. For the girl child your Company took the call of âBeti Bachao, Beti Padhaoâ and contributed to âStudy Hall Educational Foundationâ a college in Lucknow for girls from the under privileged and marginalized section of society. Your Company also contributed to Somaiya Educational Trust, the college which provides need based scholarships to students and makes them culturally ready to mix and mingle with all strata of society.

The CSR Policy is uploaded on the Company''s website at the web link:

https://bharatseats.com/wp-content/uploads/2020/05/CSR-Policy-bsl-Final2021for-website.doc.pdf

During the financial year 2024-25, the Company contributed an amount of ?54 lakhs towards CSR, which is 2% of its average net profits for the preceding 3 financial years. There is no amount which is lying unspent in respect of the financial year under review.

The annual report on CSR activities, composition of the CSR Committee and other prescribed details are given in the report format provided under the Companies (Corporate Social Responsibility Policy) Rules, 2014 in Annexure III.

ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company''s website at :

https://bharatseats.com/wp-content/uploads/2020/05/Annual-Return.pdf.t MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the financial year. For further details, please refer the Report on Corporate Governance given separately in the Annual Report.

AUDIT COMMITTEE

As on 31st March, 2025, the Audit Committee comprised of four Directors, three Independent Non- executive Directors, namely Mr. Sudhir Maheshwari, Mr. Sanjay Bhattacharyya and Ms. Nisha Malhotra and one Executive Director, Mr.Rishabh Relan. Mr. Sudhir Maheshwari was the Chairman of the Committee.

Further, details of the Committee meetings held are given in the Corporate Governance Report. The powers and Role of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2025 and of the Profit of the Company for the year ending 31st March, 2025.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

(e) Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively.

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

Disclosure as required under Sub Rule 2 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure IV.

The ratio of the remuneration of each Director to the median employees'' remuneration and other details in terms of Sub Section 12 of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of the report as Annexure V.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS PROVIDED UNDER THE COMPANIES ACT, 2013

The Company has formulated a Nomination and Remuneration Policy which is available on the website of the Company. The link of the same is https://bharatseats.com/wp-content/uploads/2020/05/3.-Nomination-and-Remuneration-Policv.pdf. Other details are provided in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no transaction falling under the provision of Section 186 of the Companies Act, 2013 during the financial year under review.

RISK MANAGEMENT

The Company has in place the Risk Management Policy to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks.

VIGIL MECHANISM

The Company has in place an established Whistle Blower Policy. The Audit Committee and the Board periodically reviews the policy and its implementation. The purpose of this policy is to provide a framework to promote responsible whistle blowing by employees.

The Whistle Blower Policy may be accessed at the Company''s website at: https://bharatseats.com/wp-content/uploads/2020/05/whistle-blower-policy2020.pdf

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

AUDITORS AND AUDITORS'' REPORT

(a) Statutory Auditors

M/s S.R. Batliboi & Co. LLP, Chartered Accountants, LLP, (ICAI Firm Registration No. 301003E/E300005) were appointed as the Statutory Auditors at 35th Annual General Meeting (AGM) of the Company held on 28th June, 2022 for a consecutive term of five years.

Auditors'' Report

The Auditors'' Report given by M/s S.R. Batliboi & Co. LLP, Statutory Auditors on the financial statements of the Company for the year ended March 31, 2025 is part of the Annual Report. The Auditors'' Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

(b) Secretarial Auditor

The Board of Directors, pursuant to recommendation of the Audit Committee, recommended to shareholders, appointment of Mr. R.S. Bhatia, Company Secretary in Practice (Membership Number: FCS 2599, CP No. 2514) (Peer review Certificate No. 1496/2021) as the Secretarial Auditor of the Company. If approved by the shareholders, the appointment of Secretarial Auditor shall be for a period of 5 (Five) consecutive years from 1st April 2025 till 31st March 2030.

Secretarial Audit Report

In accordance with the provisions of the Section 204 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit was carried out by Mr. R. S. Bhatia, Company Secretary in Practice for the financial year 2024-25. The report of Secretarial Auditor for the financial year 2024-25 is annexed herewith marked as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has obtained annual secretarial compliance report from Mr. R S Bhatia, Company Secretary in Practice and the same shall be submitted to stock exchanges within the prescribed time limit. The annual secretarial compliance report does not contain any adverse remarks and qualifications.

c) Cost Audit

In accordance with Section 148 (1) of the Companies Act, 2013, the Company is not required to maintain the cost records as specified by the Central Government.

SAFETY

Safety first is our motto. While the laws make it mandatory for us to adopt benchmark practices, our values drive us towards this objective.

With the regular guidance from the Safety Team of Maruti Suzuki India Limited, the Company is now among the leading companies which have made safety its culture.

Well trained staff, focus on best practices & aided with installation of state-of-the-art Aerosol fire Detection & Suppression system across locations have worked at force multipliers in our journey.

Besides this the environmentally friendly practices, fire extinguishers, thermography test, adherence to NBC 2016, NOC from fire office & regular third-party inspections speaks of the commitment.

The review mechanism monitoring & mock drills happen periodically & monitored at APEX level. Last but not the least SHE (Safety, Health & Environment) training is regularly imparted to all the employees. Various initiatives taken are,

- Monthly zone wise safety audit system implemented, to ensure zero accident.

- Advanced LOTO system with DOJO room training implemented, to ensure full safety of human being on the shop floor.

The company is system certified for IATF (International Automotive Task Force) 16949 for quality management systems, ISO 14001 for environment management and ISO45001 for occupational health and safety , added Gujarat Hansalpur location in the start of FY 24-25. BSL is also accredited with ISO/IEC 17025:2017 âGeneral Requirements for the competence of Testing & Calibration Laboratoriesâ. Our Manesar, Gurgaon, Gujarat, Kharkhauda and Bhorakalan Plants have been certified as VSA âGreenâ Plants by Maruti Suzuki India Limited.

Your Company''s focus on safety and effective mitigation of all the likely risks involved, has led to safe and healthy working environment for all employees thus helping them to perform at their optimum level of competence.

ENVIRONMENT

Through ISO 14001, we are committed to work on continuously improving both Human Safety and Plant safety & Environment through: -

- Management of Safety & Environmental Risks through proactive risk mitigation planning. (Hazard Identification & Risk Assessment (HIRA) and Operation Control Procedure (OCP) Compliance to all safety & Environmental Regulations

- Focus on optimum use of Energy and Reduction of waste.

- Effective handling and waste disposal.

- Implemented Solar system to use renewable resources.

- Energy audit conducted at all the plants and adequate energy saving initiatives being placed related to energy saving.

- Various Energy saving kaizens implemented on the shop floor to save energy.

BSL is taking initiative for carbon neutrality in its new plant at Kharkhauda. The effort for carbon neutrality will be applicable in the area of plant construction, transportation system and usage of green energy.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted Internal Complaints Committee (ICC) known as Prevention of Sexual Harassment (POSH) Committee to enquire into complaints of Sexual Harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2024-25.

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review. b Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

d. Issue of Shares with differential voting rights

The Company has not issued any shares with differential rights during the year under review.

e. Issue of Shares under Employee Stock Option Scheme

No such issue of shares under employee stock option scheme was made.

f. Issue of shares through private placement - Nil.

g. Issue of Shares without differential voting rights - Nil.

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Suzuki Motor Gujarat Private Limited, Suzuki Motorcycle India Private Limited, Toyo Seat Co. Ltd., Japan, Inoac Corporation, Japan, Hayashi Telempu (Thailand) Co. Ltd., HDFC Bank Ltd., ICICI Bank Ltd., various departments of Central Government and Government of Haryana. The directors convey their deep appreciation to each and every employee for her/his efficient service, commitment and collective team work.

Your support as shareholders is greatly valued.

Your Directors thank you and look forward to the future with confidence.

Mar 31, 2024

The Directors have pleasure in presenting the 37^th Annual Report together with the Audited Accounts for the year ended 31st March, 2024.

Financial Results	- Rupees in Lakhs -
Particulars	2023-24	2022-23
Revenue from Operations	1,06,681.62	1,05,104.26
Other Income	453.88	409.48
Profit before Financial Cost & Depreciation	6,532.56	5,033.84
Less: Finance Costs	774.15	363.41
Profit before Depreciation & Taxation	5,758.41	4,670.43
Less:
A) Depreciation	2,400.29	1,707.34
B) Provision for Taxation
- Current Tax	851.48	716.01
- Deferred Tax	(22.41)	52.54
- Adjustment of tax relating to earlier years	23.61	39.90
Net Profit after Tax	2,505.44	2,154.64
Add: Other Comprehensive Income, Net of Taxes	(16.78)	16.43
Total Comprehensive Income for the year	2,488.66	2,171.07
Transfer to General Reserve	-	-
Balance Carried Forward to Balance Sheet	2,488.66	2,171.07

FINANCIAL HIGHLIGHTS AND OPERATIONS

The revenue from operations and other income for the financial year under review was Rs.1,07,135.50 lakhs as against Rs. 1,05,513.74 lakhs for the previous financial year, showing an increase of 1.54%. The profit before finance costs, depreciation and taxation is Rs. 6,532.56 lakhs for the financial year under review as against Rs. 5,033.84 lakhs for the previous financial year, an increase by 29.77%. The profit after tax increased to Rs.2,505.44 lakhs, as compared to Rs. 2,154.64 lakhs for the previous financial year, i.e. an increase by 16.28%. Total comprehensive income for the year increased to Rs. 2,488.66 lakhs as compared to Rs. Rs. 2,171.07 lakhs for the previous financial year, an increase by 14.63%. This was due to better capacity utilisation as a result of increase in sales of Car Seats to Maruti Suzuki India Limited and cost saving measures taken by the Company.

