Annual Report 2014-15 - dc-in.resource.bosch.com · BOSCH REXROTH (INDIA) LIMITED 40th Annual General Meeting Date : 29th September, 2015 Day : Tuesday Time : 11.00 A.M. Place : Bosch

Electric Drives and Controls

Hydraulics Linear Motion and Assembly Tehchnologies

Pneumatics Service

Rexroth Bosch Group

Annual Report 2014-15

Bosch Rexroth (India) Limited

Annual Report 2014-15 Bosch Rexroth (India) Limited

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BOSCH REXROTH (INDIA) LIMITED

Board of Directors Dr. Karl Tragl - Chairman

Mr. H. Ott (resigned w.e.f. 10.06.2015)

Dr. Johannes Thomas Grobe - Managing Director

(resigned w.e.f. 30.06.2015)

Mr. Franz Hauber (resigned w.e.f. 28.02.2015)

Mr. Deepak S. Chellani - Wholetime Director

Mr. R. S. Pradeep - Wholetime Director

Mrs. Astrid Leeb (appointed w.e.f. 31.03.2015)

Mr. Soumitra Bhattacharya (appointed w.e.f. 24.03.2015)

Mr. Sandip Kumar (appointed w.e.f. 24.03.2015)

Mr. Ashok Abraham (appointed w.e.f. 24.03.2015)

Mr. Hans Bangert - Managing Director (appointed w.e.f. 01.08.2015)

Company Secretary Mr. Vanraj Rathod

Audit Committee Mr. Hans Bangert - Chairman

Mr. Sandip Kumar

Mr. Ashok Abraham

Stakeholders Relationship Mr. Soumitra Bhattacharya - Chairman

Committee Mr. Deepak Chellani

Mr. R. S. Pradeep

Nomination and Remuneration Mr. Soumitra Bhattacharya - Chairman

Committee Mr. Karl Tragl

Mr. Sandip Kumar

Mr. Ashok Abraham

Corporate Social Responsibility Mr. Hans Bangert - Chairman

Committee Mr. Deepak Chellani

Mr. R. S. Pradeep

Mr. Sandip Kumar

Bankers Deutsche Bank

HDFC Bank Ltd.

Auditors M/s. Price Waterhouse

Chartered Accountants

Works, Registered & Sanand Viramgam Highway

Corporate Head Office Iyava Village, Taluka Sanand,

Dist. Ahmedabad 382 170

Website: www.boschrexroth.co.in

E-mail: [email protected]

CIN: U29120GJ1974PLC002468

Works Municipal no.31, Sy. No.37/1

Nadekerappa Industrial Estate,

Andrahalli,

Bangalore - 560 091


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40th Annual General Meeting

Date : 29th September, 2015

Day : Tuesday

Time : 11.00 A.M.

Place : Bosch Rexroth (India) Limited

Sanand Viramgam Highway

Iyava Village, Taluka Sanand,

Dist. Ahmedabad 382 170

CONTENTS PAGE NO.

Board of Directors etc. 2

Notice 4

Directors' Report 15

Auditors' Report 25

Balance Sheet 32

Profit and Loss Account 33

Cash Flow Statement 34

Notes to the Financial Statements 36

Statement relating to Subsidiary Company 66

MIVIN ENGG. TECHNOLOGIES PVT. LTD.

Directors' Report 67

Auditors' Report 78

Financial Statements 85


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Registered Office: Sanand Viramgam Highway, Iyava Village, Taluka: Sanand, Ahmedabad–382170 Tel +91 2717 678000, Website: www.boschrexroth.co.in, E-mail: [email protected]

CIN: U29120GJ1974PLC002468

NOTICE TO MEMBERS

NOTICE IS HEREBY GIVEN THAT THE FORTIETH ANNUAL GENERAL MEETING OF THE

MEMBERS OF BOSCH REXROTH (INDIA) LIMITED WILL BE HELD AT THE REGISTERED

OFFICE OF THE COMPANY AT SANAND VIRAMGAM HIGHWAY, MOUJE IYAVA, TALUKA

SANAND, DIST. AHMEDABAD 382 170 ON TUESDAY, THE 29TH SEPTEMBER, 2015 AT 11.00

A.M. TO TRANSACT THE FOLLOWING BUSINESSES:

ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the 15

months period ended on March 31, 2015 together with the Reports of the Board of Directors

and Auditors thereon.

2. To appoint a Director in place of Dr. Karl Tragl, who retires by rotation and, being eligible,

offers himself for re-appointment.

3. To appoint Statutory Auditors and fix their remuneration.

To consider and, if thought fit, to pass with or without modification, the following resolution as

an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 139 and other applicable provisions, if

any, of the Companies Act, 2013, the Companies (Audit & Auditors) Rules, 2014 and other

applicable provisions, if any, M/s Price Waterhouse Chartered Accountants LLP (Firm

Registration Number: 012754N/N500016), be and is hereby appointed as the Statutory

Auditors of the Company for the Financial Year 2015-16, to hold office from the conclusion of

this Meeting until the conclusion of the next Annual General Meeting of the Company, at such

remuneration and on such terms and conditions, as may be mutually agreed upon between

the Board of Directors of the Company and the Auditors.”


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SPECIAL BUSINESS:

4. To appoint Mr. Hans Bangert (DIN: 07218000) as a Director and in this regard, to consider

and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions

of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and

Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment

thereof for the time being in force), Mr. Hans Bangert (IN: 07218000), appointed as an

Additional Director of the Company with effect from 01st July, 2015 pursuant to the provisions

of Section 161 of the Act and the Articles of Association of the Company and who holds office

up to the date of this Annual General Meeting, and in respect of whom the Company has

received a notice in writing from a member pursuant to the provisions of Section 160 of the Act

signifying his intention to propose the candidature of Mr. Hans Bangert for the office of

Director, be and is hereby appointed as a Director of the Company, not liable to retire by

rotation.”

5. To approve appointment of Mr. Hans Bangert (DIN: 07218000) as a Managing Director and in

this regard, to consider and if thought fit, to pass with or without modification(s), the following

resolution as a Special Resolution:

“RESOLVED THAT pursuant to Sections 196, 197, 203 and other applicable provisions, if any,

of the Companies Act, 2013 (“the Act”), read with Schedule V of the Act, and pursuant to the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including

any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Hans

Bangert be and is hereby appointed as a Managing Director of the Company, not liable to

retire by rotation, for the period from 01st August 2015 to 31st July, 2020, on the terms and

conditions (including the remuneration to be paid in the event of loss or inadequacy of profits

in any accounting year during the aforesaid period) as set-out in the Agreement entered into

between the Company and Mr. Hans Bangert, the particulars of which are enumerated in the

Explanatory Statement annexed hereto, with liberty to the Directors to alter and vary the terms

and conditions of the said appointment in such manner as may be agreed to between the

Directors and Mr. Hans Bangert.”


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“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all

such acts, deeds, matters and things and sign agreements, forms, declarations, returns,

letters and papers as may be necessary, desirable, expedient to give effect to this resolution.”

6. To appoint Mr. Soumitra Bhattacharya (DIN: 02783243) as a Director and in this regard, to

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

an Ordinary Resolution:




thereof for the time being in force), Mr. Soumitra Bhattacharya (DIN : 02783243), appointed as

an Additional Director of the Company with effect from 24th March, 2015 pursuant to the

provisions of Section 161 of the Act and the Articles of Association of the Company and who

holds office up to the date of this Annual General Meeting, and in respect of whom the

Company has received a notice in writing from a member pursuant to the provisions of Section

160 of the Act signifying his intention to propose the candidature of Mr. Soumitra Bhattacharya

for the office of Director, be and is hereby appointed as a Director of the Company, liable to

retire by rotation.”

7. To appoint Mrs. Astrid Leeb (DIN: 07146036) as a Director and in this regard, to consider and

if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution:




thereof for the time being in force), Mrs. Astrid Leeb (DIN : 07146036), appointed as an

Additional Director of the Company with effect 31st March, 2015 pursuant to the provisions of

Section 161 of the Act and the Articles of Association of the Company and who holds office up

to the date of this Annual General Meeting, and in respect of whom the Company has received

a notice in writing from a member pursuant to the provisions of Section 160 of the Act

signifying his intention to propose the candidature of Mrs. Astrid Leeb for the office of Director,

be and is hereby appointed as a Director of the Company, liable to retire by rotation.”


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8. To ratify the remuneration payable to M/s. Dalwadi & Associates (FRN:000338), appointed as

Cost Auditors of the Company for FY 2015-16 and in this regard, to consider and if thought fit,

to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions,

if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s.

Dalwadi & Associates (FRN:000338), Cost Accountants appointed as Cost Auditors by the

Board of Directors of the Company to audit the cost records of the Company for the financial

year 2014-15, be paid a remuneration of Rs. 4,00,000/- per annum plus applicable service tax

and out of pocket expenses that may be incurred.”

NOTES: 1. The Statements setting out material facts pursuant to Section 102 of the Companies Act, 2013

with respect to the Special Business set out in the Notice is annexed. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE

OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than ten percent of paid up share capital of the Company. However, a single person may act as a proxy for a Member holding more than 10% of the total share capital of the Company carrying voting rights provided that such person shall not act as a proxy for any other person.

3. If Proxy is appointed for more than fifty Members, he shall choose any fifty Members and confirm

the same to the Company before the commencement of specified period for inspection. In case, the Proxy fails to do so, the Company shall consider only the first fifty proxies received as valid.

4. The instrument appointing the proxy must be lodged at the Registered Office of the Company

not less than 48 hours before the Meeting. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than 3 days’ written notice is given to the Company.

5. Corporate Members intending to send their authorized representatives to attend the Meeting are

requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

6. The Share Transfer Books and the Register of Members of the Company will remain closed from

Wednesday, 23rd September, 2015 to Tuesday, 29th September, 2015 (both days inclusive) for the purpose of 40th Annual General Meeting to be held on 29th September, 2015.


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7. In case of joint holders attending the Meeting, the joint holder who is higher in the order of names under a given Folio / DP ID – Client ID (in respect of dematerialized shares) will be entitled to vote.

8. Members are requested to bring the attendance slip enclosed herewith, duly completed and

signed mentioning therein their DP ID and Client ID details in case they hold shares in dematerialized form whilst those members who hold shares in physical form should mention their Folio No. The attendance slip should be presented at the venue of the meeting.

9. The Annual Report of the Company, circulated to the Members of the Company, will be made

available on the Company’s website at www.boschrexroth.co.in.

10. Pursuant to the provisions of the Companies Act, any dividend remaining unpaid for a period of seven years from the due date of payment is required to be transferred to the Investor Education & Protection Fund. Accordingly, unclaimed/unpaid dividend for the accounting year ended on 31st December, 2006 and 31st December, 2007 has been transferred to this fund. It may be noted that once the unclaimed dividend is transferred to the Investor Education & Protection Fund, no claim shall lie with the Company or with the Fund in respect of such amount.

By Order of the Board of Directors

Place: Ahmedabad Vanraj Rathod Dated: 21st August, 2015 Company Secretary


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Statements setting out material facts pursuant to Section 102 of the Companies Act, 2013 relating to the business set out in the accompanying Notice. Item Nos. 4 and 5 Mr. Hans Bangert was appointed as an Additional Executive Director by the Board of Directors with

effect from 01st July, 2015. He holds office upto the date of this Annual General Meeting. Pursuant to

provisions of section 160 of the Companies Act, 2013 (‘the Act), the Company has received a notice

from a member proposing his candidature for the office of Director along with the requisite deposit.

Mr. Hans Bangert has done his Masters in mechanical engineering from Ruhr University Bochum.

He joined Bosch in 1982 and since then he has successfully established and led many innovative

services. He held several positions at Bosch and has broad experience in leading product and

technology development and innovation projects, production and manufacturing processes and

teams for different Bosch divisions. He also held several business management, product

development and strategy positions in different divisions. He has good knowledge in financing and

controlling as well. During a career span of over 33 years, he has been a Managing Director in

various Bosch Group Companies. The last position held was Managing Director in Bosch Rexroth

AS, Denmark. He brings with him rich and varied technical and commercial experience and good

corporate governance practice, thereby enriching the deliberations of the Board.”

