BOSCH Directors Report

The Directors have pleasure in presenting the SIXTY FIFTH Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2017.

1. Financial Results

Attention of the members is drawn to the notification dated February 16, 2015, issued by the Ministry of Corporate Affairs relating to the Companies (Indian Accounting Standards) Rules, 2015. Pursuant to the said notification, the Company has adopted Indian Accounting Standards (Ind AS) with effect from the year under review. Consequently, the financial statements for the previous year (FY 15-16) have been reinstated as per Ind AS to facilitate a like-to-like comparison.

(Rs. Million)



Sale of products (including excise duty)



Of which Export Sales



Profit Before Tax (from Continuing Operations)



Provision for tax



Profit After Tax from Continuing Operations



from Discontinued Operations






Other comprehensive income - net of tax



Total comprehensive income



* Re-stated on account of sale of the Starter Motors and Generators business with effect from August 01, 2016 and adoption of Ind AS.

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

2. Dividend

Pursuant to the requirements of the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy. This Policy is uploaded on the website and can be accessed at our company 1/shareholder information 1/2017 2/ Bosch Limited - Dividend Distribution Policy.pdf This policy is enclosed as Annexure ‘A’ (Page No. 56) to this Report.

The Board of Directors declared a Special Dividend of INR 75 per equity share aggregating to Mio INR 2,755 including Dividend Distribution Tax, on account of consideration received from sale of the Starter Motors and Generators business. The Special Dividend was paid in the month of February 2017.

In line with the Dividend Distribution Policy, the Board has recommended a Final Dividend of INR 90 per share for the Financial Year 2016-17, aggregating to Mio INR 3,306 including Dividend Distribution Tax. The dividend payout ratio (excluding Special Dividend) is approximately 22.9 percent, based on the profits as per Ind AS. The Final Dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

3. Manufacturing Facilities

3.1 Bengaluru (Karnataka)

The Bengaluru plant, with an eminent history of six decades, presently houses the manufacturing of Multi-cylinder pumps & Single-cylinder pumps.

The Plant, following a systematic approach of ‘Continuous Improvement’, is in the process of transforming itself from ‘Fit for Future’ to ‘We Shape the Future’, its new vision statement.

Relocation from Bengaluru to Bidadi, which started in February 2015, has been one of the major strategic actions for the year under review and will continue in the current year. The Plant has adopted a focused and proactive approach to meet the customer demands on account of change in emission norms from BS III to BS IV and thereafter to BS VI. The relocation to the Bidadi facilities is expected to be completed by early 2019.

3.2 Bidadi (Karnataka)

The Bidadi Plant, which manufactures Common Rail Pumps and components, strives to remain lean and agile by improvising on productivity using Industry 4.0 solutions, an enabler of manufacturing excellence.

The Plant undertook various CSR activities like Health camp for women and children, School renovation, RO-drinking water facility in and around its location along with Bidadi Industrial Association which were well appreciated.

During the year under review, the plant successfully installed and commissioned a 3.5 MW solar power plant resulting in carbon dioxide reduction by 10 tons/day.

3.3 Nashik (Maharashtra)

The Nashik Plant, which manufactures diesel injectors and components, achieved a production milestone of 20th million Common Rail Injector in 2016. During the year under review, the Plant successfully ramped up CR 2-20 body production to cater to the export demand of CKD. Further, investments were made for capacity expansion of new generation products and installation of new coating equipment.

As an eco-friendly measure, 10 MW capacity Solar Power Plant has been installed, resulting in carbon dioxide reduction by 32 tons/day.

3.4 Jaipur (Rajasthan)

The Jaipur Plant produces Distributor (VE) Mechanical and Electronic Diesel Control Pumps which are used in Light and Heavy Commercial Vehicles, Sports and Multi-Utility Vehicles (MUV) and tractors. Manufacturing of Conventional Injectors (NHA), which are used in Light and Heavy Commercial Vehicles, Locomotives, Tractors and Gensets, is being relocated from the Nashik Plant to Jaipur.