A new manufacturing facility is being set up at Kharkhauda, in Sonepat, Haryana.

Additional production facility is being set up at Company''s plant in Bhorakalan, Gurugram, Haryana for Two-wheeler wheel assembly project for Suzuki Motor Cycle India Private Limited and for new programmes of Maruti Suzuki India Limited.

TRANSFER TO GENERAL RESERVE

During the Financial Year 2023-24, the Company has not transferred any amount to General Reserves.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders at the 37^th Annual General Meeting, a dividend of 80% (Rs.1.60/- per equity share) amounting to Rs.502.40 lakhs for the financial year ended 31.03.2024.

AWARDS AND RECOGNITION

The Company has received the awards for the following:

1. Part Development

2. Special Support

at the Vendor Conference of Maruti Suzuki India Limited, held in Turkey recently.

WEBSITE

As per provisions of the Regulation 46 of the SEBI (LODR), 2015 all necessary information as required to be given to the shareholders/stakeholders, is available at www.bharatseats.com. Shareholders/ stakeholders are requested to refer to investor section.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Accordingly, during the financial year under review, the Company transferred Unclaimed dividend amounting to Rs. 3,24,048/- lying with the Company for a period of seven years pertaining to the financial year ended on 31st March 2016.

Accordingly, during the financial year under review, the Company has transferred 11,852 equity shares in respect of which dividend have not been claimed by the members for seven consecutive years pertaining to the financial year ended on 31st March, 2016, up to financial year ended 31st March, 2022 to IEPF Authority.

SHARE CAPITAL

There is no change in the capital structure of the Company.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business during the financial year 2023-24 under review.

RECLASSIFICATION OF SOME OF THE PROMOTERS/ PROMOTER GROUP AS PUBLIC

Pursuant to the Memorandum of Family Settlement, there was a change in the management and control of the Company. Some of the promoters, namely Mr. Ajay Relan, Ms. Sharda Relan, Ms. Mala Relan, Mr. Aashim Relan, Ms. Aashita Relan, Sharda Motor Industries Limited and Relan Industrial Finance Limited intended to get themselves reclassified from promoter group to general public category as these entities neither hold any share nor have any control over management/ hold any key managerial position in the Company.

On 1st November, 2022, the Company received requests for reclassification from the said promoters. After getting the approval from the Board and Shareholders, the application was filed and was subsequently approved by BSE on 27^thSeptember, 2023 for reclassification of the said promoters from promoter group to general public category.

MANAGEMENT DISCUSSION AND ANALYSIS

CREDIT RATING

ICRA has assigned its short-term credit rating of A2 and long-term credit rating of A- stable, indicating the outlook on the long term rating as ''Stable''.

RELATED PARTY TRANSACTIONS

All contracts/ transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and were at arm''s length basis.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at the web link: https://bharatseats.com/wp-content/uploads/2020/05/policy-on-related-party-trasactions-REVISED-2022-MAY6-1.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

BOARD ANNUAL EVALUATION

A meeting of the independent directors was held, which reviewed the performance of the Board (as a whole), Committees of the Board, the non-independent directors and the Chairman.

The evaluation of Independent Directors was carried out by the Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by rotation

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr. Venkat Raman Challa (DIN: 07093663) is liable to retire by rotation at the ensuing Annual General Meeting.

The Board recommends his re-appointment to the Shareholders.

Declaration from Independent Directors

Appointments

The Board on the recommendation of the Nomination and Remuneration Committee had recommended to shareholders the reappointment of Mr. Rishabh Relan (DIN:07726444) as Whole time Director of the Company. The shareholders approved the appointment of Mr. Rishabh Relan for a further term of three years w.e.f.4^th February, 2024.

The Board, on the recommendation of the Nomination and Remuneration Committee appointed Mr. Makoto Kunieda as additional director w.e.f.4^th August, 2023. The shareholders through the process of postal ballot, the result of which was declared on 7^th September, 2023, approved the appointment of Mr. Makoto Kunieda (DIN: 10260765) as non-executive Director liable to retire by rotation w.e.f. 7^th September, 2024.

The Board, on the recommendation of the Nomination and Remuneration Committee had recommended to shareholders appointment of Mr. Sanjay Bhattacharyya (DIN: 10449854) and Mr. Sudhir Maheshwari (DIN: 00649505) as NonExecutive Independent Directors of the Company. The shareholders further approved the appointment of Mr. Sanjay Bhattacharyya and Mr. Sudhir Maheshwari as Non-Executive Independent Directors of the Company w.e.f.1^st April, 2024 for a term of five years.

The Board, on the recommendation of the Nomination and Remuneration Committee appointed Ms. Vanita Chhabra as additional director w.e.f. 15^th May, 2024 and has recommended to shareholders the appointment of Ms. Vanita Chhabra (DIN: 06437336) as non-executive Independent Director.

The Board, on the recommendation of the Nomination and Remuneration Committee has recommended to shareholders, re-appointment of Mr. Rohit Relan as Managing Director of the Company for a further term of three years w.e.f. 1^stOctober, 2024 to 30^th September, 2027 on the terms and conditions as mentioned in the relevant item of the notice calling 37^th Annual General Meeting.

Resignations

Mr. Shigetoshi Torii resigned from directorship w.e.f. close of working hours of 3^rd August, 2023.

Your Board places on record the valuable contribution made by Mr. Shigetoshi Torii during his tenure as Director of the Company.

Cessation

Mr. G.N. Mehra and Mr. Ravindra Gupta ceased to be directors w.e.f. close of business hours of 31st March, 2024 on completion of their tenure as Independent Directors of the Company.

Your Board places on record the valuable contribution made by Mr. G. N. Mehra and Mr. Ravindra Gupta during their tenure as Directors of the Company.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Sanjeev Kumar resigned from the post of Chief Financial Officer (CFO) w.e.f. close of business hours of 8th February 2024. Mr. Vinod Kumar has been appointed as a CFO and KMP w.e.f. 9^th February, 2024. Mr. Rohit Relan, Chairman and Managing Director, Mr. Rishabh Relan, Whole time Director and Ms. Ritu Bakshi, Company Secretary are the KMPs of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Your Board places on record the valuable contribution made by Mr. Sanjeev Kumar during his tenure as CFO of the Company.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by the Regulators/ applicable laws.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013. There was an outstanding loan of Rs. 2260 Lacs as at 31.03.2024 from Mr. Rohit Relan, Chairman and Managing Director of the Company which is exempted as deposit under Rule 2(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014.

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

There are no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

LISTING

The Equity shares of the Company are listed on the Bombay Stock Exchange. The Company has paid listing fees due to the Stock Exchange.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year, your Company has contributed to Venture Centre ''Entrepreneurship Development Center'' and to Atal Incubation Centre, both towards skill development for polymer technology.

Further, Bharat Seats continues to empower women as it is an essential for social change. This empowerment comes through education. For the girl child we took the call of âBeti Bachao, Beti Padhaoâ and contributed to âStudy Hall Educational Foundationâ a college in Lucknow for girls from the under privileged and marginalized section of society. The college provides education and makes them culturally ready to mix and mingle with all strata of society.

The CSR Policy is uploaded on the Company''s website at the web link: https://bharatseats.com/wp-content/ uploads/2020/05/CSR-Policy-bsl-Final2021for-website.doc.pdf

During the financial year 2023-24, the Company has contributed an amount of ?36 lakhs towards CSR, which is 2% of

its average net profits for the preceding 3 financial years. There is no amount which is lying unspent in respect of the financial year under review.

The annual report on CSR activities, composition of the CSR committee and other prescribed details are given in the report format provided under the Companies (Corporate Social Responsibility Policy) Rules, 2014 in Annexure III.

ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company''s website at https://bharatseats.com/wp-content/ uploads/2020/05/MGT-7-for-website.pdf.

MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the financial year. For further details, please refer the Report on Corporate Governance given separately in the Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2024, the Audit Committee comprised of three Independent Non- executive Directors, namely Mr. G.N. Mehra, Mr. Ravindra Gupta and Ms. Shyamla Khera. Mr. G.N. Mehra was the Chairman of the Committee.

On completion of tenure of Mr. G. N. Mehra and Mr. Ravindra Gupta, Mr. Sanjay Bhattacharyya, Mr. Sudhir Maheshwari and Mr. Rishabh Relan were appointed as Members of Audit Committee w.e.f. 1^st April, 2024. Mr. Sudhir Maheshwari was designated as Chairman of the Audit Committee and Ms. Nisha Malhotra was appointed as the member of the Committee w.e.f. 15^th May, 2024.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31^stMarch, 2024 and of the Profit of the Company for the year ending 31^st March, 2024.

(d) The annual accounts have been prepared on a going concern basis.

(e) Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively.

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

Disclosure as required under Sub Rule 2 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure IV.

The Company has formulated a Nomination and Remuneration Policy which is available on the website of the company. The link of the same is https://bharatseats.com/wp-content/uploads/2020/05/NRCPolicv2020.pdf. Other details are

provided in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no transaction falling under the provision of Section 186 of the Companies Act, 2013 during the financial year under review.