Considering the qualification and experience of Mr. Hans Bangert, the Board of Directors of the

Company at its meeting held on 08th June, 2015 appointed Mr. Hans Bangert, as an Additional

Director with effect from 01st July, 2015 pursuant to Section 161 of the Companies Act, 2013 and

designated as the Managing Director of the Company with effect from 1st August 2015 to 31st July,

2020 subject to such approvals as may be required on the following terms and conditions:

1. PERIOD OF APPOINTMENT

From 01-08-2015 to 31-07-2020

2. REMUNERATION

Total Gross Salary including Basic Salary and various allowances of Rs. 15,18,577/- per month.

In addition, target related bonus up to 30% of the total Salary.


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The annual increment will be merit based and take into account the Company’s performance. The

total Salary will not exceed Rs. 34,53,000/- per month during the tenure of this agreement.

3. PERQUISITES

i) HOUSING:

As the Managing Director of the Company, the Company will provide him with Company leased

unfurnished housing accommodation.

ii) Leave Travel Allowance, Medical Reimbursement and such other perquisites and allowances in

accordance with the rules of the Company or as may be agreed by the Board of Directors.

iii) MOTOR CAR:

Free use of a Car without driver for the Company’s business purposes. All the expenditures in

connection therewith will be borne by the Company.

iv) LEAVE:

Annual Leave will be 30 days.

v) BUSINESS TRIPS:

Travel costs for business trips will be reimbursed within the framework of the Company guidelines

applicable for the time being.

vi) Actual expenses incurred on travel and on packing, forwarding, loading, unloading as well as

freight, insurance, local transportation and installation expenses in connection with the moving of

personal effects for employee and family for joining duty will be paid by the Company.

vii) SITTING FEES:

He is not entitled to sitting fees for attending meetings of the Board of Directors or of a Committee

thereof.

viii) OTHER FACILITIES:

He will be eligible for such other perquisites and allowances in accordance with the Rules of the

Company or as may be agreed by the Board of Directors.


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For the purpose of calculating the above ceiling, perquisites shall be evaluated as per the Income

Tax Rules wherever applicable and in the absence of any such Rules, perquisites shall be

evaluated at actual cost.

4. MINIMUM REMUNERATION

In the event of loss, absence or inadequacy of profits in any accounting year during his tenure as

Managing Director, the remuneration aforesaid shall be paid as the “Minimum Remuneration” for

that accounting year.

5. VARIATION OF REMUNERATION

The Board of Directors of the Company shall have the liberty to alter, vary the terms and

conditions of his appointment (including the payment of remuneration) provided that such

alteration/s or variation/s are in accordance with the recommendations made by the Remuneration

Committee and are as per the provisions of the Companies Act, 2013 and are acceptable to Mr.

Hans Bangert.

6. OTHER TERMS OF THE APPOINTMENT

i) The Managing Director shall be under the overall control, guidance and superintendence of the

Board of Directors of the Company and he shall obey such orders and directions as may be given

to him by the Board with such restrictions as the Board may in its absolute discretion determine

and entrust to him.

ii) If at any time the Managing Director ceased to be the Director of the Company for any cause

whatsoever, he will cease to be the Managing Director and the appointment shall stand terminated

forthwith.

iii) The Company will enter into separate agreement with Mr. Hans Bangert which will contain, inter-

alia, the above terms and conditions.

7. TERMINATION

The Agreement may be terminated by either party giving the other party six months’ notice.


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Mr. Hans Bangert is not disqualified from being appointed as a Director in terms of Section 164 of

the Act and has given his consent to act as a Director.

None of the Directors, Key Managerial Personnel or their relatives except Mr. Hans Bangert, is, in

any way, concerned or interested in the resolution.

The Board recommends the Ordinary Resolution set out at Item No. 4 and the Special Resolution

set out at item No. 5 of the Notice for approval by the members.

Item Nos. 6

Mr. Soumitra Bhattacharya was appointed as an Additional Executive Director by the Board of

Directors with effect from 24th March, 2015. He holds office upto the date of this Annual General

Meeting. Pursuant to provisions of section 160 of the Companies Act, 2013 (‘the Act), the Company

has received a notice from a member proposing his candidature for the office of Director along with

the requisite deposit.

Mr. Soumitra Bhattacharya is a Member of the Institute of Chartered Accountants of India. He has 31

years of professional experience in the Corporate World consisting of areas of System, Materials,

Finance, Accounts and entire Commercial functions including HR, Legal, Tax, etc., He is a Member

of the Bosch Board in India as the Joint Managing Director and Chief Financial Officer, responsible

for commercial functions of the company, Bosch Limited. He is an Executive Committee Member of

ACMA (Automotive Component Manufacturers Association of India). He is also the past Chairman

(2013-2014) for the Karnataka State Council for CII in India (Confederation of Indian Industry) and

currently a Member of CII Southern Region Council. He has travelled across the globe and has

given talks/lectures to different companies in India & Europe on Economics & Asia (Focused on

India), Intercultural topics & on Business Excellence at well known prestigious Management

Institutions. He brings with him rich and varied financial and industrial experience and good

corporate governance practice, thereby enriching the deliberations of the Board.

Mr. Soumitra Bhattacharya is not disqualified from being appointed as a Director in terms of Section

164 of the Act and has given his consent to act as a Director.

None of the Directors, Key Managerial Personnel or their relatives except Mr. Soumitra

Bhattacharya, is, in any way, concerned or interested in the resolution.


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The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by

the members.

Item Nos. 7

Mrs. Astrid Leeb was appointed as an Additional Executive Director by the Board of Directors with

effect from 31st March, 2015. She holds office upto the date of this Annual General Meeting.

Pursuant to provisions of section 160 of the Companies Act, 2013 (‘the Act), the Company has

received a notice from a member proposing her candidature for the office of Director along with the

requisite deposit.

Mrs. Astrid Leeb has done her Master in Business Administration at the Friedrich-Alexander

University in Nuernberg. She joined Bosch in 1994 and has held since then several management

positions for different Bosch divisions. During a career span of over 20 years she got broad

commercial experience in Finance, Controlling, Purchasing and Logistics. Currently, she acts as

Senior Vice President Finance and Controlling at Bosch Rexroth Group. She brings with her rich and

varied financial and industrial experience and good corporate governance practice, thereby enriching

the deliberations of the Board.

Mrs. Astrid Leeb is not disqualified from being appointed as a Director in terms of Section 164 of the

Act and has given his consent to act as a Director.

None of the Directors, Key Managerial Personnel or their relatives except Mrs. Astrid Leeb, is, in any

way, concerned or interested in the resolution.

The Board recommends the Ordinary Resolution set out at Item No. 7 of the Notice for approval by

the members.

Item Nos. 8

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and

Auditors) Rules, 2014, the Company is required to appoint a cost auditor to audit the cost records of

the applicable products of the Company.

On the recommendation of the Audit Committee at its meeting held on 21st August, 2015, the Board

has, considered and approved the appointment of M/s. Dalwadi & Associates (FRN:000338), Cost


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Accountants as the cost auditor for the financial year 2015-16 at a remuneration of Rs. 4,00,000/-

per annum plus applicable service tax and reimbursement of out of pocket expenses.

The Board recommends this resolution for approval of the Members

None of the Directors/Key Managerial Personnel of the Company/their relatives are in any way,

concerned or interested, financially or otherwise, in the resolution.

By Order of the Board of Directors

Place: Ahmedabad Vanraj Rathod Dated: 21st August, 2015 Company Secretary


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Report of the Directors To the Members of Bosch Rexroth (India) Limited Your Directors have pleasure in presenting the Fortieth Annual Report together with the Audited

Statement of Accounts for the 15 months period ended on 31st March, 2015.

The Board of Directors inform the Members that as per General Circular 08/2014 issued by

Ministry of Corporate Affairs, it is notified that the financial statements (and documents required to

be attached thereto), auditors report and Board’s report in respect of financial years that

commenced earlier than 1st April, 2014 shall be governed by the relevant provisions / Schedules /

rules of the Companies Act, 1956 and that in respect of financial years commencing on or after 1st

April, 2014, the provisions of the new Act shall apply. The Financial Year 2014-15 of the

Company has commenced on 01st January, 2014 and hence the provisions / Schedules / rules of

the Companies Act, 1956 have been considered relating to maintenance of books of account,

preparation, adoption & filing of financial statements (and documents required to be attached

thereto), Auditors reports and the Board of Directors report (Board's report).

Change of Accounting Year

The Accounting Year of the Company has been changed from 1st January-31st December to 1st

April-31st March and accordingly, the Accounts presented in this Report are for a period of 15

months, i.e. from 1st January, 2014 to 31st March, 2015.The financial results shown in this Report

are for 15 months, whereas, the figures shown in the previous year are for 12 months.


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Financial Results

The following are the financial results: (Rs./Million) 2014-15

Current Year (15 months)

2013Previous Year

(12 months)Profit before Interest, Depreciation and Income-Tax

1,588.88 635.99

Less: Interest 458.22 349.99Profit after interest but before depreciation and Income-Tax

1,130.66 286.00

Less: Depreciation 254.76 156.09Profit / (Loss) before Income-Tax 875.90 129.91Less: Provision for Income-Tax 188.82 12.49Less: Deferred Tax 73.99 76.84Profit / (Loss) after Taxation 613.09 40.58Balance brought forward from the previous year 1,432.11 1,391.53Available for appropriation 2,045.20 1,432.11(1) Proposed dividend - -(2) Tax thereon including surcharge - -(3) Transferred to General Reserve - -Surplus in Profit & Loss Account carried to Balance Sheet

2,045.20 1,432.11

Dividend

With a view to conserve financial resources, the Board of Directors do not recommend any

dividend for the 15 months period ended on 31st March, 2015.

Review of Operations

For the 15 months period ended on 31st March, 2015, the Company has achieved Turnover of Rs.

9,009.17 million as against the Turnover of Rs.6,384.10 million during the previous year,

representing increase in Turnover of 41.12 %. Result before Tax for the year under review was a

profit of Rs. 875.90 million compared to Rs. 129.91 million in the previous year, after considering

exceptional and non-recurring items. Material costs as a percentage to sales decreased by 1.74%

to 63.04%. Profit before interest, depreciation and taxes was 149.83% higher compared to

previous year.

Business Situation

The Indian Engineering sector has witnessed a remarkable growth over the last few years driven

by increased investments in infrastructure and industrial production. The engineering sector,

being closely associated with the manufacturing and infrastructure sectors of the economy, is of


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strategic importance to India’s economy. Growth in the sector is driven by various sub-sectors

such as infrastructure, power, steel, automotives, oil and gas, consumer durables etc.

Corollary to the above, the year 2014-15 was a successful year for the Company. Our ambitious

targets for growth, profitability and agility were achieved and in some cases exceeded. This is a

great achievement, especially if we consider how weak the global economy was and the

additional internal burden we had to shoulder. Year on year, we increased our sales by 41.12%.

We expect sales growth to pick up. We cannot expect much economic tailwind, but we have a

strong market position and a good chance of further improving earnings – provided we work

steadfastly on improving our competitiveness.

Subsidiary Company

As MIVIN Engg. Technologies Private Limited, Bangalore, is a subsidiary of our Company, the

audited Financial Statements of MIVIN Engg. Technologies Private Limited for the financial year

ended on 31st March, 2015 pursuant to section 212 of the Companies Act, 1956 is annexed to

this Annual Report.

Directors Dr. Karl Tragl retires by rotation at the ensuing Annual General Meeting and being eligible, offers

himself for reappointment.

Mr. Franz Hauber resigned from the Board with effect from 28th February 2015.

