Bharat Seats Director Report

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

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. 3,24,048/- lying with the Company for a period of seven years pertaining to the financial year ended on 31st March 2016.

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 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^th September, 2023 for reclassification of the said promoters from promoter group to general public category.

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/policy-on-related-party-trasactions-REVISED-2022-MAY6-1.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. 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

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 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^st October, 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.

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 31.03.2024 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

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

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)

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 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 “Beti Bachao, Beti Padhao” and contributed to “Study Hall Educational Foundation” 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.

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 31^st March, 2024 and of the Profit of the Company for the year ending 31^st March, 2024.

(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/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

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 weblink: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.

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.

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.

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 “General Requirements for the competence of Testing & Calibration Laboratories”. Our Manesar, Gurgaon and Bhorakalan Plants have been certified as Comprehensive Excellence “Green” 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 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.

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 2023-24.

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 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

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.