RISK MANAGEMENT

VIGIL MECHANISM

The Whistle Blower Policy may be accessed at the Company''s website at weblink:https://bharatseats.com/wp-content/ uploads/2020/05/whistle-blower-policy2020.pdf

HUMAN RESOURCES

AUDITORS AND AUDITORS'' REPORT

(a) Statutory Auditors

Auditors'' Report

Further, the Auditors'' Report given by M/s S.R. Batliboi & Co. LLP, Statutory Auditors on the financial statements of the Company for the year ended March 31, 2024 is part of the Annual Report. The Auditors'' Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

(b) Secretarial Auditor

In accordance with the provisions of the Section 204 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit was carried out by Mr. R. S. Bhatia, Company Secretary in Practice for the financial year 2023-24. The report of Secretarial Auditor for the financial year 2023-24 is annexed herewith marked as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has obtained annual secretarial compliance report from Mr. R S Bhatia (CP No. 2514), Company Secretary in Practice and the same shall be submitted to stock exchange within the prescribed time limit. The annual secretarial compliance report does not contain any adverse remarks and qualifications.

c) Cost Audit

In accordance with Section 148 (1) of the Companies Act, 2013, the Company is not required to maintain the cost records as specified by the Central Government.

SAFETY

Safety first is our motto. While the laws make it mandatory for us to adopt benchmark practices, our values drive us towards this objective.

With the regular guidance from the Safety Team of Maruti Suzuki India Limited, the Company is now among the leading companies which have made safety its culture.

Well trained staff, focus on best practices & aided with installation of state-of-the-art Aerosol fire Detection & Suppression system across locations have worked at force multipliers in our journey.

Besides this the environmentally friendly practices, fire extinguishers, thermography test, adherence to NBC 2016, NOC from fire office & regular third-party inspections speaks of the commitment.

- Monthly zone wise safety audit system implemented, to ensure zero accident.

- Advanced LOTO system with DOJO room training implemented, to ensure full safety of human being on the shop floor.

EFFECTIVE MANAGEMENT SYSTEMS

The company is system certified for IATF (International Automotive Task Force) 16949 for quality management systems, ISO 14001 for environment management and ISO45001 for occupational health and safety. BSL is also accredited with ISO/IEC 17025:2017 âGeneral Requirements for the competence of Testing & Calibration Laboratoriesâ. Our Manesar, Gurgaon and Bhorakalan Plants have been certified as Comprehensive Excellence âGreenâ Plants by Maruti Suzuki India Limited.

ENVIRONMENT

Through ISO 14001, we are committed to work on continuously improving both Human Safety and Plant safety & Environment through: -

- Management of Safety & Environmental Risks through proactive risk mitigation planning. (Hazard Identification& Risk Assessment (HIRA) and Operation Control Procedure (OCP) Compliance to all safety & Environmental Regulations

- Focus on optimum use of Energy and Reduction of waste.

- Effective handling and waste disposal.

- Implemented Solar system to use renewable resources.

- Energy audit conducted at all the plants and adequate energy saving initiatives being placed related to energy saving.

- Various Energy saving kaizens implemented on the shop floor to save energy.

BSL is taking initiative for carbon nuetrality in its new plant at Kharkhauda. The effort for carbon nuetrality will be applicable in the area of plant construction, transportation system and usage of green energy.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

No Bonus Shares were issued during the year under review.

d. Issue of Shares with differential voting rights

The Company has not issued any shares with differential rights during the year under review.

e. Issue of Shares under Employee Stock Option Scheme

No such issue of shares under employee stock option scheme was made.

f. Issue of shares through private placement - Nil

g. Issue of Shares without differential voting rights - Nil.

ACKNOWLEDGEMENTS

Your support as shareholders is greatly valued.

Your Directors thank you and look forward to the future with confidence.

Mar 31, 2018

Dear Shareholders

The Directors have pleasure in presenting the 31st Annual Report together with the Audited Accounts for the year ended 31st March, 2018

FINANCIAL RESULTS Rupees in lakhs

PARTICULARS	2017-2018	2016-2017
REVENUE FROM OPERATIONS	1,00,137.75	94777.38
OTHER INCOME	120.90	148.21
PROFIT BEFORE FINANCIAL CHARGES & DEPRECIATION	6581.48	3839.45
LESS: FINANCE COSTS	320.38	447.12
PROFIT BEFORE DEPRECIATION & TAXATION	6261.10	3392.33
LESS:
A) DEPRECIATION	1911.08	1710.34
B) PROVISION FOR TAXATION
- CURRENT TAX(NET OF MAT CREDIT ENTITLEMENT)	1542.02	425.20
- DEFERRED TAX	(61.34)	112.53
- ADJUSTMENT OF TAX RELATING TO EARLIER YEARS	47.83	(73.05)
NET PROFIT AFTER TAX	2821.51	1217.31
ADD: OTHER COMPREHENSIVE INCOME, NET OF TAXES	(19.21)	(7.59)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	2802.30	1,209.72
TRANSFER TO GENERAL RESERVE	-	-
BALANCE CARRIED FORWARD TO BALANCE SHEET	2802.30	1209.72

FINANCIAL HIGHLIGHTS AND OPERATIONS

The revenue from operations and other income for the financial year under review was Rs. 100,258.65 lakhs as against Rs 94,925.59 lakhs for the previous financial year, i.e. an increase by 5.62%.The profit before finance costs, depreciation and taxation is Rs.6581.48 lakhs for the financial year under review as against Rs 3839.45 lakhs for the previous financial year, i.e. increase by 71.42%. The profit after tax increased to Rs. 2821.51 lakhs, as compared to Rs. 1217.31 lakhs for the previous financial year, i.e. increase by 131.78%. Total comprehensive income for the year increased to Rs. 2802.30 lakhs as compared to Rs. 1209.72 lakhs for the previous financial year, i.e. increase by 131.65%. This is mainly due to increase in volumes and other cost saving measures taken by the Company.

TPM ACTIVITY

To achieve vision, mission and business objectives, we are practicing TPM which is a proven world class practice and we had experienced the benefits of the same methodology.

We have started TPM activity first time in year 1999 at Gurugram Plant under the able guidance of Yamaguchi san and mentoring of our Chairman and Managing Director, Mr. Rohit Relan and learnt numerous new tools and techniques and achieved positive results and BSL Gurugram plant was awarded with Excellence Award in 2006 by JIPM (Japan Institute of Plant Maintenance).

Now Bharat Seats Limited (BSL) at Group Level has started TPM activity under the able guidance of Kuramitsu san(TPM Consultant from JMAC, Japan) and mentoring of our CMD, Mr. Rohit Relan. We launched the same in July 2017 with total Management commitment. Now Gurugram Plant has started activity for Second Level Award which is Consistence in Excellence and Manesar, Bhorakalan and TRIM plants are going for Excellence Award in 2020.

To achieve the said objective and award, all manufacturing locations of BSL have started working for model machine (one each in each plant) achieved significant improvements and results in terms of PQCDSME (Productivity, Quality, Cost, Delivery, Safety, Morale and Environment).

TPM kick-off happened in February 2018 in the presence of esteemed guest from our valuable customer (MSIL), our Key Suppliers, Mr. Rohit Relan CMD and BSL Team and Pillars. Now we are in the expansion phase to implement TPM Activity at all manufacturing locations with emphasis on Kaizen, Autonomous Maintenance, Focused Improvements and other Improvement project, activities and actions initiated as per the guidelines of Kuramitsu san.

TRANSFER TO GENERAL RESERVE

During the F.Y 2017-18, the Company has not transferred any amount to General Reserve.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders at the 31^st Annual General Meeting, a dividend of 50% (Re 1/- per equity share) for the financial year ended 31.03.2018 . The dividend shall be subject to tax on dividend to be paid by the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Accordingly, during the financial year under review, the Company has transferred Unpaid/ Unclaimed dividend amounting to Rs.1,65,740 lying with the Company for a period of seven years pertaining to the financial year ended on March 31^st, 2010.

b. The members of the Company are also informed that as per the new provisions introduced in the year 2016, underlying equity shares on which dividend remain Unpaid/Unclaimed for a period of 7 (seven) consecutive years are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

Accordingly, during the financial year under review, the Company has transferred the following shares to IEPF Authority:

(i) 40,827 equity shares in respect of which dividend have not been claimed by the members for seven consecutive years pertaining to the financial year ended on Marh 31, 2010, upto financial year 2016.

SHARE CAPITAL

There is no change in the capital structure of the Company.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business during the financial year 2017-2018 under review.

AWARDS AND RECOGNITION

During the year, your Company has been awarded:

1. Certificate for Yield Improvement

2. Shield for Overall Performance at Vendor Conference of Maruti Suzuki India Limited, held in Singapore.

Your Company has been awarded:

- a certificate for Fire Safety at Vendor Conference of Maruti Suzuki India Limited held in May, 2018; and

- a shield for cost reduction from Suzuki Motor Cycle India Private Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion And Analysis as stipulated under Regulation 34 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 is presented in a separate section, forming part of the Annual Report.

CREDIT RATING

ICRA has assigned its Short Term credit rating of A2 and Long term Credit rating of A-, indicating the outlook on the long term rating as âStableâ.

RELATED PARTY TRANSACTIONS

All contracts/ transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on armâs length basis.

The Related Party Transactions Policy as approved by the Board is uploaded on the Companyâs website at the web link: http://www.bharatseats.com/investors/ Policy on Related Party Transactions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)( m) of the Companies Act, 2013 read with Rule 8(3) of Companies(Accounts) Rules, 2014 is annexed hereto as Annexure II, forming part of this Report.

BOARD ANNUAL EVALUATION

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and guidance note dt. 5^th January, 2017, performance evaluation was carried out of the Board, its Committees and individual Directors, including the Chairman of the Board.

Nomination & Remuneration Committee reviewed the evaluation criteria for the Board, its Committees, Executive and non-executive Directors and Chairman of the Company, considering qualification, expertise, attributes and various parameters based on which evaluation of the Board has to be carried out by the Company.

A separate meeting of the independent directors was convened which reviewed the performance of the Board (as a whole), Committees of the Board, the nonindependent directors and the Chairman.