Mr. Heribert Ott resigned from the Board with effect from 10th June 2015.

Dr. Johannes Thomas Grobe – Managing Director – retired from the Board with effect from 30th

June 2015.

The Board wishes to place on record its appreciation for the good work done Mr. Franz Hauber,

Mr. Heribert Ott and Dr. Johannes Thomas Grobe during his tenure as Directors of the Company.

During the year under review, the members approved the appointments of Mr. Sandip Kumar and

Mr. Ashok Abraham as Independent Directors who are not liable to retire by rotation.

Mrs. Astrid Leeb was appointed by the Board of Directors as an additional director (Non-

Independent) under Section 161 of the Companies Act, 2013 with effect from 31st March 2015

who shall hold office upto the date of ensuing Annual General Meeting. The Company has

received a notice as per the provisions of Section 160 of the Companies Act, 2013 from a

member proposing her appointment as Director. The Board of Directors recommends her

appointment.


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Mr. Soumitra Bhattacharya was appointed by the Board of Directors as an additional director

(Non-Independent) under section 161 of the Companies Act, 2013 with effect from 24th March

2015 who shall hold office upto the date of ensuing Annual General Meeting. The Company has

received a notice as per the provisions of Section 160 of the Companies Act, 2013 from a

member proposing his appointment as Director. The Board of Directors recommends his

appointment.

Mr. Hans Bangert was, on recommendation of Nomination and Remuneration Committee,

appointed as a Managing Director of the Company by the Board of Directors for a period of 5

years with effect from 1st August 2015. The said appointment is subject to approval of members

of the Company in ensuing Annual General Meeting.

Expenditure towards Corporate Social Responsibility (CSR) activities

(a) Gross amount required to be spent by the company during the year: Rs. 2,260,870

(b) Amount spent during the year on

Particulars Paid Yet to be paid Total

(i) Construction/acquisition of any asset 442,471 307,529 750,000

(ii) On purposes other than (i) above 778,157 - 778,157

During the year 2014-15, the Company has started the project for infrastructure development in

one Government School at Fangadi Village in Sanand district which has been completed in the

current year i.e. 2015-16 and hence the Company could not be able to spend a shortfall of

Rs.732,713/- in the year 2014-15.

Directors’ Responsibility Statement

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, with respect to the

Directors’ Responsibility Statement, 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 any material departure;

ii) the selected accounting policies were applied consistently and the Directors made

judgments and estimates that are reasonable and prudent so as to give true and fair view

of the state of affairs of the Company as at the end of the financial year ended on 31st

March, 2015 and of the profit of the Company for that period;


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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 for the year ended on 31st March, 2015 have been prepared on a

going concern basis.

Audit Committee

The Audit Committee, constituted by the Company in accordance with the provisions of Section

292A of the Companies Act, 1956 performs the functions as required under the provisions of the

Companies Act, 1956 and such other matters as are specified by the Board of Directors of the

Company from time to time.

The composition of the Audit Committee is as under:-

Mr. Hans Bangert – Chairman

Mr. Sandip Kumar – Member

Mr. Ashok Abraham – Member

Remuneration Committee

The Remuneration Committee, constituted by the Company in accordance with the provisions of

the Companies Act, 1956 performs the functions of reviewing the remuneration payable to the

Managing Directors, considers the revised guidelines of the Government of India and report

thereon for consideration by the Board of Directors of the Company.

The composition of the Remuneration Committee is as under:-

Mr. Soumitra Bhattacharya – Chairman

Dr. Karl Tragl – Member

Mr. Sandip Kumar – Member

Mr. Ashok Abraham – Member

Particulars of Employees

Information in accordance with section 217 (2A) of the Companies Act,1956, read with the

Companies (Particulars of Employees) Rules, 1975, forms part of this Report and is annexed

hereto as Annexure – 1.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo


Page 19 of 106

In compliance with the provisions of Section-217 (1) (e) of the Companies Act, 1956 read with

The Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988, the

required information is annexed hereto as Annexure - 2 and forms part of this Report.

Insurance

The properties and insurable interest of the Company including building, plant and machinery and

stocks are adequately insured.

Auditors

M/s. Price Waterhouse, Chartered Accountants, (Firm Registration no. 301112E), retire as

Auditors at the ensuing Annual General Meeting. It is proposed to reappoint M/s Price

Waterhouse Chartered Accountants LLP (FRN 012754N/N500016) as Statutory Auditors of the

Company to hold office from the conclusion of this Annual General Meeting until the conclusion of

the next Annual General Meeting of the Company. As required, M/s Price Waterhouse Chartered

Accountants LLP (FRN 012754N/N500016) has forwarded a Certificate to the Company stating

that the appointment, if made, will be within the limits specified in the Sub-Section (1) of Section

139 of the Companies Act, 1956. Further, they have confirmed that they are not disqualified from

being appointed as Auditors under Section 141 of the Companies Act, 2013.

Appreciation

Your Directors take this opportunity to thank its foreign collaborator, Bosch Rexroth AG,

Germany, the Company’s bankers, Central Government, State Governments and local authorities

for the valuable support and co-operation.

The Directors would also like to place on record their deep appreciation for the valuable service

and support given by the employees during the year.

For and on behalf of the Board of Directors Place : Ahmedabad Hans Bangert Deepak Chellani Date : 21st August, 2015 (Managing Director) (Director)


Page 20 of 106

BOSCH REXROTH ( INDIA ) LIMITED

Annexure to the Directors' Report dated 21st August, 2015

INFORMATION AS PER SECTION 217(2A) READ WITH THE COMPANIES ( PARTICULARS OF EMPLOYEES ) RULES, 1975 AS AMENDED AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 2015.

A. Employed throughout the Accounting Year and in receipt of remuneration aggregating Rs.60,00,000/- or more.

Sr. Name of the Employee & Qualification Experience Date of Designation/Nature of Gross Previous employmentNo. Age ( Years ) ( Years ) Commence- duties Remuneration ( Employer's Name & period )

ment of ( Rupees )employment

1 Grobe Johannes (48) Doctorate in Mech. 22 01.08.2012 Managing Director 29,305,182 Bosch Rexroth AG, Germany;Engineering & 14 years.Computer Science

2 Deepak Chellani (51) Mechanical Engineer 25 20.06.1991 Whole time Director 8,280,220 SLM Maneklal Industries Ltd.,Ahmedabad;1 year.

3 R S Pradeep (52) Degree in Instrumentation 22 10.11.1993 Whole time Director 7,522,000 Kirloskar Electric Co. Ltd.,Technology Mysore;

8 years

4 Rappel Fabian (28) Degree in Business 5 01.12.2013 Senior Manager 8,359,276 Bosch Rexroth AG, Germany;Administration 3 years.

B. Employed for part of the Accounting Year and in receipt of remuneration aggregating Rs.5,00,000/- per month or more.

Sr. Name of the Employee & Qualification Experience Date of Designation/Nature of Gross Previous employmentNo. Age ( Years ) ( Years ) Commence- duties Remuneration ( Employer's Name & period )

ment of ( Rupees )employment

1 Pfundstein Andreas (38)* Degree in Industrial 12 01.10.2009 General Manager 9,529,103 Bosch Rexroth AG, Germany;Engineering 2 years.

2 Schmiechen Nicole (37)* Degree in Business 11 01.09.2009 General Manager 9,636,059 Robert Bosch GmbH, Germany;Administration 2 years

NOTES:

1 Annual Remuneration as above includes Salary,Bonus,Taxable value of Perquisites, Allowances and company's contribution to Providentand Superannuation Funds and Gratuity Payments, wherever applicable.

2 Appointment of all the employees are by Letter of Appointment except that of the Managing Directors which are contractual.

3 None of the above employees is related to any Director of the Company.

4 * Since transferred to other Bosch Group Company

For and on behalf of the Board of Directors,

Place : Ahmedabad Hans Bangert Deepak ChellaniDate : 21st August, 2015 (Managing Director) (Director)


Page 21 of 106

Annexure - 2

Particulars required under the Companies (Disclosure of Particulars in the Report of Board of

Directors) Rules,1988

I) Conservation of Energy

Energy conservation measures taken:

During the year 2014-15 the following measures were taken:

1. Installed the timer in ELDBs.

2. Standard Room air conditioning unit is switched off during the non-working hours

3. Timer installed in Service centre hanger area lighting

4. Switching OFF of paint booth overhead light

5. Switch OFF the first(DE) bay lights at the time of lunch

6. Blower of the Cutting machine in H-Cell is interlocked with machine(Earlier it was

"ON/OFF" manually)

7. Occupancy sensor installed in LT room for lighting

8. In SX-14 T/S energy management system interfaced

9. Component Paint booth masking table's blower ON/OFF switch extended for user

accessibility & visibility

10. Chip conveyor of H&K interlocked with machining M code, earlier it was running with

machine ON.

II) Requisite Data in respect of Energy Conservation are given below :

A) Power and Fuel Consumption

Current Year Previous Year

2014-15 2013

Electricity:

i) Purchase units (000 units) 7,069 6,301

Basic rate 7.78 7.44

Total amount (000 Rs.) 54,997 46,879


Page 22 of 106

ii) Own Generation

Through Own Generation (000 Units) 74 102

Cost/Unit 19.23 15.55

Total amount (000 Rs.) 1,423 1,586

B) Consumption Per Unit of Production :

i) Production Rs. Lakhs 31,802.86 24,317.58

ii) Total unit consumed/

Per lakh production. 224.60 263.31

III) Technology Absorption Form B

Form for Disclosure of particulars with respect to Technology absorption 2014-15.

(A) Research & Development ( R & D)

1. Specific areas in which R & D carried out by the Company :

a) “Design to Region” products development is under progress under the close

cooperation with lead engineering.

b) Power packs design are upgraded in line with revised A-B norms and updated RIPA

standards.

2. Benefits derived as a result of R & D

a) Products developed for the regional market requirement.

b) Power packs quality standards has been enhanced.

3. Future plan of action

a) More projects based on market requirement initiated for the “Design to region”

products. Commencement of export of these products are also explored.

b) Based on regional market requirement, “product transfer projects” from lead plant is

also undertaken.


Page 23 of 106

4. Expenditure on R & D

As no established R & D exists, hence no separate accounts are maintained for such

expenditure.

(B) Technology Absorption, Adaptation and Innovation:

1. Efforts in brief made towards technology absorption, adaptation and innovation :

Various critical parts are under localization in collaboration with respective lead

engineering.

IV. Foreign Exchange Earning and Outgo

a) Total Foreign Exchange used Rs. 4,351.35 Million

b) Total Foreign Exchange earned Rs. 629.16 Million

For and on behalf of the Board of Directors

Place : Ahmedabad Hans Bangert Deepak Chellani

Date : 21st August, 2015 (Managing Director) (Director)


Page 24 of 106

INDEPENDENT AUDITORS’ REPORT

To the Members of Bosch Rexroth (India) Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of Bosch Rexroth (India) Limited (the

“Company”), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit

and Loss and Cash Flow Statement for the period from January 1, 2014 to March 31, 2015, and a

summary of significant accounting policies and other explanatory information, which we have signed

under reference to this report.

Management’s Responsibility for the Financial Statements

2. The Company’s Management is responsible for the preparation of these financial statements that give

a true and fair view of the financial position, financial performance and cash flows of the Company in

accordance with the Accounting Standards notified under the Companies Act, 1956 of India (the

“Act”) read with the General Circular 15/ 2013 dated September 13, 2013 of the Ministry of Corporate

Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design,

implementation and maintenance of internal control relevant to the preparation and presentation of

the financial statements that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with the Standards on Auditing and other applicable authoritative

pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require

that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures

in the financial statements. The procedures selected depend on the auditors’ judgement, including

the assessment of the risks of material misstatement of the financial statements, whether due to fraud

or error. In making those risk assessments, the auditors consider internal control relevant to the

Company’s preparation and fair presentation of the financial statements in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of the accounting estimates

made by Management, as well as evaluating the overall presentation of the financial statements.