Growth in the domestic LCV and MUV markets resulted in good turnover despite slight contraction in OE volumes due to demonetization in last quarter of 2016. The BS III to BS IV Emission Norm changeover with effect from April 01, 2017 resulted in higher demands for VE pumps towards the end of the last quarter of the year under review. The Plant successfully met the customer demands and achieved Zero obsolescence of pumps with 100 percent delivery fulfillment.

During the year under review, the plant implemented various cost-reduction measures across the value chain.

3.5 Naganathapura (Karnataka)

The Naganathapura Plant produces Spark Plugs, a product produced by the Bosch group for over a century. The year under review witnessed an increase in the turnover mainly due to higher demand from OE and Independent Aftermarket segments.

Focusing on improving cost competitiveness, productivity improvement projects were implemented along with safety and quality improvement programs.

3.6 Verna (Goa)

During the year under review, Verna plant opened account in secondary packaging product line with the first sale of Baling Machine (GSV 4800). The Plant, with focused approach, continued its efforts to innovate and develop new products. Verna plant also celebrated successful 20 years of Bosch Packaging Technology in India with an ‘in-house show’ which was a well-attended and appreciated event.

3.7 Gangaikondan (Tamil Nadu)

Situated at Tirunelveli, Tamil Nadu with a 6,200 sq. meters of built up area, the state-of-the-art Gangaikondan plant is the only Gasoline Systems plant in India catering to the needs of growing Gasoline automobile market (both four and two wheelers) in India.

The Plant mainly produces Power Train Sensor products, Air Management products, Fuel supply products, Fuel Injection products for Gasoline vehicles. Effective utilization of production lines ensures that the Plant is ready to face higher demands.

The Plant has installed 40KW solar energy panels to harness solar power and reduce dependency on conventional electric supply.

3.8 Chennai (Tamil Nadu)

The Power Tools facility admeasuring approximately 8,500 sq. meters is located at Indospace Industrial Park, Orgadam, Tamil Nadu. At present, the facility caters mainly to the Indian and SAARC markets. It primarily manufactures Small Angle grinders, Large Angle grinders, Marble cutters, Blowers, Drills and two-kg Hammers, along with their motors.

4. Information Technology (IT)

For GST preparedness, IT projects were rolled out for making the Regional SAP system GST compliant. Pre-readiness check and necessary upgrades have been completed in July 2016. Further upgradations are being made to the Regional SAP system to meet the GST go-live date.

5. Change Initiatives

5.1 Continuous Improvement Process (CIP)

Considering the potential for further improvement in CIP practices at the Company to foster a culture of process orientation and problem solving, a project was undertaken for defining CIP road map by end 2018 and for its structured deployment and review by Senior Leadership. This project has supported in considerable improvement in various Key Performance Indicators (KPIs) e.g. Number of Implemented Suggestions per Employee, Savings from CIP Activities, Number of CIP Workshops, No. of VSDIA (Value Stream Design in Indirect Areas) Projects, Key CIP Competencies, Processing Time per Suggestion, etc. with involvement of associates across.

5.2 Bosch Production System (BPS)

To augment the BPS Vision “Competitive Products from Agile and Sustainable Waste-free Supply Chain”, BPS principles have been deployed to interface ‘Source - Make - Deliver’. Using the ‘Pull principle’ improvements have been on “People, Process and Products”. During the year under review, the Company focused on “Lead from the Front” for Plant Managers through mentoring by Bosch BPS Experts. These initiatives led to streamlining of the process in the Value stream and has yielded sustained results like increase in productivity, first pass yield and reduction in throughput time and inventories.

6. Business Excellence

Striving for Excellence is one of the ‘Strategic focal points’ in our mission statement ‘We are Bosch’.

The thrust on Business Excellence is predominantly visible in the Diesel Systems business locations in India.

As excellence is a comparative and improvement oriented journey, many initiatives have been taken up to bring in a culture of ‘Outside-in’ with aspects of learning good practices and benchmarking with other organizations in a structured way. Agility as a theme is one of the key focal points for this year at Diesel Systems division in order to transform ourselves towards an ‘Agile Organization’. Agility is being fostered at individual, team and division levels. With visible success in Diesel Systems divisions, Business excellence concepts are now being used across other divisions.