The evaluation of Independent Directors was carried out by the Board.

This exercise was carried out through structured evaluation process covering various aspects of the Board such as composition of the Board/ Committees, experience, competencies, performance of specific duties etc. Separate exercise was carried out to evaluate the performance of individual directors, including Board Chairman who were evaluated on the parameters such as attendance, contribution at the meeting, independent judgment etc. and was found to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS:

During the year under review, Mr. T.J. Chacko, Director (Operations) ceased to be Director of the company due to expiry of his tenure as Whole time Director w.e.f. 30.11.2017.

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr. Toshiya Miki (DIN: 07505339) retire by rotation at the ensuing Annual General Meeting.

The Board recommends his re-appointment.

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made there under as well as SEBI(Listing Obligations And Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Rohit Relan, Chairman and Managing Director, Mr. Sanjeev Kumar, CFO and Ms. Ritu Bakshi, Company Secretary continue to be the KMPs of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by the Regulators/ applicable laws.

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 been included in this Annual Report as a separate section, along with the Auditorsâ Certificate.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGISTRARS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE

None

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees due to the Stock Exchange.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy, recommended by the Audit Committee and approved by the Board is uploaded on the Companyâs website at the web link: http://www.bharatseats.com/investors/Corporate Social responsibility Policy

The Corporate Social Responsibility Report as provided in Companies (Corporate Social Responsibility Policy) Rules, 2014 and there was no unspent amount during the financial year. The detail is annexed hereto as Annexure III.

EXTRACT OF ANNUAL RETURN

Pursuant to sub section (3) of Section 92 and Sub section (3)(a) of Section 134 of the Companies Act, 2013 read with Rule 12 of Companies (Management And Administration) Rules, 2014, the extract of Annual return as on 31st March, 2018 is annexed hereto as Annexure IV.

MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the financial year. For further details, please refer the Report on Corporate Governance to this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of Independent Nonexecutive Directors, namely Mr. G.N. Mehra, Chairman, Mr. P.K. Lahiri and Mr. Ravindra Gupta.

Powers and Role of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that :

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2018 and of the Profit or Loss of the Company for the year ending 31st March, 2018;

(d) The annual accounts have been prepared on a going concern basis.

(e) Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively.

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

Disclosure as required under Sub Rule 2 of Rule 5 of Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure V.

The ratio of the remuneration of each Director to the median employeesâ remuneration and others detail in terms of Sub Section 12 of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of the report to Annexure VI.

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS PROVIDED UNDER SUB SECTION(3) OF SECTION OF THE COMPANIES ACT, 2013

The Company has formulated a Nomination and Remuneration Policy which annexed as part of the report as Annexure VII. Other details are provided in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no transaction falling under the provision of Section 186 during the financial year under review.

RISK MANAGEMENT

The Company has in place the Risk Management Policy to identify and assess the key risk areas and monitor the same.

The Board periodically reviews the risks and suggests steps to be taken to control the risks.

VIGIL MECHANISM

The Whistle Blower Policy may be accessed at the Companyâs website at web link: http://www. bharatseats. com/investors/policies/Whistle Blower Policy.pdf

HUMAN RESOURCES

AUDITORS AND AUDITORSâ REPORT

(a) Statutory Auditors

The shareholders of the Company at last AGM held on September 21, 2017 appointed M/s S.R. Batliboi & Co. LLP Chartered Accountants, LLP, (ICAI Firm Registration No. 301003E/E300005, as the Statutory Auditors of the Company for an initial term of 5 years, subject to ratification by members at every Annual General Meeting, if required under the provisions of the Companies Act, 2013. However, the Companies Amendment Act, 2013 has deleted the condition of ratification of statutory auditors and accordingly they hold their office till the conclusion of Annual General Meeting to be held in 2022.

The Auditorsâ Report given by M/s S.R. Batliboi & Co. LLP, Statutory Auditors on the financial statements of the Company for the year ended March 31, 2018 is part of the Annual Report. The Auditorsâ Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

(b) Secretarial Auditors

In accordance with the provisions of the Section 204 read with the Companies (Appointment And Remuneration of Managerial personnel) Rules, 2014, the Secretarial Audit was carried out by Mr. R S Bhatia, Practising Company Secretary for the Financial year: 2017-18. The report of Secretarial Auditor for the financial year 2017-18 is annexed herewith marked as Annexure VIII to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

SAFETY

SAFETY FIRST is what the Company preaches and practise. It is an oath. With the regular guidance from safety team of MSIL, today Bharat Seats Limited (BSL) is among the top companies which has made safe work practices its culture.

Installation of Aerosol Fire Detection and Suppression System at all manufacturing locations for special Hazard Fire Protection is in itself a unique approach pioneered and installed by BSL.

Besides this the environmentally friendly practices, fire extinguishers of MAP 90%, thermography test, adherence to NBC 2016, NOC from fire office and regular third party inspections speaks of the commitment.

The review mechanism, monitoring and mock drills happen periodically and is carried out none other than by the CMD, Mr. Rohit Relan. SHE (Safety, Health and Environment) training is imparted to all employees at all levels.

EFFECIVE MANAGEMENT SYSTEMS

The Company is system certified for IATF (International Automotive Task Force) 16949 for quality, ISO 14001 for Environment and OHSAS for Occupational Health and Safety.

OHSAS is internationally recognized model for occupational Health and Safety Assessment series for Management Systems. The Company focuses to control all the risks involved in all the functions across the company even before they could happen.

Our Chairman and Managing Director, Mr. Rohit Relan focus on effective mitigation of all the likely risks involved, has led to all employees feeling a safe and healthy working environment thus resulting them in performing at their optimum level of competence.

ENVIRONMENT

The Company is committed to the protection of environment and is not involved in any type of activity hazardous to environment. It strictly adheres to the provisions of environmental laws. There is no trade effluent generated by the Company which may cause pollution. Our Company is an ISO14001 certified company.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of the complaints received and disposed off during the financial year: 2017-18:

a) No. of complaints received: NIL

b) No. of Complaints disposed off: NIL SHARES

a. Buy Back Of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

No Bonus Shares were issued during the year under review.

d. Issue of Shares with Differential Rights

The Company has not issued any Shares with differential rights during the year under review.

e. Issue of Shares under Employee Stock Option Scheme

No such issue of shares under employee stock option scheme was made.

f. Issue of Shares through Private Placement- Nil

g. Issue of Equity Shares without Differential Voting Rights- Nil

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Suzuki Motorcycle India Private Limited, Toyo Seat Co. Ltd., Japan, Houwa Kogyo Co Ltd., Japan, Inoac Corporation, Japan, State Bank of India, Bank of Tokyo- Mitsubishi UFJ Ltd., Yes Bank Ltd., HDFC Bank Ltd., IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to each and every employee for her/ his efficient service, commitment and collective team work.

Your support as shareholders is greatly valued.

Your Directors thank you and look forward to the future with confidence.

For and on behalf of the Board

Bharat Seats Limited

Place : Gurugram (Rohit Relan)

Dated : 10.8.2018 Chairman and Managing Director

Mar 31, 2016

Dear Shareholders

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Accounts for the year ended 31st March, 2016

FINANCIAL RESULTS Rupees in lakhs

PARTICULARS	2015-2016	2014-2015
NET REVENUE FROM OPERATIONS	69983.59	69342.32
OTHER INCOME	219.88	166.23
PROFIT BEFORE FINANCIAL CHARGES & DEPRECIATION	3166.40	3401.21
LESS: FINANCE COSTS	537.97	620.92
PROFIT BEFORE DEPRECIATION & TAXATION	2628.43	2780.29
LESS:
A) DEPRECIATION	1670.22	1642.25
B) PROVISION FOR TAXATION
- CURRENT TAX(NET OF MAT CREDIT ENTITLEMENT)	231.29	234.95
- DEFERRED TAX	22.60	91.10
NET PROFIT AFTER TAX	704.32	811.99
ADD: BROUGHT FORWARD FROM PREVIOUS YEAR	50.00	50.00
PROFIT AVAILABLE FOR APPROPRIATION	754.32	861.99
APPROPRIATIONS:
PROPOSED DIVIDEND	282.60	282.60
CORPORATE DIVIDEND TAX	57.53	57.53
TRANSFER TO GENERAL RESERVE	-	471.86
BALANCE CARRIED FORWARD TO BALANCE SHEET	414.19	50.00

FINANCIAL HIGHLIGHTS AND OPERATIONS

The gross revenue from operations and other income for the financial year under review was Rs. 79533.57.lacs as against Rs 78371.57 lacs for the previous financial year. The profit before finance costs, depreciation and taxation is Rs. 3166.40 lacs for the financial year under review as against Rs 3401.21 lacs for the previous financial year, i.e. decrease by 6.90%. The profit after tax decreased to Rs.704.32 lacs, as compared to Rs. 811.99 lacs for the previous financial year, i.e. decrease by 13.26%. This is mainly due to on account of expenses incurred on strengthening of R&D Department and Business Development.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 45% (Re 0.90/- per equity share) for the financial year ended 31.03.2016.

MANAGEMENT DISCUSSION AND ANALYSIS

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

All contracts/ transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at the weblink: http://www.bharatseats.com/investors/ Policy on Related Party Transactions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)( m) of the Companies Act, 2013 read with Rule 8(3) of Companies(Accounts) Rules, 2014 is annexed hereto as Annexure II, forming part of this Report.

BOARD ANNUAL EVALUATION

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, performance evaluation was carried out of the Board, its Committees and individual Directors, including the Chairman of the Board.

A separate meeting of the independent directors was convened which reviewed the performance of the Board(as a whole), Committees of the Board, the no independent directors and the Chairman.