Page 25 of 106

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the

accompanying financial statements give the information required by the Act in the manner so required

and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) in the case of the Statement of Profit and Loss, of the profit for the period from January 1, 2014 to

March 31, 2015; and

(c) in the case of the Cash Flow Statement, of the cash flows for the period from January 1, 2014 to

March 31, 2015.

Report on Other Legal and Regulatory Requirements

7. As required by ‘the Companies (Auditor’s Report) Order, 2003’, as amended by ‘the Companies

(Auditor’s Report) (Amendment) Order, 2004’, issued by the Central Government of India in terms of

sub-section (4A) of section 227 of the Act (hereinafter referred to as the “Order”), and on the basis of

such checks of the books and records of the Company as we considered appropriate and according

to the information and explanations given to us, we give in the Annexure a statement on the matters

specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and

belief, were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far

as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this

Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt

with by this report comply with the Accounting Standards notified under the Act read with the

General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in

respect of Section 133 of the Companies Act, 2013;


Page 26 of 106

(e) On the basis of written representations received from the directors as on March 31, 2015, and

taken on record by the Board of Directors, none of the directors is disqualified as on March 31,

2015, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of

the Act.

For Price Waterhouse

Firm Registration Number: 301112E


Priyanshu Gundana

Place: Ahmedabad Partner

Date: August 21, 2015 Membership Number: 109553


Page 27 of 106

Annexure to Independent Auditors’ Report Referred to in paragraph 7 of the Independent Auditors’ Report of even date to the members of Bosch Rexroth (India) Limited on the financial statements as of and for the period from January 1, 2014 to March 31, 2015 i. (a) The Company is maintaining proper records showing full particulars, including quantitative details

and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of

fixed assets has not been disposed off by the Company during the year.

ii. (a) The inventory [excluding stocks with third parties] has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management

are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other

parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)(b), (iii)(c) and (iii)(d) of the said Order are not applicable to the Company.

(b) The Company has not taken any loans, secured or unsecured, to companies, firms or other

parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)(f) and (iii)(g) of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is an

adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.


Page 28 of 106

v (a) According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act.

(b) In our opinion, and according to the information and explanations given to us, there are no

transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lakhs in respect of any party during the period from January 1, 2014 to March 31, 2015.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A

and 58AA of the Act and the rules framed there under. vii. In our opinion, the Company has an internal audit system commensurate with its size and the

nature of its business. viii. We have broadly reviewed the books of account maintained by the Company in respect of

products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) According to the information and explanations given to us and the records of the Company

examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees’ state insurance, income tax, sales tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company

examined by us, there are no dues of wealth-tax, service-tax, customs duty and excise duty which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax and entry tax as at March 31, 2015 which have not been deposited on account of a dispute, are as follows

Name of the statute

Nature of dues

Amount (Rs.)

Period to which the amount relates

Forum where the dispute is pending

Income Tax Act, 1961

Income Tax

98,438,154 2007-08, 2008-09 2009-10 and 2010-11

Income Tax Appellate Tribunal/ Deputy Commissioner of Income Tax

Central Sales Tax Act, 1956

Sales Tax 25,501,969 2012-13 Joint Commercial Tax Commissioner

KVAT Act, 1956 VAT 7,772,975 2012-13 Joint Commercial Tax Commissioner

KVAT Act, 1956 Entry Tax 6,717,940 2012-13 Deputy Commissioner of Commercial Taxes


Page 29 of 106

x. The Company has no accumulated losses as at March 31, 2015 and it has not incurred any cash losses for the period from January 1, 2014 to March 31, 2015 or in the immediately preceding

financial year ending on December 31, 2013. xi. According to the records of the Company examined by us and the information and explanations

given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge

of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/

societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and

other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the terms and

conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions during the period from January 1, 2014 to March 31, 2015, are not prejudicial to the interest of the Company.

xvi. In our opinion, and according to the information and explanations given to us, the term loans have

been applied, on an overall basis, for the purposes for which they were obtained. xvii. According to the information and explanations given to us and on an overall examination of the

balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

xviii. The Company has not made any preferential allotment of shares to parties and companies

covered in the register maintained under Section 301 of the Act during period from January 1, 2014 to March 31, 2015. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the period from January 1, 2014 to March

31, 2015 and does not have any debentures outstanding as at January 1, 2014 and as at March 31, 2015. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issues during the period from January 1, 2014

to March 31, 2015. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.


Page 30 of 106

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the period from January 1, 2014 to March 31, 2015, nor have we been informed of any such case by the Management.

For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Priyanshu Gundana

Place: Ahmedabad Partner Date: August 21, 2015 Membership Number: 109553


Page 31 of 106


Balance Sheet as at March 31, 2015

Note As at As at

March 31, 2015 December 31, 2013

Rupees Rupees

EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 3 63,509,200 63,509,200

Reserves and Surplus 4 2,537,643,258 1,924,549,151

2,601,152,458 1,988,058,351

Non-Current Liabilities

Long-term Borrowings 5 1,450,000,000 1,450,000,000

Deferred Tax Liabilities (Net) 38 96,264,999 22,276,368

Long-term Provisions 6 112,070,001 85,778,384

1,658,335,000 1,558,054,752

Current Liabilities

Short-term Borrowings 7 1,605,379,711 1,561,068,991

Trade Payables 8 825,931,914 1,236,491,830

Other Current Liabilities 9 298,392,620 340,523,433

Short-term Provisions 10 29,016,882 61,735,864

2,758,721,127 3,199,820,118

TOTAL 7,018,208,585 6,745,933,221

ASSETS

Non-Current Assets

Fixed Assets

Tangible Assets 11 3,016,282,704 3,125,555,974

Intangible Assets 11 - -

Capital work-in-progress 11 19,710,633 29,432,260

Non-current Investment 12 199,999,950 199,999,950

Long-term Loans and Advances 13 198,781,227 137,640,511

Other non-current assets 14 4,283,375 3,972,561

3,439,057,889 3,496,601,256

Current Assets

Inventories 15 1,410,838,604 1,290,215,701

Trade Receivables 16 1,637,996,863 1,589,987,066

Cash and Bank Balances 17 15,534,383 96,104,878

Short-term Loans and Advances 18 503,939,859 266,747,539

Other Current Assets 19 10,840,987 6,276,781

3,579,150,696 3,249,331,965

TOTAL 7,018,208,585 6,745,933,221

The notes 1 to 45 are an integral part of these financial statements.

This is the Balance Sheet referred to in our report of even date.

For Price Waterhouse For and on behalf of the Board of Directors

Firm Registration No.: 301112E


Hans Bangert Deepak Chellani

Managing Director Director

Priyanshu Gundana

Partner

Membership No.: 109553

Vanraj Rathod

Company Secretary

Place : Ahmedabad Place : Ahmedabad Place : Ahmedabad

Date : August 21, 2015 Date : August 21, 2015 Date : August 21, 2015


Page 32 of 106


Statement of Profit and Loss for the period ended March 31, 2015

Note For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31,

2013

Rupees Rupees

Revenues

Revenue from Operations (Gross) 21 9,319,514,769 6,668,976,409

Less: Excise duty 310,344,084 284,871,996

Revenue from Operations (Net) 9,009,170,685 6,384,104,413

Other Income 22 314,122,191 33,485,175

Total Revenues 9,323,292,876 6,417,589,588

Expenses

Cost of Materials Consumed 23 2,234,460,363 1,579,817,961

Purchases of Stock in trade 24 3,417,150,578 2,291,196,373

Changes in Inventory of Finished Goods, Work-in-progress and Stock

in Trade

25 27,368,012 264,455,261

Employee Benefits Expense 26 954,225,650 635,619,723

Finance Costs 27 458,223,226 349,988,997

Depreciation and Amortisation Expense 11 254,755,795 156,094,474

Other Expenses 28 1,101,209,234 1,010,510,148

Total Expenses 8,447,392,858 6,287,682,937

Profit Before Tax 875,900,018 129,906,651

Tax Expense

Current Tax 188,817,280 30,254,400

MAT Credit Entitlement - (17,761,772)

Deferred Tax 73,988,631 76,833,693

Profit for the year 613,094,107 40,580,330

Earnings per equity share [Nominal Value per share Rs. 10 (Previous Year: Rs. 10)

Basic and Diluted Earnings per share (in Rupees) (Refer Note 33) 96.54 6.39


This is the Statement of Profit and Loss referred to in our report of even date.






Priyanshu Gundana

Partner


Vanraj Rathod

Company Secretary

Place : Ahmedabad Place : Ahmedabad

Date : August 21, 2015 Date : August 21, 2015


Page 33 of 106

Bosch Rexroth (India) Limited Cash Flow Statement for the period ended March 31, 2015

A. Cash Flow from Operating Activities

Profit Before Taxation 875,900,018 129,906,651 Adjustments for:Depreciation and Amortisation Expenses 254,755,795 156,094,474 Finance Costs 458,223,226 349,988,997 Interest Income (15,840,160) (8,272,735) Profit on Sale of Fixed Assets (96,134,889) (1,776,868) Provision for Product Support 8,362,774 8,095,476 Provision for doubtful debts 18,629,191 10,908,119 Provisions no longer required written back (13,829,595) (7,436,457) Unrealised Foreign Exchange (Gain)/ Loss (Net) (38,374,377) 27,119,606 (Increase)/ Decrease in Inventories (120,622,903) 244,748,699 (Increase) in Short-term Loans and Advances (237,192,320) (112,604,882) Decrease/ (Increase) in Long-term Loans and 6,977,451 (6,677,803) (Increase) in Other Non-Current Assets (810,072) (143,138) (Decrease)/ Increase in Trade Payables and Other Current Liabilities

(411,469,764) 4,599,916

Increase / (Decrease) in Provisions 45,723,160 (8,827,585) (Increase) in Trade Receivables and other current assets

(66,638,988) (108,910,000)

(208,241,471) 546,905,819

Adjustment for Unrealised ForeignExchange (Gain)/ Loss (Net) 38,374,377 (27,119,606)

Cash Generated from Operations 706,032,924 649,692,864 Income Tax paid (including TDS) (303,756,786) (67,181,141)

Net Cash from Operating Activities 402,276,138 582,511,723

B. Cash Flow from Investing Activities

Purchase of fixed assets [Excluding interest cost capitalised Rs. NIL (December 31, 2013: Rs. 256,316,529)]

(186,085,060) (168,775,846)

Proceeds from sale of fixed assets 105,636,016 2,233,646 Investment in Mivin Engg. Technologies Private - (199,999,950) Interest Received 11,775,212 8,780,800 Net Cash used in Investing Activities (68,673,832) (357,761,350)

C. Cash Flow from Financing Activities

Proceeds from/ (Repayment of) Short-term 44,310,720 (32,852,656) Proceeds from Long-term Borrowings - 200,000,000 Interest paid [Including interest costs capitalised Rs. NIL (December 31, 2013: Rs. 11,678,082)]

(458,223,226) (361,667,079)

Net Cash used in Financing Activities (413,912,506) (194,519,735)

For the period January 1, 2014 to March 31, 2015

For the year ended December 31, 2013

Rupees Rupees


Page 34 of 106

Bosch Rexroth (India) Limited Cash Flow Statement for the period ended March 31, 2015

For the period January 1, 2014 to March 31, 2015


Rupees Rupees

Cash and Cash Equivalents as at the beginning ofthe year

Cash and Bank balances 95,746,168 65,515,530

Cash and Cash Equivalents as at the end of the year 15,435,968 95,746,168

Notes:

1 The Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting Standard 3 “Cash Flow Statemen2 Previous year’s figures have been reclassified to conform to the current year’s presentation.

This is the Cash Flow Statement referred to in our report of even date.