7. Awards and Recognition

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

- Confederation of Indian Industries EXIM Bank Award for Business Excellence 2016 - Jaipur Plant

- Confederation of Indian Industries - Business Practices Competition Award - Bengaluru Plant

- Confederation of India Industries Award -Excellent Energy Efficient Unit - Nashik Plant

- CSR Award for “Best Overall sustainable performance” by CSR World Congress

- Excellence in Fire Safety from Finest India Skills & Talent - Bengaluru Plant

- Award for Special Support at Maruti Suzuki India Limited Vendor Conference 2016

- Supplier Excellence Award from Mahindra & Mahindra Limited

- Best Supplier Award from MITSUBSHI

- Best New Product Development Silver award -Greaves

- ABO Supplier Innovation Award from Cummins India

- ’Excellent Support in New Product Development’ -SML Isuzu Limited

- Outstanding Support in Sales Promotion - Honda India

- Certificate of Appreciation from Kirloskar Oil Engines Limited

8. Directors and Key Managerial Personnel

8.1 Director Retiring by Rotation

Mr. Peter Tyroller retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-election at the said Meeting of the Company.

8.2 Changes in the Board and Key Managerial Personnel

8.2.1 Board

Dr. Steffen Berns who was re-appointed as the Managing Director of the Company for a period of 2 years at the 64th Annual General Meeting, resigned as Director and Managing Director with effect from close of business hours on December 31, 2016 upon assuming responsibility as President - Car Multimedia business with Robert Bosch, Germany. The Board places on record its sincere appreciation for contribution made and leadership provided by Dr. Berns during his tenure as the Managing Director of the Company.

Consequent to Dr. Berns returning to Germany,

Mr. Soumitra Bhattacharya who was re-appointed as Joint Managing Director for the period January 01, 2017 to June 30, 2020 was re-designated as Managing Director for the said term.

Pursuant to changes at the Senior Management level, Dr. Andreas Wolf was appointed as Joint Managing Director for the period January 01, 2017 to February 28, 2019.

Mr. Jan Oliver Rohrl, who joined the Company as Executive Vice-President (Engineering) & Regional President (Diesel Systems) was appointed as Alternate Director to Mr. Peter Tyroller in place of Dr. Andreas Wolf. Mr. Rohrl, by virtue of being in employment of the Company has been placed in position of a Whole-time Director. The Board of Directors, therefore, approved his appointment as Whole-time Director from February 11, 2017 to December 31, 2020, subject to the approval of Central Government and shareholders.

Approval of the members for the aforementioned re-designation and appointments is being sought at the forthcoming 65th Annual General Meeting.

Brief profiles of Mr. Peter Tyroller, Mr. Soumitra Bhattacharya, Dr. Andreas Wolf and Mr. Jan Oliver Rohrl forms a part of the Notice convening the 65th Annual General Meeting.

8.2.2 Key Managerial Personnel

The Board of Directors, on recommendation of the Nomination and Remuneration Committee, appointed Mr. S Karthik as Joint Chief Financial Officer (Joint CFO) of the Company with effect from February 11, 2017.

Consequent to his appointment as the Joint CFO, Mr. S Karthik relinquished his position as the Company Secretary and Compliance Officer.

Mr. R Vijay was appointed as the Company Secretary of the Company with effect from February 11, 2017

As on the date of this report, the following are the Key Managerial Personnel of the Company:

Mr. Soumitra Bhattacharya (Managing Director & Chief Financial Officer)

Dr. Andreas Wolf (Joint Managing Director)

Mr. Jan Oliver Rohrl [Executive Vice-President (Engineering) & Regional President (Diesel Systems) & Alternate Director]

Mr. S Karthik (Joint Chief Financial Officer)

Mr. R Vijay (Company Secretary)

8.3 Independent Directors

The Independent Directors have given a declaration to the Company that they meet the criteria of independence prescribed under section 149(6) of the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

8.3.1. Familiarization Programme for Independent Directors

For details of the familiarization programme for Independent Directors please refer to the Corporate Governance Report.