The evaluation of Independent Directors was carried out by the entire Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr. Narinder Dev Relan(DIN: 00240280) and Mr. Ajay Relan (DIN:00257584) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment.

The Board recommends their re-appointment.

Mr. Venkat Raman Challa , Nominee Director - Maruti Suzuki India Limited, was appointed as an Additional Director w.e.f.18th July, 2015, who shall hold office up to the date of the ensuing Annual general meeting. The Company has received requisite notice in writing from the member proposing the candidature of Mr. Challa for the office of Director. The Board recommend the appointment of Mr. Challa.

During the year, Mr. I.V. Rao, Director resigned w.e.f. close of business hours on 17th July, 2015. The Board placed on record its appreciation for the valuable services rendered by Mr. I.V.Rao during his association with your Company.

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made there under as well as SEBI(Listing Obligations And Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL(KMP):

Mr. Rohit Relan, Managing Director, Mr. TJ.Chacko, Director (Operations), Mr. Sanjeev Kumar, CFO and Ms. Ritu Bakshi , Company Secretary continue to be the KMPs of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by the Regulators/ applicable laws.

The report on Corporate Governance as stipulated under SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 been included in this Annual Report as separate section, along with the Auditors'' Certificate. The composition of Audit Committee with other details also form part of Corporate Governance Report.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

During the year, your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 read with Companies(Acceptance of Deposit)Rules, 2014and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGISTRARS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

None

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

A strong internal control culture is prevalent in the Company. The Internal Auditor monitors the compliance with the objective of providing to the Audit Committee and the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organizationâs governance processes.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees due to the Stock Exchange.

CORPORATE SOCIAL RESPONSIBILITY (CSR )

The CSR Policy, recommended by the Audit Committee and approved by the Board is uploaded on the Company''s website at the weblink:

http://www.bharatseats.com/investors/Corporate Social Responsibility Policy

The Corporate Social Responsibility Report as provided in Companies(Corporate Social Responsibility Policy) Rules, 2014 is annexed hereto as Annexure III.

EXTRACT OF ANNUAL RETURN

Pursuant to sub section (3) of Section 92 and Sub section (3)(a) of Section 134 of the Companies Act, 2013 read with Rue 12 of Companies(Management And Administration)Rules, 2014, the extract of Annual return as on 31st March, 2016 is annexed hereto as Annexure IV.

NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the financial year. For further details, please refer the Report on Corporate Governance to this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) ( c) of the Companies Act, 2013, the Directors confirm that :

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2016 and of the Profit or Loss of the Company for the year ending 31st March, 2016;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 , for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

(e) Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively.

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

Disclosure as required under Sub Rule 2 of Rule 5 of Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure V.

The ratio of the remuneration of each Director to the median employees'' remuneration and others detail in terms of Sub Section 12 of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of the report to Annexure V.

The Company has formulated a Nomination And Remuneration Policy. Details are provided in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

None

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

1. The Company has in place the Risk Management Policy to identify and assess the key risk areas and monitor the same.

The Board periodically reviews the risks and suggests steps to be taken to control the risks.

2. WHISTLE BLOWER POLICY

The Company has implemented Whistle Blower Policy. The Audit Committee and the Board periodically reviews the policy and its implementation.

The Whistle Blower Policy may be accessed at the Company''s website at weblink:http://www. bharatseats.com/investors/policies/Whistle Blower Policy.pdf

HUMAN RESOURCES

AUDITORS AND AUDITORSâ REPORT

(a) Statutory Auditors

M/s S.S.Kothari Mehta & Co., Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have confirmed that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The notes on financial statement referred to in the Auditors'' Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed Ms.Nidhi Chawla, Practicing Company Secretary, to conduct Secretarial Audit for the financial year: 2015-16. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the financial year 2015-16 is annexed herewith marked as Annexure VII to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ENVIRONMENT

The Company is committed to the protection of environment and is not involved in any type of activity hazardous to environment. It strictly adheres to the provisions of environmental laws. There is no trade effluent generated by the Company, which may cause pollution. Our Company is an ISO14001 certified company.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of the complaints received and disposed off during the financial year: 2015-16:

a) No. of complaints received : NIL

b) No. of Complaints disposed off: NIL

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Suzuki Motorcycle India Pvt. Limited, Toyo Seat Co. Ltd., Japan, Houwa Kogyo Co Ltd , Japan, Inoac Corporation, Japan, State Bank of Travancore, Bank of Tokyo- Mitsubishi UFJ Ltd., Yes Bank Ltd., IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and collective team work.

Your support as shareholders is greatly valued .

Your Directors thank you and look forward to the future with confidence.

For and on behalf of the Board

BHARAT SEATS LIMITED

Place : New Delhi (N. D. RELAN)

Dated : 15th April, 2016 CHAIRMAN

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Accounts for the year ended 31st March, 2015

FINANCIAL RESULTS Rupees in lakhs

PARTICULARS 2014-2015 2013-2014

NET REVENUE FROM OPERATIONS 69394.36 56003.83

OTHER INCOME 114.19 24.05

PROFIT BEFORE FINANCIAL 3401.21 2878.36 CHARGES & DEPRECIATION

LESS: FINANCE COSTS 620.92 625.84

PROFIT BEFORE DEPRECIATION 2780.29 2252.52 & TAXATION

LESS:

A) DEPRECIATION 1642.25 1352.14

B) PROVISION FOR TAXATION

CURRENT TAX(NET OF MAT 234.95 37.05 CREDIT ENTITLEMENT)

TAXES PAID FOR EARLIER YEARS - 1.85

DEFERRED TAX 91.10 190.72

NET PROFIT AFTER TAX 811.99 670.76

ADD: BROUGHT FORWARD FROM PREVIOUS 50.00 50.00 YEAR

PROFIT AVAILABLE FOR APPROPRIATION 861.99 720.76

APPROPRIATIONS:

PROPOSED DIVIDEND 282.60 251.20

CORPORATE DIVIDEND TAX 57.53 42.69

TRANSFER TO GENERAL RESERVE 471.86 376.87

BALANCE CARRIED FORWARD TO BALANCE 50.00 50.00 SHEET

PERFORMANCE REVIEW

The gross revenue from operations and other income for the financial year under review was Rs. 78371.57 lacs as against Rs. 63,199.95 lacs for the previous financial year. The profit before finance costs, depreciation and taxation is Rs. 3401.21 lacs for the financial year under review as against Rs. 2878.36 lacs for the previous financial year, i.e. an increase by 18%. The profit after tax increased to Rs. 811.99 lacs, as compared to Rs. 670.76 lacs for the previous financial year, i.e. an increase by 21%. This is mainly due to increase in volumes and other cost saving measures by the Company.

OPERATIONS

Your Company is well on the way to further growth. Your Company has already been awarded business of seat sets for the next models of Maruti Suzuki India Limited (MSIL), the production of which starts in April, 2015 and January, 2016.

During the year under review, your Company has manufactured and supplied extruded components for the prestigious top selling models of MSIL. Your Company has localized the raw materials used in the manufacture of extruded components. This has resulted in lower inventories, reduced dependence on imports and control on foreign currency fluctuations.

As regards the two wheeler business, your Company supplied Two wheeler seats and Sheet Metal fabricated parts for new models of Scooters and motorcycles to Suzuki Motorcycle India Private Limited.

Your Company also received further orders for their forthcoming models.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 45% (Re 0.90/- per share) for the financial year ended 31.03.2015.

AWARDS AND RECOGNITION

Your company has received Recognition Award for Superior Performance in the field of Design and Development for the year 2014-15 at Annual Vendor Conference of MSIL.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

All the related party transactions are repetitive in nature and are entered on arm''s length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement.

All Related party transactions are presented to the Audit Committee and the Board, on a quarterly basis. Omnibus approval is obtained for all the related party transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at the web link:

http://www.bharatseats.com/investors / Policy on Related Party Transactions

The information relating to particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure I, forming part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed hereto as Annexure II, forming part of this Report.

STATEMENT OF FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year, the Nomination and Remuneration Committee laid down the evaluation criteria for performance evaluation of all the directors.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and non- independent Directors, by the independent Directors. This exercise was carried out through structured evaluation process covering various aspects of the Board such as composition of the Board/ Committees, experience, competencies, performance of specific duties etc. Separate exercise was carried out to evaluate the performance of individual directors, including Board Chairman who were evaluated on the parameters such as attendance, contribution at the meeting, independent judgment etc. and was found to be satisfactory.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

I. RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr. Yoichi Kojima (DIN: 02973263) and Mr. I.V Rao (DIN:00329370) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment.

II. APPOINTMENT

The following Directors were appointed during the year:

* Mrs. Shyamla Khera (DIN: 06929439), was appointed as an Independent Director w.e.f. 21.07.2014, for a period of five years.

* Mr. Arvind Varma (DIN: 02225281) was appointed as an Independent Director w.e.f. 21.10.2014 for a period of five years.

* Mr. T. J. Chacko (DIN: 07005026) was appointed as Director (Operations) w.e.f. 01.12.2014 for a period of three years.

III. CESSATION

During the year, Mr. Gautam Khaitan, Director resigned w.e.f. 20.05.2014. The Board placed on record its appreciation for the valuable services rendered by Mr. Gautam Khaitan.