For and on behalf of the Board of Directors

Hans Bangert Deepak ChellaniManaging Director Director

Priyanshu GundanaPartnerMembership No.: 109553

Vanraj RathodCompany Secretary

Place : Ahmedabad Place : AhmedabadDate : August 21, 2015 Date : August 21, 2015

For Price WaterhouseFirm Registration No.: 301112EChartered Accountants


Page 35 of 106

Bosch Rexroth (India) LimitedNotes to the Financial Statements

Bosch Rexroth (India) Limited 1 General Information

2 Summary of Significant Accounting Policies

i.

ii.

iii.

iv.

Fixed Assets

Bosch Rexroth (India) Limited (the 'Company') is engaged in the business of manufacturing and trading of Mobile Hydraulics, Industrial Hydraulics, Pneumatics, Linear Motion and other hydraulic components. The Company has manufacturing plants in Ahmedabad and Bangalore and wide spread Sales and Services Offices and dealers network all over India.

Basis of accounting and preparation of Financial Statements

These Financial Statements have been prepared under historical cost convention from the books ofaccount maintained on accrual basis to comply in all material aspects with all the applicable accountingprinciples in India, the applicable accounting standards as notified under the Companies Act, 1956 ofIndia (the “Act”) read with the General Circular 15/ 2013 dated September 13, 2013 of the Ministry ofCorporate Affairs in respect of Section 133 of the Companies Act, 2013.

All assets and liabilities have been classified as current or non-current as per the Company’s normaloperating cycle and other criteria set out in the Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation incash and cash equivalents, the Company has ascertained its operating cycle as 12 months for thepurpose of current and non-current classification of assets and liabilities.

Revenue Recognition

Sale of Goods

Revenue is recognised when the property and all significant risks and rewards of ownership aretransferred to the buyer and no significant uncertainty exists regarding the amount of consideration thatis derived from the sale of goods. Gross Sales are inclusive of excise duty, where applicable, butexclude sales tax and trade discount.

Sale of Services

Income from service contracts is recognised as and when these are rendered.

Others

Other income is accounted on accrual basis except where receipt of income is uncertain.

Fixed assets are stated at their original cost of acquisition net of grants received, where applicable, andsubsequent improvements thereto including taxes, duties, freight and other incidental expenses relatedto acquisition and installation of the assets concerned.

Operating software are capitalised along with fixed asset. Application software which are not majorare expensed off on acquisition.

Own manufactured assets are capitalised at cost.

Depreciation


Page 36 of 106


Asset Class Useful Life(i) Building 30 / 60 years(ii) Plant and Equipments 7.5 to 15 years(iii) Electric Installations 10 years(iv) Furniture and Fixtures 10 years(v) Office Equipments 5 years(vi) Computers and Software 3 years(vii) Vehicles 5 years(viii) Jigs and Fixtures 9 years

v.

vi.

vii.

Initial RecognitionOn initial recognition, all foreign currency transactions are recorded by applying to the foreign currencyamount the exchange rate between the reporting currency and the foreign currency on the last day ofprevious months during which transactions has occurred.

Subsequent RecognitionAs at the reporting date, non-monetary items which are carried in terms of historical cost denominatedin a foreign currency are reported using the exchange rate at the date of the transaction. Allnon-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

All monetary assets and liabilities in foreign currency are restated at the end of accounting period.Exchange differences on restatement of all other monetary items are recognised in the Statement ofProfit and Loss.

viii.

a) Short Term Employee Benefits:

Depreciation is provided pro-rata to the period of use on straight-line method based on the estimateduseful lives of the assets, as stated below:

The useful life of the assets are based on technical estimates approved by the Management, and are less than or equal to the implied useful life arrived on the basis of the rates prescribed under Schedule XIV to the Companies Act, 1956 of India read with the General Circular 15/ 2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

Investments

Long-term investments are carried at cost. Provision is made to recognise a decline, other thantemporary in the carrying amount of long-term investments.

Inventories

Inventories are valued at lower of cost or net realisable value. Cost is ascertained for Raw Material,Stores and Spares on weighted average method. In case of Work-in-Progress and Finished Goods,cost includes materials, labour and manufacturing overheads and other costs incurred in bringing theinventories to their present location.

Machinery spares, which are of regular use and cannot be used in connection with an item of fixedassets, are classified as Loose Tools under Inventory and are charged off to the Statement of Profitand Loss upon issue to production.

Foreign Currency Transactions

Employee Benefits


Page 37 of 106


b) Long Term Employee Benefits:

c) Termination benefits are recognised as an expense as and when incurred.

d)

ix.

The employees of the Company are entitled to leave encashment as per the leave policy of the Company. The liability in respect of leave encashment of short-term nature is provided, based on an actuarial valuation carried out by an independent actuary as at the period end.

The employees of the Company are entitled to leave encashment as per the leave policy of theCompany. The liability in respect of leave encashment of short-term nature is provided, based on anactuarial valuation carried out by an independent actuary as at the period end.

Liabilities towards gratuity is determined on actuarial valuation using the Projected Unit Credit Methodat the balance sheet date. Actuarial Gains and Losses are recognised immediately in the Statement ofProfit and Loss.

Defined Contribution Plans

The Company has Defined Contribution plans for post employment benefits namely Provident Fund,Superannuation Fund, Employees' State Insurance and Employees' Pension Scheme.

The Company contributes to a Government administered Provident Fund and has no further obligationbeyond making its contribution.

The Company makes contributions to state plans namely Employee’s State Insurance Fund andEmployee’s Pension Scheme 1995 and has no further obligation beyond making the payment to them.

The Company contributes to a Employee's Superannuation Fund and has no further obligation beyondmaking its contribution.

The Company's contributions to the above funds are charged to Statement of Profit and Loss everyyear.

Defined Benefit PlansLiability for Defined Benefit plans is provided on the basis of valuations, as at the Balance Sheet date,carried out by an independent actuary. The actuarial valuation method used for measuring the liabilityis the Projected Unit Credit method. The obligations are measured as the present value of estimatedfuture cash flows discounted at rates reflecting the prevailing market yields of Indian Governmentsecurities as at the Balance Sheet date for the estimated term of the obligations. The estimate offuture salary increase takes into account the inflation, seniority, promotion and other relevant factors.The expected rate of return of plan assets is the Company’s expectation of the average long term rateof return expected on investments of the fund during the estimated term of the obligations. Plan assetsare measured at fair value as at the Balance Sheet date.

The Gratuity liability so provided is represented by creation of Separate Trust Funds and is used tomeet the liability as and when it accrues for payment in future.

The liability for leave encashment and compensated absences is provided on the basis of valuation, asat Balance Sheet date, carried out by an independent actuary.

Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Statement of Profit and Loss as income or expense.

Borrowing Costs


Page 38 of 106


x.

xi.

Tax expense for the period, comprising current tax and deferred tax, are included in the determinationof the net profit or loss for the period. Current tax is measured at the amount expected to be paid tothe tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions.

Deferred tax is recognised for all the timing differences, subject to the consideration of prudence inrespect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available againstwhich such deferred tax assets can be realised.

Deferred tax assets and liabilities are measured using the tax rates and tax laws that have beenenacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Companyre-assesses unrecognised deferred tax assets, if any.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to setoff the recognised amounts and there is an intention to settle the asset and the liability on a net basis.Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right toset off assets against liabilities representing current tax and where the deferred tax assets and thedeferred tax liabilities relate to taxes on income levied by the same governing taxation laws.

Minimum Alternative Tax credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Suchasset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset iswritten down to the extent there is no longer a convincing evidence to the effect that the Company willpay normal income tax during the specified period.

xii.

The Company assesses at each Balance Sheet date whether there is any indication that an asset(Tangible and Intangible) may be impaired. If any such indication exists, the Company estimates therecoverable amount of the asset. If such recoverable amount of asset or the recoverable amount ofcash generating unit to which the asset belongs is less than its carrying amount, the carryingamount is reduced to its recoverable amount. The reduction is treated as an impairment loss and isrecognised in the Statement of Profit and Loss. If at the Balance Sheet date there is an indicationthat if a previously assessed impairment loss no longer exists, the recoverable amount isreassessed and the asset is reflected at the recoverable amount.

xiii.

Operating Leases

Current and deferred tax

Impairment

Segment Reporting

In accordance with the requirements of Accounting Standard 17 – “Segment Reporting” the Company has determined its business segment as 'Drive and Control Equipment'. There are no other primary reportable segments.

Assets acquired as leases where a significant portion of the risks and rewards of the ownership are retained by the lessor are classified as Operating Leases. Lease rentals are charged to Statement of Profit and Loss on Straight Line basis.

Borrowing costs attributable to the acquisition, construction or production of a qualifying asset iscapitalised as part of the asset. Other borrowing costs are recognised as an expense in the period inwhich they are incurred.


Page 39 of 106


xiv.

xv. Provisions and Contingent Liabilities

arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company

xvi. Other Income Interest: Interest income is recognised on a time proportion basis taking into account the amount

outstanding and the rate applicable.

Income from duty drawback and premium of sale of import licences is recognised on an accrual basis

xvii. Accounting Estimates

The preparation of financial statements requires estimates and assumptions to be made that affectthe reported amounts of assets and liabilities on the date of financial statements and the reportedamounts of revenue and expenses during the reporting period. Difference between the actual results and the estimates are recognised in the period in which the results are known / materialised.

or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

are measured at the best estimate of the expenditure required to settle the present obligation

Product Warranty

Product warranty is provided for on an estimated basis which is worked out on average of last three year expenses on warranty vis-a-vis Sales.

Provisions: Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required tosettle the obligation and there is a reliable estimate of the amount of the obligation. Provisions

at the Balance sheet date and are not discounted to its present value.

Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation


Page 40 of 106

Bosch Rexroth (India) Limited Notes to the Financial Statements

3 Share Capital

As at As at March 31, 2015 December 31,

Rupees Rupees

Authorised :19,000,000 (December 31, 2013: 19,000,000) Equity Shares of Rs. 10 each 190,000,000 190,000,000

Issued:6,350,920 (December 31, 2013: 6,350,920) Equity Shares of Rs. 10 each 63,509,200 63,509,200

Subscribed and paid-up :63,509,200 63,509,200

Total 63,509,200 63,509,200

(a) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing AnnualGeneral Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Companyafter distribution of all preferential amounts, in proportion to their shareholding.

(b) Shares held by Holding Company As at

March 31, 2015As at

December 31,

5,106,908 shares (December 31, 2013: 5,106,908 shares) held by Bosch Rexroth 51,069,080 51,069,080 AG, the Holding Company

(c) Details of shares held by shareholders holding more than 5% of aggregate of Shares in the Company

As at March 31, 2015

As at December 31,

Bosch Rexroth AG, the Holding Company 5,106,908 5,106,908 80% 80%

Bosch Rexroth Mellansel AB 1,051,260 1,051,260 17% 17%

4 Reserves and Surplus

As at As at March 31, 2015 December 31, 2013

Rupees RupeesCapital Reserve 280,367,496 280,367,496

Share Premium 95,430,400 95,430,400

General Reserve 116,640,632 116,640,632

Surplus in Statement of Profit and LossBalance at beginning of the year 1,432,110,623 1,391,530,293 Add: Profit for the year 613,094,107 40,580,330

Balance as at the end of the year 2,045,204,730 1,432,110,623

Total 2,537,643,258 1,924,549,151

6,350,920 (December 31, 2013: 6,350,920) Equity Shares of Rs. 10 each (fully paid-up) (Refer Note 44)


Page 41 of 106


5 Long-term Borrowings


Rupees Rupees

UnsecuredFrom Fellow Subsidiary (Refer Note 36) 1,450,000,000 1,450,000,000 (Guaranteed by Robert Bosch GmbH, Germany)

1,450,000,000 1,450,000,000

Repayable in period ranging between 16 and 24 months from the date of Balance Sheet alongwith interest of 10.5% p.a.