8.4 Performance Evaluation of Directors

In line with the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own perfomance, its Committees and individual Directors.

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

9. Board Meetings

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

10. Corporate Social Responsibility (CSR) Committee and Initiatives

Consequent to resignation of Dr. Steffen Berns from directorship of the Company, the CSR Committee was reconstituted by inducting Dr. Andreas Wolf as a member in place of Dr. Steffen Berns. As on the date of this report, the CSR Committee comprises of four members. Mr. Prasad Chandran, Independent Director, is the Chairman of the Committee. The other members are Mr. Bhaskar Bhat, Independent Director; Mr. Soumitra Bhattacharya, Managing Director and Dr. Andreas Wolf, Joint Managing Director. The CSR Committee oversees the Company’s CSR initiatives.

The Board of Directors has adopted a CSR policy in line with the provisions of the Companies Act, 2013. The CSR policy, inter-alia, deals with the objectives of the Company’s CSR initiatives, its guiding principles, thrust areas, responsibilities of the CSR Committee, implementation plan and reporting framework.

Some of the key initiatives during the year under review were as under:

(i) Health, Hygiene and Education in Government schools: Medical camps, follow-up and treatment including surgeries for school children, hands on training in science, life skill, computer/English education and Infrastructure development in schools.

(ii) Vocational training focused on employable skills: Short term skill development and training programme for school dropouts; and

(iii) Neighbourhood projects as per the local needs identified by Company’s Plants: Setting up Reverse Osmosis Plant in villages near Jaipur, Check dams near Nashik; Kitchen setup near Jigani, Bengaluru, etc.

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

Annual Report on Corporate Social Responsibility Activities of the Company is enclosed as Annexure -’B’ (Page No. 58) to this report.

11. Audit Committee

The Audit Committee comprises of five members.

Mrs. Renu S Karnad, Independent Director, is the Chairperson of the Committee. The other members are Mr. V. K. Viswanathan, Non-Executive & Non-Independent Director, Mr. Bernhard Steinruecke, Mr. Prasad Chandran and Mr. Bhaskar Bhat, Independent Directors.

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

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

12. Subsidiary and Associate Companies

12.1 Subsidiary Company

MICO Trading Private Limited (MTPL)

The Company has only one subsidiary viz., MICO Trading Private Limited. The financial performance of MTPL is as under:-

(Amount in TINR)




Total Revenue



Profit/(Loss) Before Tax



Profit/(Loss) After Tax



*Re-stated on account of adoption of Ind AS.

The Directors’ Report along with the Audited Statement of Accounts of MTPL has been uploaded on the website of the Company at www.boschindia. com under the “Shareholder Information” section.

122 Associate Company

Newtech Filter India Private Limited (NTFI)

The Company has one Associate Company viz., Newtech Filter India Private Limited. The Company holds 25 percent and Robert Bosch Investment Nederland BV holds 75 percent of the paid-up share capital of NTFI.

NTFI is the manufacturer of automotive filters, selling their products to the Company which further sells the same to end customers. Aftermarket contributed to 73 percent of the product sales while 27 percent were attributed to OEM and OES channels in 2016-17.

The turnover and results of NTFI are as follows:

(Mio INR)




% Growth





Profit / (Loss) Before Tax




PBT % on Turnover




1. The numbers given above are for April to March period. For 2015-16 numbers are for the 15 month period from January 01.01.15 to 31.03.16

2. Percentage growth in 2016-17 is over 2015-16 on a prorata basis.

A separate statement containing the salient features of the financial statement of the aforementioned Subsidiary and Associate is enclosed as Annexure ‘C’ (Page No. 62) to this Report.

13. Remuneration Policy

The Nomination and Remuneration Policy, inter-alia, provides for criteria and qualifications for appointment of Director, Key Managerial Personnel and Senior Management, Board diversity, remuneration to directors, key managerial personnel, etc. The policy is enclosed as Annexure ‘D’ (Page No. 63) to this Report. The policy can also be accessed at the following link: our company 1/shareholder information 1/2015/ Nomination and Remuneration Policy.pdf

14. Particulars of Employees

Disclosures pertaining to remuneration of employees and other details, as required under Section 197(12) of the Act and rules framed thereunder is enclosed as Annexure ‘E’ (Page No. 66) to this Report.