IV. KEY MANAGERIAL PERSONNEL (KMP)

During the year, Mr. Rohit Relan, Managing Director, and Mr. T. J. Chacko, appointed as Director (Operations) were designated as KMP

In addition to above, Mr. Sanjeev Kumar, CFO and Ms. Ritu Bakshi, Company Secretary were designated as KMP

COMPANIES WHICH BECAME OR CEASED TO TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Toyo Sharda India Pvt. Ltd. is a newly incorporated Associate Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the report on Corporate Governance and Management Discussion and Analysis Report have been included in this Annual Report as separate section, along with the Auditors'' Certificate.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

(a) Accepted during the year

Your Company has not accepted any deposits within the meaning of Section 2(31), read with section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

(b) Remaining unpaid or unclaimed as at the end of the year : None

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year : None

(d) Details of deposit which are not in compliance with the requirement of Chapter V of the Act : None

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGISTRARS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

None

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

A strong internal control culture is prevalent in the Company. A formalised system of internal controls facilitates effective compliance with Clause 49 of the Listing Agreement. The Internal Auditor monitors the compliance with the objective of providing to the Audit Committee and the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organisation''s governance processes.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year: 2014-2015.

CSR REPORT

The Corporate Social Responsibility Report as provided in Companies (Corporate Social Responsibility Policy) Rules, 2014 is as per Annexure III attached.

EXTRACT OF ANNUAL RETURN

Extract of Annual return as provided under sub section (3) of Section 92 of the Companies Act, 2013 is as per Annexure IV attached.

NUMBER OF MEETINGS OF THE BOARD

Forms part of Corporate Governance Report

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that :

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2015 and of the Profit or Loss of the Company for the year ending 31st March, 2015;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 , for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

(e) Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively.

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE AS REQUIRED UNDER SUB RULE 2 OF RULE 5 OF COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

As per Annexure V

DISCLOSURE IN BOARD''S REPORT

Having regard to the provisions of the first proviso to section 136(1) of the Act, the annual report, excluding the information as required under section 197(12) of the Act read with Rule 5(1) of the Company (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being to the sent to the members of the Company. The said information is available at the website of the Company and is available for inspection at the registered office of the company during working hours and any member interested in obtaining such information may write to be Company Secretary and the same will be furnished on request.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB SECTION 6 OF SECTION 149

Received from all Independent Directors.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS PROVIDED UNDER SUB SECTION(3) OF SECTION 178 OF THE COMPANIES ACT, 2013

The Company has formulated a Nomination And Remuneration Policy as per Annexure VI. Details are provided in Corporate governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

None

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

1. In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas and monitor the same.

The Board periodically reviews the risks and suggests steps to be taken to control the risks.

2. WHISTLE BLOWER POLICY

A fair and Transparent work culture has been core to the Company. To meet this objective, the Company had laid down the Whistle Blower Policy. The Board Approved the Whistle Blower Policy on 21st July, 2014.

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

M/s S.S. Kothari Mehta & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board had appointed Ms. Nidhi Chawla, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure VII to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ENVIRONMENT

The Company is committed to the protection of environment and is not involved in any type of activity hazardous to environment. It strictly adheres to the provisions of environmental laws. There is no trade effluent generated by the Company, which may cause pollution. Our Company is an ISO14001 certified company.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of the complaints received and disposed off during the financial year: 2014-2015:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Suzuki Motorcycle India Private Limited, Toyo Seat Co. Ltd., Japan, Houwa Kogyo Co Ltd, Japan, Inoac Corporation, Japan, State Bank of Travancore, Bank of Tokyo-Mitsubishi UFJ Ltd., Yes Bank Ltd., IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and collective team work.

Your support as shareholders is greatly valued .

Your Directors thank you and look forward to the future with confidence.

For and on behalf of the Board BHARAT SEATS LIMITED

PLACE : New Delhi (N. D. RELAN) DATED : 15th April, 2015 CHAIRMAN

Mar 31, 2014

Dear Shareholders

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS Rupees in lakhs

PARTICULARS 2013-2014 2012-2013

NET REVENUE FROM OPERATIONS 56003.83 60216.44

OTHER INCOME 24.05 127.86

PROFIT BEFORE FINANCIAL CHARGES & DEPRECIATION 2878.36 2482.48

LESS: FINANCE COSTS 625.84 647.18

PROFIT BEFORE DEPRECIATION & TAXATION 2252.52 1835.30

LESS:

A) DEPRECIATION 1352.14 1133.39

B) PROVISION FOR TAXATION

- CURRENT TAX(NET OF MAT CREDIT ENTITLEMENT) 37.05 -

- TAXES PAID FOR EARLIER YEARS 1.85 -

- DEFERRED TAX 190.72 166.89

NET PROFIT AFTER TAX 670.76 535.02

ADD: BROUGHT FORWARD FROM PREVIOUS YEAR 50.00 50.00

PROFIT AVAILABLE FOR APPROPRIATION 720.76 585.02

APPROPRIATIONS:

PROPOSED DIVIDEND 251.20 251.20

CORPORATE DIVIDEND TAX 42.69 42.69

TRANSFER TO GENERAL RESERVE 376.87 241.13

BALANCE CARRIED FORWARD TO BALANCE SHEET 50.00 50.00

PERFORMANCE REVIEW

The gross revenue from operations and other income for the fnancial year under review was Rs. 63,199.95 lacs as against Rs 68,294.40 lacs for the previous fnancial year. The proft before fnance costs, depreciation and taxation is Rs. 2878.36 lacs for the fnancial year under review as against Rs 2482.48 lacs for the previous fnancial year, i.e. an increase by 16%. The proft after tax increased to Rs. 670.76 lacs, as compared to Rs.535.02 lacs for the previous fnancial year, i.e. an increase by 25%. This is mainly due to better utilization of capital expenditure and other cost saving measures taken by the Company.

OPERATIONS

Your Company is well on the way to growth. Your Company has already been awarded business of seat sets for the next domestic as well as export model of Maruti Suzuki India Limited (MSIL), the production of which will start in 2014 and 2015 at the Company''s new plant at Manesar and Gurgaon.

Your Company is presently manufacturing and supplying extruded components for the prestigious top selling models of MSIL. It has received further orders for extruded components of MSIL''s new models, the production of which shall start in 2015-2016 at the Borakalan Plant.

As regards the two wheeler business, your Company has been awarded the order from Suzuki Motorcycle India Ltd. for the Seats and frames of the new model of Motorcycle, the production of which will commence in 2014 at its Gurgaon and Bhorakalan plant respectively.

EXPANSION AND FUTURE PROSPECTS

You would be happy to know that your Company has been awarded the business for manufacture of Recliner for ''Ertiga'' model and ''Lifter'' for various models, from MSIL. For this purpose, your company is entering into a Joint venture with Toyo Seat Co. Ltd., Japan.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 40% (Re. 0.80/- per share) for the fnancial year ended 31.03.2014.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies(Disclosure of particulars in the report of Board of Directors)Rules, 1988 is annexed hereto as Annexure I, forming part of this Report.

DIRECTORS

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr. N. D. Relan and Mr. Ajay Relan are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Girish Narain Mehra, Mr. Prateep Kumar Lahiri, Mr. Ravindra Gupta and Mr. Kishan Nagin Parikh as Independent Directors for a term upto 31st March, 2019. Details of the proposal for appointment of abovesaid directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Twenty Seventh Annual General Meeting

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the report on Corporate Governance and Management Discussion and Analysis Report have been included in this Annual Report as separate section, alongwith the Auditors'' Certifcate.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, or Section 2(31), read with section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year: 2014-15.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confrm that :

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 and of the proft or loss of the Company for the year ending 31st March, 2014;

(c) Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 , for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the effcient and loyal services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)Rules, 1975, the particulars of employees are set out in Annexure II.

AUDITORS

M/s S.S.Kothari Mehta & Co., Chartered Accountants retire at the Annual General Meeting and being eligible offer themselves for reappointment, which if made, will be in conformity with the provisions of Section 139 of the Companies Act, 2013.

COST AUDITORS

As per Section 233B of the Companies Act, 1956 and the MCA General Circular dt. 11th April 2011, (as amended vide General Circular No.36/2012 dated 6th Nov., 2012), subject to the approval of Central Government, the Board approved the appointment of Mr. S.N. Balasubramanian, Cost Accountant, New Delhi (Regn. no.102023) being eligible and having sought re-appointment as Cost Auditor under Section 148 of the Companies Act 2013 , to carry out the Cost Audit of the products manufactured by the Company for the year ending 31st March, 2015.

ENVIRONMENT

The Company is committed to the protection of environment and is not involved in any type of activity hazardous to environment. The Company strictly adheres to the provisions of environmental laws. There is no trade effuent generated by the Company, which may cause pollution. Our Company is an ISO14001 certifed company.

The ISO14001 Certifcation was renewed during the year.

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Suzuki Motorcycle India Limited, Toyo Seat Co.Ltd., Japan, Houwa Kogyo Co Ltd , Japan, Inoac Corporation, Japan, State Bank of Travancore, Bank of Tokyo- Mitsubishi UFJ Ltd., Yes Bank Ltd., IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and collective team work.

Your support as shareholders is greatly valued .

Your Directors thank you and look forward to the future with confdence.