6 Long-term Provisions


Rupees Rupees

Provision for Compensated Absences (Refer Note 26) 112,070,001 85,778,384 112,070,001 85,778,384

7 Short-term Borrowings


Rupees Rupees

SecuredBank Overdraft (Repayable on Demand) - 723,525 (Secured by lien on Bank Deposit)

UnsecuredBank Overdraft (Repayable on Demand) 105,379,711 60,345,466 From Fellow Subsidiary (Refer Note 36) 1,500,000,000 1,500,000,000 (Guaranteed by Robert Bosch GmbH, Germany)

1,605,379,711 1,561,068,991

8 Trade Payables


Rupees Rupees

Sundry Creditors (Refer Note 34) 825,931,914 1,236,491,830

825,931,914 1,236,491,830

9 Other Current Liabilities


Rupees Rupees

Unclaimed Dividend (See Note below) 98,415 358,710 Creditors for Fixed Assets 9,070,560 50,031,232 Advance from Customers 104,810,774 125,029,185 Advance from Holding Company - 15,062,700 Employee Benefits Payable 115,972,012 65,616,334 Statutory dues including Provident Fund and Tax deducted at Source 68,440,859 84,425,272


Page 42 of 106


10 Short-term Provisions


Rupees Rupees

Provision for employee benefits: (Refer Note 26)- Provision for Compensated Absences 7,944,158 6,956,684 - Provision for Gratuity 12,709,950 - Other Provisions: - Product Support / Warranty (Refer Note 35) 8,362,774 8,095,476 - Provision for Income Tax (Net of Advances) - 46,683,704

29,016,882 61,735,864

Note: There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.


Page 43 of 106


Notes to the Financial Statements

11 Fixed Assets

Net Block

As at January 1,

2014

Additions during

the period

Deductions

during the period

As at March 31, 2015 As at January 1,

2014

For the period Deductions

during the period

Upto March 31,

2015


Tangible Assets

Freehold Land 486,431,517 - - 486,431,517 - - - - 486,431,517

Leasehold Land 1 - 1 - - - - - -

Roads 377,520 - 377,520 - 377,519 1 377,520 - -

Building 1,508,763,152 57,272,593 59,572,259 1,506,463,486 97,360,141 55,985,448 59,425,885 93,919,704 1,412,543,782

Plant and Equipments 1,121,929,305 76,116,416 107,050,239 1,090,995,482 369,103,407 94,653,093 103,070,277 360,686,223 730,309,259

Electric Installations 365,159,237 10,094,971 27,184,852 348,069,356 51,560,176 47,504,149 22,599,369 76,464,956 271,604,400

Furniture and Fixtures 130,634,925 4,403,285 32,692,296 102,345,914 61,586,067 13,322,419 32,666,591 42,241,895 60,104,019

Office Equipments 112,711,154 1,304,650 32,834,820 81,180,984 43,590,292 29,859,015 32,234,470 41,214,837 39,966,147

Computers 48,810,865 4,649,756 14,176,059 39,284,562 33,289,233 10,999,036 14,166,678 30,121,591 9,162,971

Vehicles 12,271,529 2,818 4,448,585 7,825,762 11,940,839 192,148 4,446,229 7,686,758 139,004

Jigs and Fixtures 22,653,986 1,139,163 10,623,383 13,169,766 15,379,543 2,240,486 10,471,868 7,148,161 6,021,605

Total 3,809,743,191 154,983,652 288,960,014 3,675,766,829 684,187,217 254,755,795 279,458,887 659,484,125 3,016,282,704

Intangible Assets

Software 25,648,348 - - 25,648,348 25,648,348 25,648,348 -

Total 25,648,348 - - 25,648,348 25,648,348 - - 25,648,348 -

Capital Work-in-progress (Refer Note 2 below) 19,710,633

Net Block

As at January 1,

2013

Additions during

the year

Deductions

during the year

As at December 31,

2013

As at January 1,

2013

For the year Deductions

during the year

Upto December

31, 2013

As at December 31,

2013

Tangible Assets

Freehold Land 486,431,517 - - 486,431,517 - - - - 486,431,517

Leasehold Land 1 - - 1 - - - - 1

Roads 377,520 - - 377,520 377,519 - - 377,519 1

Building 85,871,186 1,422,891,966 - 1,508,763,152 62,911,544 34,448,597 - 97,360,141 1,411,403,011

Plant and Equipments 767,655,397 355,831,065 1,557,157 1,121,929,305 309,063,938 61,333,981 1,294,512 369,103,407 752,825,898

Electric Installations 76,433,245 288,725,992 - 365,159,237 31,915,687 19,644,489 - 51,560,176 313,599,061

Furniture and Fixtures 91,689,412 38,945,513 - 130,634,925 46,181,832 15,404,235 - 61,586,067 69,048,858

Office Equipments 69,300,470 43,997,037 586,353 112,711,154 33,476,166 10,680,283 566,157 43,590,292 69,120,862

Computers 57,929,635 17,232,257 26,351,027 48,810,865 49,422,216 10,087,434 26,220,417 33,289,233 15,521,632

Vehicles 18,257,621 - 5,986,092 12,271,529 16,839,861 1,043,743 5,942,765 11,940,839 330,690

Jigs and Fixtures 18,316,064 4,337,922 - 22,653,986 13,320,908 2,058,635 - 15,379,543 7,274,443

Total 1,672,262,068 2,171,961,752 34,480,629 3,809,743,191 563,509,671 154,701,397 34,023,851 684,187,217 3,125,555,974

Intangible Assets

Software 25,648,348 - - 25,648,348 24,255,271 1,393,077 25,648,348 -

Total 25,648,348 - - 25,648,348 24,255,271 1,393,077 - 25,648,348 -

Capital Work-in-progress (Refer Note 2 below) 29,432,260

Notes:

1. Buildings include 5 (December 31, 2013: 5) unquoted shares of Rs. 50 each fully paid in respect of ownership of residential property in a co-operative society.

2. Additions during the year, in Capital work-in-progress includes borrowing costs amounting to Rs. NIL (December 31, 2013: Rs. 11,678,082).

Particulars Gross Block (at Cost) Depreciation / Amortisation

Particulars Gross Block (at Cost) Depreciation / Amortisation


Page 44 of 106


12 Non-current InvestmentA s at A s at

March 31 , 2015 December 31 , 2013Rupees Rupees

Long-term Unquoted Trade Inv estment in Subsidiary C ompanyMiv in Engg. Technologies Priv ate Limited 269,242,450 269,242,450 [4,166,665 (December 31, 2013: 4,166,655) Equity Shares of Rs. 10 each fully paid-up] Less: Prov ision for Diminution in V alue of Inv estment 69,242,500 69,242,500

199,999 ,950 199 ,999 ,950

13 Long-term Loans and A dvances

A s at A s at March 31 , 2015 December 31 , 2013

Rupees Rupees

Unsecured, considered good:C apital A dv ances 7,397,200 7,534,835 Security Deposits 59,240,203 57,451,436 O ther Loans and A dv ancesA dv ance Income Tax (Net of prov ision) 68,255,802 - Balances w ith Gov ernment A uthorities 44,276,394 54,240,472 Loan to Employ ees 19,611,628 18,413,768

198,781 ,227 137 ,640 ,511

14 Other non-current assets


Rupees Rupees

Long Term Deposits w ith Bank w ith maturity 4,000,760 3,190,688

more than 12 months (Refer Note below)Interest A ccrued on F ixed Deposit 282,615 781,873

4,283 ,375 3 ,972 ,561


Page 45 of 106

Bosch Rexroth (India) Limited Notes to the Financial Statements15 Inventor ies


Rupees Rupees

Stores and Spares 96,423,478 97,958,468 Loose Tools 29,765,049 32,027,650 Raw Materials [Including Goods in Transit 539,882,012 432,558,296 Rs. 86,170,433 (December 31, 2013: Rs. 14,868,362)]Work-in-progress 285,176,947 230,118,847 F inished Goods 97,285,462 130,361,950 Stock in trade 263,556,647 314,844,827 Stock in trade in Transit 98,749,009 52,345,663

1,410 ,838 ,604 1 ,290 ,215 ,701

Details of Inventory(i) Goods Manufactured


Rupees RupeesHy draulic Equipments 89,316,818 113,784,419 O thers 7,968,644 16,577,531

97,285 ,462 130 ,361 ,950

(ii) Details of Work-in-progressA s at A s at


Hy draulic Equipments 275,956,591 213,091,924 O thers 9,220,356 17,026,923

285,176 ,947 230 ,118 ,847

(iii) Details of Stock in trade A s at A s at


Indramat - DC C 39,328,265 62,295,686 Hy draulic Equipments 198,577,704 233,930,077 O thers 25,650,678 18,619,064

263,556 ,647 314 ,844 ,827


Page 46 of 106

Bosch Rexroth (India) Limited Notes to the Financial Statements16 T rade Receivables


Rupees Rupees

Unsecured, considered good:O v erdue for a period exceeding six months from the date they are due for pay mentC onsidered good 50,018,442 35,859,822 C onsidered doubtful 71,018,541 52,389,350 O thers 1,587,978,421 1,554,127,244

1,709,015,404 1,642,376,416 Less: Prov ision for doubtful debts 71,018,541 52,389,350

1,637 ,996 ,863 1 ,589 ,987 ,066

17 Cash and Bank Balances


Rupees RupeesC ash and C ash Equiv alentsC ash on hand 248,363 334,108 Bank balances 15,187,605 95,412,060 O ther bank balancesUnpaid div idend account 98,415 358,710

15,534 ,383 96 ,104 ,878

18 Short-term Loans and A dvances


Rupees Rupees

Unsecured, considered good:

Prepaid Expenses 10,761,313 1,950,370 A dv ance to Suppliers 19,615,754 6,953,080 A dv ance Gratuity (Refer Note 26) - 19,600,878 MA T C redit Entitlement - 17,761,772 Balances w ith Gov ernment A uthorities 473,562,792 220,481,439

503,939 ,859 266 ,747 ,539


Page 47 of 106


19 Other Current A ssets


Rupees Rupees

Interest receiv able from Dealers 10,840,987 6,276,781

10,840 ,987 6 ,276 ,781

20 Capital Commitment and Contingent LiabilitiesA s at A s at


i. Capital Commitment :Estimated amount of contracts remaining to be executed on capital account (net of adv ances) and not prov ided for. 6,695,343 68,570,716 ii. Contingent Liabilities :Claims against Company not acknowledged as debts in respect of:- Income tax 108,658,190 62,528,711 - Sales Tax 45,011,803 15,095,547 - Entry Tax 26,027,919 12,592,038 Corporate Guarantee to a bank on behalf of subsidiary company for overdraft facility availed by them 120,000,000 120,000,000


Page 48 of 106



21 Revenue from Operations

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Sale of Products

- Finished Goods 3,814,550,000 2,970,323,492

- Stock in trade 5,288,361,362 3,505,602,642

Sale of Services 122,929,085 106,489,149

Commission Income 73,479,456 72,396,548

Other Operating Revenues

- Scrap Sales 14,691,081 10,106,251

- Training Fees 5,503,785 4,058,327

9,319,514,769 6,668,976,409

Less: Excise Duty 310,344,084 284,871,996

Total 9,009,170,685 6,384,104,413

Details of Sales (Finished Goods):

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Hydraulic Equipments 3,115,231,820 2,172,839,848

Others 699,318,180 797,483,644

Gross Sales 3,814,550,000 2,970,323,492

Less: Excise Duty 310,344,084 284,871,996

Net Sales 3,504,205,916 2,685,451,496

Details of Sales (Stock in trade) :

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Indramat - DCC 1,525,711,494 800,340,921


Others 429,390,886 327,942,637

Total 5,288,361,362 3,505,602,642

22 Other Income

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Interest Income 15,840,160 8,272,735

Profit on sale of fixed assets 96,134,889 1,776,868

Foreign Exchange Fluctuation Gain (Net) 180,961,892 -

Provisions no longer required written back 13,829,595 7,436,457

Miscellaneous Income 7,355,655 15,999,115

314,122,191 33,485,175


Page 49 of 106



23 Cost of Materials Consumed

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Opening Inventory 417,689,934 393,371,980