The information in respect of employees of the Company required pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, will be provided on request. In terms of Section 136 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto excluding the aforementioned particulars of employees, which is available for inspection by the Members at the Registered Office of the Company during business hours on any working day. Any member desirous of obtaining a copy of the same may write to the Company at

15. Corporate Governance

A report on Corporate Governance in terms of the requirements of the Listing Regulations and a certificate from the Practicing Company Secretary, forms part of this Annual Report (Page No. 193).

16. Risk Management

The Company has a well-defined Risk Management policy. The policy has been developed after taking cognizance of the relevant statutory guidelines, Bosch Guidelines on risk management, empirical evidences, stakeholder’s feedback, forecast and expert judgment.

The policy, inter-alia, provides for the following:

1. Risk Management framework;

2. In-built pro-active processes within the Risk Management Manual for reporting, evaluating and resolving risks;

3. Identifying and assessing risks associated with various business decisions before they materialize. Take informed decisions at all levels of the organization in line with the Company’s risk appetite;

4. Ensuring protection of shareholders’ stake by establishing an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting all risks;

5. Strengthening Risk Management through constant learning and improvement;

6. Adoption and implementation of risk mitigation measures at every level in order to achieve longterm goals effectively and sustainably;

7. Regularly review Risk Tolerance levels of the Company as they may vary with change in the Company’s strategy; and

8. Ensuring sustainable business growth with stability.

In the opinion of the Board, there are no risks that may threaten the existence of the Company.

17. Whistle Blower Policy

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

Details of the Whistle Blower Policy have been mentioned in the Corporate Governance Report. The Whistle Blower Policy has also been uploaded on the website of the Company and can be accessed at the following link: media/in/documents/our company 1/shareholder information 1/2014/Whistle blower policy.pdf

18. Business Responsibility Report

In terms of the requirements of Regulation 34(2)(f) of the Listing Regulations, a report on Business Responsibility in the format prescribed by Securities and Exchange Board of India forms a part of this Annual Report (Page No. 205).

19. Related Party Transactions

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

Consequent to the approval of the shareholders for sale of the Starter Motors and Generators business (SG Business) of the Company, the said business was transferred to Robert Bosch Starter Motors Generators India Private Limited with effect from August 01, 2016.

The details of Related Party Transactions under Section 188(1) of the Act required to be disclosed under Form AOC - 2 pursuant to Section 134(3) of the Act is enclosed as Annexure ‘F’ (Page No. 68).

The Company has framed a policy on determining materiality of Related Party Transaction and dealing with Related Party Transaction. The said policy has been uploaded on the website of the Company and can be accessed at the following link: our company 1/shareholder information 1/2014/ RPT Policy.pdf

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

The report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, as amended, is enclosed as Annexure ‘G’ (Page No. 70) to this Report.

21. Auditors

21.1 Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act, 2013, the term of office of Price Waterhouse & Co Bangalore LLP (“PWC”) will end at the conclusion of the forthcoming Annual General Meeting. The Board places on record its appreciation for services rendered by PWC as Statutory Auditors of the Company.

The Board has recommended appointment of M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018) (DHS LLP) as Statutory Auditors of the Company. The aforementioned appointment is subject to approval of the shareholders at the forthcoming Annual General Meeting. Accordingly, resolution for appointment of DHS LLP as Statutory Auditors of the Company for a period of 5 consecutive years from the conclusion of the 65th (forthcoming) Annual General Meeting till the conclusion of the 70th Annual General Meeting to audit the Financial Statements of the Company from Financial Year 2017-18 is proposed for approval of the members at the forthcoming AGM.

The Auditors’ Report on the Standalone as well as Consolidated Financial Statements for the Financial Year 2016-17 is unmodified i.e. it does not contain any qualification, reservation or adverse remark.