For and on behalf of the Board

BHARAT SEATS LIMITED

PLACE : New Delhi (N. D. RELAN)

DATED : 16th April, 2014 CHAIRMAN

Mar 31, 2013

Dear Shareholders

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts for the year ended 31st March, 2013

FINANCIAL RESULTS

Rupees in lakhs

PARTICULARS 2012-2013 2011-2012

NET REVENUE FROM OPERATIONS 60216.44 43205.01

OTHER INCOME 127.86 56.12

PROFIT BEFORE FINANCIAL CHARGES & DEPRECIATION 2482.48 1730.18

LESS: FINANCE COSTS 647.18 334.84

PROFIT BEFORE DEPRECIATION & TAXATION 1835.30 1395.34 LESS:

A) DEPRECIATION 1133.39 671.19

B) PROVISION FOR TAXATION

- CURRENT TAX(NET OF MAT CREDIT ENTITLEMENT) 32.77

- DEFERRED TAX 166.89 122.93

NET PROFIT AFTER TAX 535.02 568.45

ADD: BROUGHT FORWARD FROM PREVIOUS YEAR 50.00 50.00 PROFIT AVAILABLE FOR APPROPRIATION 585.02 618.45

APPROPRIATIONS:

PROPOSED DIVIDEND 251.20 251.20

CORPORATE DIVIDEND TAX 42.69 40.75

TRANSFER TO GENERAL RESERVE 241.13 276.50

BALANCE CARRIED FORWARD TO BALANCE SHEET 50.00 50.00

PERFORMANCE REVIEW

During the year under review, the sales volume of 4 wheeler seat sets increased to 492384 seat sets, as compared to 466887 seat sets in the year ended 31st March, 2012, i.e. an increase by 5%.

The gross revenue from operations and other income for the fi nancial year under review was Rs. 68,294.40 lacs as against Rs 47,982.63 lacs for the previous fi nancial year, i.e. an increase by 42.33%. The profi t before fi nance costs, depreciation and taxation is Rs. 2482.48 lacs for the fi nancial year under review as against Rs. 1730.18 lacs for the previous fi nancial year, i.e. an increase by 43.48%. The profi t after tax squeezed by 5.88%, to Rs. 535.02 lacs as compared to Rs. 568.45 lacs, last year. This decline is mainly due to heavy investment for capacity expansion at BSL''s plant at Gurgaon and set up of new plants at Borakalan and Manesar, which has led to increase in bank borrowings and consequently, increase in interest cost and depreciation.

OPERATIONS

Your Company is well on the way to future growth. With the establishment of the new seat plant at Manesar in the Maruti Suzuki Vendor park, we have already been awarded business for the top selling model of Maruti Suzuki India Ltd. (MSIL) Â ''Swift'', the production of which will start this year.

You would be happy to know that at Manesar, we have been awarded the business of seat sets for next model of MSIL, the production of which will start in 2014.

Your Company has always been very quality conscious. To further upgrade the quality norms, your Company has set up a robotic welding facility for the seat frames, thereby ensuring the highest safety standards in the Car Seat.

Your Company has started manufacture and supply of extruded components for the prestigious top selling models of MSIL. Your Company has also been awarded the Roof Moulding for the various top selling models of MSIL, the production of which will commence during 2013-2014.

As regards the two wheeler business, your Company has been awarded the order from Suzuki Motor Cycle India Pvt. Ltd. for the Seating system for the new model of Scooter, the production of which will commence in 2014.

EXPANSION AND FUTURE PROSPECTS

Your company has completed the building construction work at the newly acquired Land in the Vendor Park of Maruti Suzuki India Ltd, Manesar to house complete seat manufacturing plant. The production in this plant for seats sets of ''Swift'' model shall commence in 2013.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 40% (Re. 0.80/- per share) for the fi nancial year ended 31st March, 2013.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies(Disclosure of particulars in the report of Board of Directors)Rules, 1988 is annexed hereto as Annexure I, forming part of this Report.

DIRECTORS

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 1956, Mr. G. N. Mehra, Mr. P. K. Lahiri and Mr. Gautam Khaitan are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the report on Corporate Governance and Management Discussion and Analysis Report have been included in this Annual Report as separate section, alongwith the Auditors'' Certifi cate.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year: 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confi rm that :

(I) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

II) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2013 and of the profi t or loss of the Company for the year ending 31st March, 2013;

(III) Proper and suffi cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the effi cient and loyal services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)Rules, 1975, the particulars of employees are set out in Annexure II.

AUDITORS

M/s S.S. Kothari Mehta & Co., Chartered Accountants retire at the Annual General Meeting and being eligible offer themselves for reappointment, which if made, will be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment. The Company strictly adheres to the provisions of environmental laws. There is no trade effl uent generated by the Company, which may cause pollution. Our Company is an ISO14001 certifi ed company.

The ISO14001 Certifi cation was renewed during the year.

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Suzuki Motor Cycle India Private Limited, Toyo Seats, Japan, Houwa Kogyo Co Ltd , Nagoya, Japan, , Inoac Corporation, Japan, Esaki Seisakusyo, Japan, State Bank of Travancore, Bank of Tokyo- Mitsubishi UFJ Ltd., Yes Bank, IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and collective team work.

Your support as shareholders is greatly valued.

Your Directors thank you and look forward to the future with confi dence.

For and on behalf of the Board

BHARAT SEATS LIMITED

PLACE : New Delhi (N. D. RELAN)

DATED : 25th April, 2013 CHAIRMAN

Mar 31, 2012

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts for the year ended 31st March, 2012

FINANCIAL RESULTS Rupees in lakhs

PARTICULARS 2011-20121 2010-20l1

NET REVENUE FROM OPERATIONS 43205.01 44158.58

OTHER INCOME 56.12 85.21

PROFIT BEFORE F NANCIAL CHARGES & DEPRECIATION 1730.18 1851.79

LESS: FINANCE COSTS 334.84 227.05

PROFIT BEFORE DEPRECIATION & TAXATION 1395.34 1624.74

LESS:

A) DEPRECIATION 671.19 480.98

B) PROVISION FOR TAXATION

- CURRENT TAX(NET OF MAT CREDIT ENTITLEMENT) 32.77 171.27

- DEFERRED TAX 122.93 149.08

NET PROFIT AFTER TAX 568.45 823.41

ADD:BROUGHT FORWARD FROM PREVIOUS YEAR 50.00 50.00

PROFIT AVAILABLE FOR APPROPRIATION 618.45 873.41

APPROPRIATIONS:

PROPOSED DIVIDEND 251.20 251.20

CORPORATE DIVIDEND TAX 40.75 40.75

TRANSFER TO GENERAL RESERVE 276.50 531.46

BALANCE CARRIED FORWARD TO BALANCE SHEET 50.00 50.00

PERFORMANCE REVIEW

During the year under review, the sale of 4 wheeler seat sets declined to 466887 seat sets, as compared to 524068 seat sets in the year ended 31st March, 2011, i.e. a decline by 11%.

The gross revenue from operations and other income for the financial year under review was Rs. 47,982.63 lacs as against Rs. 49,037.58 lacs for the previous financial year, i.e. a decline by 2.15%. The profit before finance costs, depreciation and taxation is Rs.1395.34 lacs for the financial year under review as against Rs. 1624.74 lacs for the previous financial year, showing decline by 14%. The profit after tax squeezed by 31%, to Rs. 568.45 lacs as compared to Rs. 823.41 lacs, last year. Besides decline in production, this decrease is due to heavy investment for capacity expansion at BSL's plant at Gurgaon and set up of new plants at Bhorakalan and Manesar, which has led to increase in bank borrowings and consequently, increase in interest cost and depreciation.

OPERATIONS

Your Company has been awarded business of Seat sets for first 3 row seat LUV(Life Utility Vehicle) Ertiga, launched by Maruti Suzuki India Ltd. (MSIL). For this purpose, a new Assembly line, based on Japanese model, was indigenously designed by your Company.

Your company was all so awarded business of Moulded Carpet for new model of 'Swift Dozier' launched by MSIL during the year.

Your company was awarded the business for manufacture of complete frames of the new model of two Wheeler for Suzuki Motorcycle India Pvt. Ltd. (SMIPL). The Robotic technology used in welding lines has resulted in very high accuracy and good efficiency in the manufacturing of these frames.

Your company's production of Scooter seats, the highest selling model of SMIPL, has almost doubled in the current fiscal, resulting in overall increase in sales turnover.

EXPANSION AND FUTURE PROSPECTS

Your Company, considering the growth in the Automobile Sector, has planned its capacity expansion, to cater to the increased demand.

Your company has acquired Land in the Vendor Park of Maruti Suzuki India Ltd, Manesar and has started construction of the building to house a complete Seat manufacturing plant.

Your Company has entered into another area of manufacture of Extruded components for automobiles, the commercial production of which shall commence shortly at Company's plant at Bhorakalan.

To meet the complete requirement of SMIPL, a new site at Bhorakalan is constructed for manufacture of two wheeler frames assembly.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 40% (Re. 0.80/- per share) for the financial year ended 31.03.2012,

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors)Rules, 1988 is annexed hereto as Annexure I, forming part of this Report.

DIRECTORS

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 1956, Mr. Ajay Relan, Mr. I.V. Rao and Mr. Yoichi Kojima are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the report on Corporate Governance and Management Discussion and Analysis Report have been included in this Annual Report as separate section, along with the Auditors' Certificate.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58Aof the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year: 2012-13.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(I) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

(II) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2012 and of the profit or loss of the Company for the year ending 31st March, 2012;

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the efficient and loyal services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)Rules, 1975, the particulars of employees are set out in Annexure II.

AUDITORS

M/s S.S. Kothari Mohta & Co., Chartered Accountants retire at the Annual General Meeting and being eligible offer themselves (tor reappointment, which if made, will be in conformity with the provisions of Section 224(1 B) of the Companies Act, 1956.

ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment. The Company strictly adheres to the provisions of environmental laws. There is no trade effluent generated by the Company, which may cause pollution. Our Company is an IS014001 certified company.

The IS014001 Certification was renewed during the year.

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Toyo Seats, Japan, Houwa Kogyo Co Ltd, Nagoya, Japan, Inoac Corporation, Japan, Esaki Seisakusyo, Japan, State Bank of Travancore, Bank of Tokyo- Mitsubishi UFJ Ltd., Yes Bank, IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and col active team work.