Add: Purchases (Net) 2,270,482,008 1,604,135,915

Less: Inventory at the end of the year 453,711,579 417,689,934

Cost of Material Consumed during the year (Refer Note 4 2,234,460,363 1,579,817,961

24 Purchases of Stock in trade

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Indramat - DCC 1,053,466,647 624,219,633


Others 381,777,926 258,822,421

3,417,150,578 2,291,196,373

25 Changes in Inventory of Finished Goods, Work-in-progress and Stock in Trade

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Increase in Stocks

Stock at the end of the year:

Stock in trade 263,556,647 314,844,827

Work-in-progress 285,176,947 230,118,847

Finished goods 97,285,462 130,361,950

Total 646,019,056 675,325,624

Stock at the beginning of the year:

Stock in trade 314,844,827 479,485,443

Work-in-progress 230,118,847 345,870,072

Finished goods 130,361,950 112,454,171

Total 675,325,624 937,809,686

Excise Duty on Opening Stock of Finished Goods 14,341,558 12,370,359

Excise Duty on Closing Stock of Finished Goods (12,403,002) (14,341,558)

Increase in Stocks 27,368,012 264,455,261


Page 50 of 106



26 Employee Benefits Expense

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Salaries, Wages and Bonus 815,985,177 545,975,676

Contribution to Provident and Other Funds [Refer notes (a) and (b)

below]

86,783,064 44,878,150

Staff Welfare Expenses 51,457,409 44,765,897

954,225,650 635,619,723

(a) Defined Contribution Plan

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Amount recognised in the Statement of Profit and Loss:

Provident Fund 26,859,085 20,164,054

Family Pension Fund 7,479,504 5,062,686

Superannuation 8,341,168 6,360,984

Employee State Insurance 356,028 480,727

43,035,785 32,068,451

(b) Defined Benefit Plan

(b.1) Actuarial Assumptions

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Discount rate 7.80% 9.25%

Salary Growth Rate 11.5% for the

first 3 years &

8.75% thereafter

8.75%

Expected Return on Plan Assets 8.50% 8.50%

The estimates of future salary increases, considered in actuarial valuation, takes into account, inflation, seniority,

promotions and other relevant factors, such as demand and supply in the employment market.

27 Finance Costs

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Interest Expense 425,184,037 315,820,368

Interest on late payment of Advance Income Tax 4,126,361 3,525,300

Other borrowing costs 28,912,828 30,643,329

458,223,226 349,988,997


Page 51 of 106



28 Other Expenses

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Consumption of Stores and Spares (Refer Note 40) 260,439,481 202,189,272

Power and Fuel 64,458,398 57,746,065

Rent (Refer Note 32) 93,926,563 76,334,140

Repairs

- Building 3,325,481 3,625,767

- Machinery 56,616,982 42,269,104

Relocation expenses - 51,960,725

Insurance 8,760,345 4,885,476

Rates and Taxes 64,038,200 45,922,873

Travelling and Conveyance 115,390,610 81,005,236

Payment to Auditor

- As Audit Fee 2,160,000 1,972,000

- As Tax Audit Fee 900,000 650,000

- Other services 650,000 493,000

- Out-of-pocket Expenses 6,250 6,250

Legal and Professional Fees 47,189,228 45,021,069

Communication Expenses and IT Support 113,378,122 78,952,454

Commission on Sales 36,910,125 26,004,737

Printing and Stationery 11,480,273 8,412,075

Foreign Exchange Fluctuation Loss (Net) - 111,736,867

Provision for Doubtful Debts 18,629,191 10,908,119

Provision for Product Support 8,362,774 8,095,476

Royalty 49,421,710 34,418,324

Miscellaneous Expenses 145,165,501 117,901,119

1,101,209,234 1,010,510,148

29 CIF Value of Imports

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Raw material and components (Net)* 1,244,364,992 795,065,388

Stock in trade 2,657,166,462 1,745,135,444

Stores and Spares 187,298,432 122,164,072

Capital Goods 43,967,490 8,161,984

*Excluding Goods in transit

30 Expenditure in foreign currency

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Travel 14,525,486 8,221,694

Royalty 49,421,710 34,418,324


Page 52 of 106



Communication Expenses and IT Support 88,521,977 61,256,399

Legal and Professional Services 16,135,504 32,243,647

Guarantee Commission 24,243,750 22,125,000

Others 25,707,047 22,120,496

31 Earnings in foreign currency

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

FOB Value of Goods 545,645,170 306,573,398

Commission 73,479,456 72,396,548

Services 10,037,688 10,588,606

32 Leases

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Rupees Rupees

Rent 93,926,563 76,334,140

33 Earnings Per Share

For the period

January 1, 2014 to

March 31, 2015

For the year ended

December 31, 2013

Profit after tax (Rupees) 613,094,107 40,580,330

Weighted average number of equity shares outstanding during the Year

(Nos.)

6,350,920 6,350,920

Earnings Per share (Rupees) (Basic and Diluted) 96.54 6.39

Nominal Value of an Equity Share (Rupees) 10 10

The Company has various operating leases for office facilities, residential premises for employees etc. Such leases are generally

with options of renewal against increased rent and premature termination of agreement through notice period of 1 to 3 months.

The particulars of these leases are as follows:


Page 53 of 106



(b.2) Present Value of Defined Benefit Obligation

As at

March 31,

2015

Rupees

As at

December 31, 2013

Rupees

Opening Present Value of Obligation 169,266,512 149,663,579

Current service cost 13,310,737 10,779,671

Interest cost 18,910,271 12,203,407

Actuarial (gain) / loss 30,580,412 5,747,432

(Less): Benefits paid during the year (11,436,451) (9,127,577)

Closing Present Value of Obligation 220,631,481 169,266,512

(b.3) Fair Value of Plan Assets

As at

March 31,

2015

Rupees

As at

December 31, 2013

Rupees

Fair Value of Plan Assets at beginning of the year 188,867,390 148,046,579

Expected return on Plan Assets 20,067,160 12,360,378

Actuarial gain / (loss) on plan assets (1,013,019) 3,560,433

Contributions - 24,900,000

Fair value of Plan Assets at end of the year 207,921,531 188,867,390

(b.4) Assets and Liabilities recognised in the Balance Sheet

As at

March 31,

2015

Rupees

As at

December 31, 2013

Rupees

Present Value of Defined Benefit Obligation 220,631,481 169,266,512

Less: Fair Value of Plan Assets 207,921,531 188,867,390

Amounts recognised as liability/ (asset) 12,709,950 (19,600,878)

(b.5) Expenses charged to the Statement of Profit and Loss

For the period

January 1, 2014 to

March 31, 2015

Rupees

For the year ended

December 31, 2013

Rupees

Current service cost 13,310,737 10,779,671

Interest cost 18,910,271 12,203,407

Expected return on plan assets (20,067,160) (12,360,378)

Add: Actuarial Losses due to change in assumptions 31,593,431 2,186,999

Total expenses charged to the Statement of Profit and Loss 43,747,279 12,809,699


Page 54 of 106

(b.6) Experience Adjustment

For the period

January 1, 2014 to

March 31, 2015

Rupees

For the year ended

December 31, 2013

Rupees

For the year ended

December 31, 2012

Rupees

For the year ended

December 31,

2011

Rupees

For the year

ended

December 31,

2010

Rupees

Defined Benefit Obligation 220,631,481 169,266,512 149,663,579 113,989,555 95,396,367

Plan Assets 207,921,531 188,867,390 148,046,579 114,133,969 95,540,781

(Surplus) / Deficit 12,709,950 (19,600,878) 1,617,000 (144,414) (144,414)

Experience Adjustment on plan assets (gain)/ loss (1,013,019) 3,560,433 (4,863,390) 509,074 2,217,154

(Gain)/ losses due to change in Assumptions 28,300,458 (10,121,505) 5,473,765 (5,622,007) -

Experience Adjustment on obligation (gain)/ loss 2,270,954 15,868,937 7,940,361 10,823,506 4,278,704

Experience adjustment is on account of attrition in the number of employees as compared to the previous year and change in actuarial assumptions.

(b.7) Major Category of Plan Assets as a percentage of total Plan Assets

As at

March 31,

2015

As at

December 31, 2013

Government of India/State Govt. Securities 56.43% 69.70%

Corporate Bonds 36.12% 25.42%

Others including bank balance 7.45% 4.88%

Expected Gratuity contribution for the next year is aggregating to Rs. 12,043,152 (December 31, 2013 : Rs. 10,437,163)

(c) Leave Liability

The Actuarial liability for leave encashment and compensated absences as at year end is Rs. 120,014,159 (December 31, 2013: Rs. 92,735,068).


Page 55 of 106


34 Disclosure of dues/ payments to micro and small enterprises to the extent such enterprises are identified by theCompany.

March 31, 2015

December 31, 2013

Rupees Rupees

Principal amount due to supplier registered under the MSMED Act and remaining 280,207 125,774 unpaid as at year end

Interest amount due to supplier registered under the MSMED Act and remaining 4,205 2,290 unpaid as at year end

Principal amounts paid to supplier registered under the MSMED Act, beyond the 29,992,365 36,251,805 appointed day during the year

Interest paid, other than under Section 16 of MSMED Act, to supplier registered 216,559 295,917 under the MSMED Act, beyond the appointed day during the year

Interest paid, under Section 16 of MSMED Act, to supplier registered under the Nil NilMSMED Act, beyond the appointed day during the year

Interest due and payable towards supplier registered under MSMED Act, for 220,764 497,362 payments already made

Further interest remaining due and payable for earlier years Nil Nil

35 Provisions

(Rupees)Description As at January 1,

2014Additions during the

period

Utilised/ Reversed during the

period


Provision for Product Support/ Warranty

8,095,476 8,362,774 8,095,476 8,362,774

8,095,476 8,362,774 8,095,476 8,362,774

Provision for Product Support/ Warranty relate to estimated outflow in respect of products sold by the Company which are generally covered under a warranty of 6 to 24 months. Further it is also not possible to estimate the timing/ uncertainties relating to the outflow.

Note: The above information has been determined to the extent such parties have been identified by the Company, whichhas been relied upon by the auditors.

In accordance with the Accounting Standard 29, on "Provisions, Contingent Liabilities and Contingent Assets", the particulars of provisions as at March 31, 2015 are as follows:


Page 56 of 106



36 Related party disclosures

A. Names of related parties and description of relationship:

a) Parties where control

i. Holding Company Bosch Rexroth AG, Germany

ii. Ultimate Holding Company Robert Bosch GmbH, Germany

iii. Subsidiary Company Mivin Engg. Technologies Private Limited, India

b)

i. Fellow Subsidiaries: Bosch Rexroth Pty Limited., Australia

Bosch Limited, India

Bosch Rexroth S.p.A., Italy

Bosch Rexroth (China) Limited, Hong Kong

Bosch Rexroth BV, Netherlands

Bosch Rexroth Filtration Systems GmbH, Germany

Bosch Thermotechnik GmbH, Germany

Robert Bosch Licensing Administration CV, Netherland

Bosch Rexroth GmbH, Germany

Robert Bosch Limited, Thailand

Bosch Rexroth KFT, Hungary

Bosch Rexroth Korea Limited, South Korea

Bosch Rexroth Ltda., Brazil

Bosch Rexroth Pte Limited., Singapore

Bosch Rexroth Oy, Finland

Bosch Rexroth Schweiz AG, Switzerland

Bosch Rexroth Sdn. Bhd., Malaysia

Bosch Rexroth Teknik AB, Sweden

PT. Rexroth, Indonesia

Shanghai Bosch Rexroth Hydraulics & Automation Limited, China

Bosch Automotive Electronics India Private Limited, India

Bosch Chassis Systems India Limited, India

Bosch Electrical Drives India Private Limited, India

Bosch Rexroth Mellansel AB, Sweden

Robert Bosch Engineering and Business Solutions Limited, India

Bosch Rexroth Corporation, USA

Bosch Rexroth DSI SAS, France

Bosch Rexroth Oil Control S.p.A., Italy

Bosch Rexroth Sp. z o. o., Poland

Bosch Rexroth Otomasyon San. ve., Turkey

Bosch Rexroth (Beijing) Hydraulics Company Limited, China

Bosch Rexroth Corporation, Japan

Bosch Rexroth A/S, Denmark

Bosch Rexroth Electric Drives & Controls (Xi'an) Company Limited, China

Bosch Rexroth Fluidtech SAS, France

Bosch Rexoth Limited, United Kingdom

Bosch Rexroth Company Limited, Taiwan

Dalian Rexroth Control Technology Limited, China

Bosch Rexroth (Changzhou) Company Limited, China

Bosch (China) Investment Limited, China

Bosch Rexroth Canada Corporation, Canada

Bosch Rexroth, spol. s.r.o., Czech Republic

Bosch India Foundation, India

c) Key Management Mr. Reinhard Liebe (Managing Director) (till March 31, 2013)

Dr. Johannes Thomas Grobe (Managing Director) (till June 30,2015)

Mr. Deepak Chellani (Wholetime Director)

Mr. R.S. Pradeep (Wholetime Director)

Parties under common control with whom transactions have taken place during the year:

Note: The above information has been determined to the extent such parties have been identified on the bas

information provided by the Company, which has been relied upon by the auditors.