21.2 Cost Audit & Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants, Bengaluru (Registration No.000065) as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2017-18 in terms of the provisions of Section 148 of the Companies Act, 2013. As per the requirements of the said section, remuneration payable to the Cost Auditors is required to be ratified by the shareholders at the General Meeting. Accordingly, resolution ratifying the remuneration payable to M/s. Rao, Murthy & Associates forms a part of the Notice dated May 25, 2017 convening the 65th Annual General Meeting.

21.3 Secretarial Auditor

The Company appointed Mr. Sachin Bhagwat, Practicing Company Secretary, to conduct Secretarial Audit as per the provisions of the Act for the Financial Year 2016-17. The report of the Secretarial Audit is enclosed as Annexure ‘H’ (Page No. 72) to this report.

There were no qualifications, reservations or adverse remarks in the Report of the Secretarial Auditor.

21.4 Reporting of Fraud

There have been no instances of fraud reported by the aforesaid Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

22. Directors’ Responsibility Statement

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

(a) in the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;

(b) they have selected and consistently applied accounting policies and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period;

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

(d) the annual accounts have been prepared on a ‘going concern’ basis

(e) proper internal financial controls are in place and that they are adequate and are operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

23. Details of Loans, Guarantee and Investments

Details of loans, guarantee and investments covered under section 186 of the Act, are given in the Notes to the Financial Statements.

24. Deposits

During the year under review, there were no deposits as per the provisions of Companies Act, 2013.

25. Material Changes and Commitments

There were no material changes and commitments between the end of the year under review and the date of this report, which could have an impact on the Company’s operation in the future or its status as a “going concern”.

26. Significant and Material Orders passed by the Regulators or Courts

Company’s manufacturing facility at Jaipur was closed for a day in the month of October 2016 consequent to notice of closure by Rajasthan State Pollution Control Board (RSPCB). Based on the representation made by the Company, RPSCB revoked their closure order.

Karnataka State Pollution Control Board (KSPCB) had vide Public Notification dated May 05, 2017 directed closure of all industrial units in the catchment area of the Bellandur Lake, Bengaluru. As an abundant caution, operations at the facility of the Company situated at Adugodi, Bengaluru were temporarily halted for a day. Based on the clarification by KSPCB regarding non-applicablity of the said public notice to the Company’s Adugodi facility, operations were resumed with effect from May 08, 2017.

There was no financial impact on account of temporary closure of the facilities situated at Jaipur and Adugodi, Bengaluru pursuant to the above orders.

Further, there were no significant or material orders passed by the Regulators or Courts impacting the going concern status and Company’s operations in future.

27. Buyback

During the year under review, the Company has bought back 878,160 Equity Shares of face value of INR 10 each representing 2.796 percent of the pre-buyback paid up share capital of the Company for an aggregate consideration of Mio INR 20,197 (representing 24.99 percent of the paid up share capital and free reserves). Robert Bosch GmbH, the holding company, also participated in the Buyback.

The Post Issue capital of the Company is Mio INR 305.21 consisting of 30,520,740 Equity Shares of INR 10 each. The present shareholding pattern is as under:

% of the


No. of shares


share capital

Promoter and Promoter







28. Extract of Annual Return

In terms of the requirements of Section 134(3)(a) of the Act, an Extract of Annual Return as provided under Section 92(3) of the Act is enclosed as Annexure ‘I’ (Page No. 74) to this Report.

29. Acknowledgements

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

30. Cautionary Statement

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

For and on behalf of the Board of Directors

V. K. Viswanathan

DIN: 01782934


Date: May 25, 2017

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.

Disclaimer: There is no guarantee of profits or no exceptions from losses. The investment advice provided are solely the personal views of the research team. You are advised to rely on your own judgment while making investment / Trading decisions. Past performance is not an indicator of future returns. Investment is subject to market risks. You should read and understand the Risk Disclosure Documents before trading/Investing.

Disclosure: We, Dynamic Equities Private Limited are also engaged in Proprietory Trading apart from Client Business. In case of any complaints/grievances, clients may write to us at

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