Your support as shareholders is greatly valued.

Your Directors thank you and look forward to the future with confidence.

For and on behalf of the Board

BHARAT SEATS LIMITED

PLACE : NEW DELHI (N.D.RELAN)

DATED : 30th APRIL 2012 CHAIRMAN

Mar 31, 2011

FINANCIAL RESULTS Rupees in lakhs

PARTICULARS 2010-11 2009-10

SALES 48,903.39 36,763.72

OTHER INCOME 134.19 123.92

PROFIT BEFORE FINANCIAL CHARGES & DEPRECIATION 1,848.62 900.69

LESS: FINANCIAL CHARGES 223.89 112.73

PROFIT BEFORE DEPRECIATION & TAXATION 1,624.73 787.96

LESS:

A) DEPRECIATION 480.98 268.03

B) PROVISION FOR TAXATION

Ã CURRENT TAX(LESS: MAT CREDIT ENTITLEMENT) 171.26 11.62

Ã DEFERRED TAX 149.08 148.97

Ã TAX FOR EARLIER YEARS WRITTEN OFF/(WRITTEN BACK) Ã (24.63)

NET PROFIT AFTER TAX 823.41 383.97

ADD: BROUGHT FORWARD FROM PREVIOUS YEAR 50.00 50.00

PROFIT AVAILABLE FOR APPROPRIATION 873.41 433.97

APPROPRIATIONS:

PROPOSED DIVIDEND 251.20 188.40

CORPORATE DIVIDEND TAX 40.75 31.29

TRANSFER TO GENERAL RESERVE 531.46 164.28

BALANCE CARRIED FORWARD TO BALANCE SHEET 50.00 50.00

PERFORMANCE REVIEW

The gross sales and other income for the financial year under review was Rs. 49,037.58 lacs as against Rs 36,887.64 lacs, registering an increase of 32.93%.The profit before tax (after interest and depreciation charges) of Rs.1,143.75 lacs and profit after tax of Rs. 823.41 lacs for the financial year under review as against Rs 519.93 lacs and Rs 383.97 lacs respectively for the previous financial year registering an increase of 120% and 114.45 % respectively.

OPERATIONS

During the year under review, the sale of seat sets surged on robust demand. Additional PU Line for making Head Rest Pads was established during the year, which helped the Company in meeting additional demand. An additional assembly line for making car seats was laid for supplying modified Wagon-R model of Maruti Suzuki India Limited.

Your company started manufacturing Polyurethane Pads with its newly developed technology called "Dual Hardness". This is to bring in more comfort in the seating system.

Due to the flexible production systems, Your company could accommodate the changes in the product mix required by the customers. Your company has developed and started manufacturing of the seating system for the new model of car for Maruti Suzuki India Ltd.

An additional assembly system for Two wheeler seats was installed during the year under review to cater to increased demand. Your company started a new product range involving technology of swaging and boring for the frames used in two wheeler manufacturing. These are from high accuracy machines to cater to the increased quality demand of the customer. This should cater to the demand of various frames for Suzuki Motorcycle India Pvt. Ltd.

EXPANSION AND FUTURE PROSPECTS

Your Company, considering the growth in the Automobile sector, has planned its capacity expansion, to cater to the increased demand.

Your Company is entering into another area of manufacture of extruded components for Maruti range of vehicles. For this purpose, your Company has entered into an Agreement with INOAC of Japan and has started setting up the facility at its plant at Bohrakalan. The production will commence in the ensuing financial year.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 40% (Re.0.80/- per share) for the financial year ended 31.03.2011.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies(Disclosure of particulars in the report of Board of Directors)Rules, 1988 is annexed hereto as Annexure I, forming part of this Report.

DIRECTORS

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 1956, Mr. N.D.Relan, Mr.Ravindra Gupta and Mr. Kishan N.Parikh are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the report on Corporate Governance and Management Discussion and Analysis Report have been included in this Annual Report as separate section, alongwith the Auditors Certificate.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year: 2011-12.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm 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) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2011 and of the profit or loss of the Company for the year ending 31st March, 2011;

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the efficient and loyal services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)Rules, 1975, the particulars of employees are set out in Annexure II.

AUDITORS

M/s S.S.Kothari Mehta & Co., Chartered Accountants retire at the Annual General Meeting and being eligible offer themselves for reappointment, which if made, will be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment. The Company strictly adheres to the provisions of environmental laws. There is no trade effluent generated by the Company, which may cause pollution. Our Company is an ISO14001 certified company.

The ISO14001 Certification was renewed during the year.

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Houwa Kogyo Co Ltd , Nagoya, Japan, State Bank of Travancore, Bank of Tokyo- Mitsubishi UFJ Ltd., Yes Bank, IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and collective team work.

Your support as shareholders is greatly valued .

Your Directors thank you and look forward to the future with confidence.

For and on behalf of the Board BHARAT SEATS LIMITED

(N.D.RELAN) CHAIRMAN

PLACE : NEW DELHI DATED : 13TH APRIL, 2011

Mar 31, 2010

FINANCIAL RESULTS Rupees in lakhs PARTICULARS 2009-2010 2008-09 SALES 36,763.72 24,940.73 OTHER INCOME 123.92 69.09 PROFIT BEFORE FINANCIAL CHARGES & DEPRECIATION 900.12 727.90 LESS: FINANCIAL CHARGES 112.73 91.37 PROFIT BEFORE DEPRECIATION & TAXATION 787.39 636.53

LESS: A. DEPRECIATION 268.03 213.32 B. PROVISION FOR TAXATION - CURRENT TAX (LESS : MAT CREDIT ENTITLEMENT) 11.05 47.02 - FRINGE BENEFIT TAX - 15.86 - DEFERRED TAX 148.97 77.51 - TAX FOR EARLIER YEARS WRITTEN OFF/(WRITTEN BACK) (24.63) 6.87 NET PROFIT AFTER TAX 383.97 275.95 ADD: BROUGHT FORWARD FROM PREVIOUS YEAR 50.00 15.00 PROFIT AVAILABLE FOR APPROPRIATION 433.97 290.95

APPROPRIATIONS: DIVIDEND PROPOSED 188.40 157.00 TAX ON DIVIDEND 31.29 26.68 TRANSFER TO GENERAL RESERVE 164.28 57.27 BALANCE CARRIED FORWARD TO BALANCE SHEET 50.00 50.00

PERFORMANCE REVIEW

The gross sales and other income for the financial year under review was Rs. 36,887.64 lacs as against Rs. 25,009.82 lacs, registering an increase of 47.50%.The profit before tax (after interest and depreciation charges) of Rs. 519.36 lacs and profit after tax of Rs. 383.97 lacs for the financial year under review as against Rs. 423.20 lacs and Rs. 275.95 lacs respectively for the previous financial year registering an increase of 22.72% and 39.14% respectively.

OPERATIONS

During the year under review, the sale of seat sets and carpets surged on robust demand. The New PU Line, with additional capacity and faster output established during the year helped the Company in meeting the additional demand. Due to flexible production systems, the Company could accommodate the changes in product mix required by the customers. The company has developed seating systems and moulded carpets for a new model of car launched by Maruti Suzuki India Limited and have started its supply during financial year 2009-10. The Company has also started production of Seats of a new model of car to be launched by Maruti Suzuki India Limited during 2010-11.

The Company supply seats and complete frames of the new model of Motorcycle launched by Suzuki Motorcycle India Pvt. Ltd. Your Company has also added one more product in its two-wheeler frame product range, the production of which shall commence in the next financial year.

The Company executed Development Order for Executive Chair Car of Shatabdi Train for the Indian Railways.

DIVIDEND

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 30% (Re. 0.60/- per share) for the financial year ended 31.03.2010.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors)Rules, 1988 is annexed hereto as Annexure I, forming part of this Report.

DIRECTORS

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 1956, Mr.G.N.Mehra, Mr.P.K.Lahiri and Mr.Gautam Khaitan are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

During the year, Mr. Yoichi Kojima was appointed as an Additional Director as nominee of Suzuki Motor Corporation in place of Mr.Toshiaki Tashiro w.e.f. 15.03.2010.

The Company expresses its appreciation for the valuable services rendered by Mr. Toshiaki Tashiro during his tenure as Director of Bharat Seats Limited.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the report on Corporate Governance and Management Discussion and Analysis Report have been included in this Annual Report as separate section, alongwith the Auditors Certificate.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year: 2009-10.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that :

(I) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(II) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2010 and of the profit or loss of the Company for the year ending 31st March, 2010;

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the efficient and loyal services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)Rules, 1975, the particulars of employees are set out in Annexure II.

AUDITORS

M/s S.S.Kothari Mehta & Co., Chartered Accountants retire at the Annual General Meeting and being eligible offer themselves for reappointment, which if made, will be in conformity with the provisions of Section 224(1 B) of the Companies Act, 1956.

ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment. The Company strictly adheres to the provisions of environmental laws. There is no trade effluent generated by the Company, which may cause pollution. Our Company is an ISO14001 certified company.

The ISO14001 Certification was renewed during the year.

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Houwa Kogyo Co Ltd , Nagoya, Japan, State Bank of Travancore, Bank of Tokyo - Mitsubishi UFJ Ltd., Yes Bank Ltd., IDBI Bank Ltd., various departments of Central Government and Haryana State Government. The directors convey their deep appreciation to employees at all levels for their commitment and collective team work.

Your support as shareholders is greatly valued .

Your Directors thank you and look forward to the future with confidence.

For and on behalf of the Board BHARAT SEATS LIMITED PLACE : NEW DELHI (N.D.RELAN) DATED : 13TH APRIL, 2010 CHAIRMAN

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