Page 57 of 106



B. Summary of the transactions with related parties is as follows:Rupees

Particulars

Country For the period January 1, 2014

to March 31, 2015

For the year ended

December 31, 2013

For the period January 1, 2014

to March 31, 2015

For the year ended

December 31, 2013


to March 31, 2015

For the year ended

December 31, 2013


to March 31, 2015

For the year ended

December 31, 2013


to March 31, 2015

For the year ended

December 31, 2013

i. Sales and Other Income (excluding Excise Duty, Sales Tax and Service Tax)

Sales of Goods 42,249,004 34,457,140 659,169,875 351,085,761 - - - - 701,418,879 385,542,901 Bosch Rexroth AG Germany 41,466,677 34,443,866 - - - - - - 41,466,677 34,443,866 Bosch Rexroth Pty Limited Australia - - 141,111,202 101,031,267 - - - - 141,111,202 101,031,267 Bosch Limited India - - 302,655,533 114,302,585 - - - - 302,655,533 114,302,585 Bosch Rexroth S.p.A. Italy - - 60,171,185 54,773,846 - - - - 60,171,185 54,773,846 Bosch Rexroth A/S Denmark - - 1,057,045 220,918 - - - - 1,057,045 220,918 Bosch Rexroth Limited United - - 194,912 - - - - - 194,912 - Bosch Rexroth Oy Finland - - 121,852 16,103 - - - - 121,852 16,103 Bosch Rexroth (Changzhou) Company Limited China - - 571,872 47,445 - - - - 571,872 47,445 Bosch Rexroth (China) Limited Hong Kong - - 728,302 1,630,142 - - - - 728,302 1,630,142 Bosch Rexroth BV Netherlands - - 233,892 2,347,237 - - - - 233,892 2,347,237 Bosch Rexroth Filtration Systems GmbH Germany - - - 199,764 - - - - - 199,764 Bosch Rexroth Ltda Brazil - - 7,594,456 1,477,344 - - - - 7,594,456 1,477,344 Bosch Rexroth Canada Corporation Canada - - 77,441 223,033 - - - - 77,441 223,033 Bosch Rexroth Spol S.r.o. Czech Republic - - - 41,322 - - - - - 41,322 Bosch Rexroth Otomasyon San. ve. Turkey - - - 76,291 - - - - - 76,291 Bosch Rexroth Pte Limited Singapore - - 1,160,862 2,158,441 - - - - 1,160,862 2,158,441 Bosch Rexroth Sdn. Bhd. Malaysia - - 41,922,081 29,901,033 - - - - 41,922,081 29,901,033 Bosch Rexroth Teknik AB Sweden - - 6,552,481 10,764,578 - - - - 6,552,481 10,764,578 PT. Bosch Rexroth Indonesia - - 1,668,705 308,272 - - - - 1,668,705 308,272 Bosch Rexroth Oil Control S.P.A. Italy - - - 11,876 - - - - - 11,876 Shanghai Bosch Rexroth Hydraulics & Automation Limited China - - 40,817,272 9,049,412 - - - - 40,817,272 9,049,412 Bosch Automotive Electronics India Private Limited India - - 5,638,086 470,298 - - - - 5,638,086 470,298 Bosch Electrical Drives India Private Limited India - - 2,765,123 - - - - - 2,765,123 - Bosch Rexroth Corporation USA - - 28,007 459,440 - - - - 28,007 459,440 Bosch Rexroth Corporation Japan - - 5,084,238 7,202,465 - - - - 5,084,238 7,202,465 Bosch Rexroth DSI SAS France - - 160,183 - - - - - 160,183 - Bosch Rexroth (Beijing) Hydraulics Company Limited China - - 188,373 213,323 - - - - 188,373 213,323

Robert Bosch Limited Germany - - 16,222,656 106,974 - - - - 16,222,656 106,974 Bosch Rexroth Korea Limited Korea - - 16,760,868 11,027,084 - - - - 16,760,868 11,027,084 Robert Bosch Engg. and Business Solutions Limited India - - 103,002 - - - - - 103,002 - Bosch Chassis Systems India Limited India - - 5,580,246 3,004,066 - - - - 5,580,246 3,004,066 Bosch Rexroth Sp. z o. o. Poland - - - 21,202 - - - - - 21,202 Mivin Engg. Technologies Private Limited India 782,327 13,274 - - - - - - 782,327 13,274

Service Income 5,653,866 3,793,155 12,289,033 6,670,837 - - - - 17,942,899 10,463,992 Bosch Rexroth AG Germany 5,653,866 3,793,155 - - - - - - 5,653,866 3,793,155 Bosch Rexroth GmbH Germany - - 131,600 - - - - - 131,600 - Bosch Limited India - - 6,724,771 368,400 - - - - 6,724,771 368,400 Bosch Rexroth S.P.A. Italy - - 132,649 182,269 - - - - 132,649 182,269 Bosch Rexroth Schweiz AG Switzerland - - - 137,233 - - - - - 137,233 Bosch Rexroth Corporation USA - - 270,629 495,489 - - - - 270,629 495,489 Bosch Rexroth S.L. Spain - - - 216,508 - - - - - 216,508 Bosch Rexroth KFT Hungary - - 110,570 - - - - - 110,570 - Shanghai Bosch Rexroth Hydraulics & Automation Limited China - - 2,532,270 - - - - - 2,532,270 - Bosch Rexroth Korea Limited Korea - - 54,618 - - - - - 54,618 - Bosch Rexroth SAS France - - - 614,332 - - - - - 614,332 Bosch Rexroth Pte Limited Singapore - - 54,506 595,514 - - - - 54,506 595,514 Bosch Rexroth Limited United - - 74,536 1,639,221 - - - - 74,536 1,639,221 Bosch Rexroth Mellansel AB Sweden - - 1,232,545 2,330,371 - - - - 1,232,545 2,330,371 Bosch Automotive Electronics India Private Limited India - - 136,517 15,000 - - - - 136,517 15,000 Bosch Electrical Drives India Private Limited India - - 121,349 - - - - - 121,349 - Bosch Chassis Systems India Limited India - - 484,272 16,500 - - - - 484,272 16,500 Robert Bosch Engg. and Business Solutions Limited India - - 80,899 60,000 - - - - 80,899 60,000 Bosch Rexroth (Beijing) Hydraulics Company Limited China - - 147,302 - - - - - 147,302 -

Parties where control exist Fellow Subsidiaries Key Management Personnel Others Total


Page 58 of 106




Particulars


to March 31, 2015

For the year ended

December 31, 2013


to March 31, 2015

For the year ended

December 31, 2013


to March 31, 2015

For the year ended

December 31, 2013


to March 31, 2015

For the year ended

December 31, 2013


to March 31, 2015

For the year ended

December 31, 2013

Agency Commission 63,629,871 26,482,647 9,849,585 45,907,350 - - - - 73,479,456 72,389,997 Bosch Rexroth AG Germany 63,629,871 26,482,647 - - - - - - 63,629,871 26,482,647 Bosch Rexroth BV Netherlands - - 1,816,202 1,196,404 - - - - 1,816,202 1,196,404 Bosch Rexroth (Beijing) Hydraulics Company Limited China - - - 5,811,171 - - - - - 5,811,171 Bosch Rexroth Oil Control S.P.A. Italy - - - 257,317 - - - - - 257,317 Bosch Rexroth Limited United - - 101,826 244,283 - - - - 101,826 244,283 Bosch Rexroth Mellansel AB Sweden - - 7,931,557 38,327,120 - - - - 7,931,557 38,327,120 Bosch Rexroth DSI SAS France - - - 71,055 - - - - - 71,055

Recovery of Expenses 25,057,929 19,759,589 7,201,747 2,585,474 - - - - 32,259,676 22,345,063 Bosch Rexroth AG Germany 23,967,086 19,742,052 - - - - - - 23,967,086 19,742,052 Bosch Limited India - - 847,002 193,922 - - - - 847,002 193,922 Mivin Engg. Technologies Private Limited India 1,090,843 17,537 - - - - - - 1,090,843 17,537 Bosch Rexroth Pte Limited Singapore - - 1,154,020 - - - - - 1,154,020 - Robert Bosch Limited Thailand - - 110,022 - - - - - 110,022 - Bosch Rexroth Pty Limited Australia - - - 85,311 - - - - - 85,311 Bosch Rexroth Mellansel AB Sweden - - 5,090,703 2,306,241 - - - - 5,090,703 2,306,241

ii. Purchases

Purchases of Materials, Stores, Spares and Traded goods 2,745,324,281 2,278,731,695 1,372,396,218 484,914,137 - - - - 4,117,720,499 2,763,645,832 Bosch Rexroth AG Germany 2,745,324,281 1,813,403,926 - - - - - - 2,745,324,281 1,813,403,926 Bosch Rexroth Pneumatics GmbH Germany - - - 31,542,216 - - - - - 31,542,216 Bosch Rexroth Corporation USA - - 15,969,679 5,383,035 - - - - 15,969,679 5,383,035 Bosch Rexroth (Beijing) Hydraulics Company Limited China - - 139,369,455 113,439,577 - - - - 139,369,455 113,439,577 Bosch Rexroth Canada Corporation Candada - - 12,309,839 - - - - - 12,309,839 - Shanghai Bosch Rexroth Hydraulics & Automation Limited China - - - 111,216 - - - - - 111,216 Bosch Thermotechnik GmbH Germany - - 776,430 2,197,168 - - - - 776,430 2,197,168 Bosch Rexroth (Changzhou) Company Limited China - - 19,754,282 12,217,135 - - - - 19,754,282 12,217,135 Bosch Rexroth Pneumatika Kft. Hungary - - - 9,907,772 - - - - - 9,907,772 Bosch Rexroth Pneumatics S.R.L. Italy - - - 406,441 - - - - - 406,441 Bosch Rexroth Pneumatics Corporation USA - - - 226,827 - - - - - 226,827 Bosch Rexroth Oil Control S.p.A. Italy - - 28,441,714 50,628,057 - - - - 28,441,714 50,628,057 Bosch Rexroth Corporation Japan - - 32,576,856 33,771,531 - - - - 32,576,856 33,771,531 Mivin Engg. Technologies Private Limited India - 465,327,769 637,798,217 - - - - - 637,798,217 465,327,769 Bosch Automotive Electronics India Private Limited India - - 189,878 84,078 - - - - 189,878 84,078 Bosch Limited India - - 12,797 8,682,047 - - - - 12,797 8,682,047 Bosch Rexroth A/S Denmark - - 172,637 168,172 - - - - 172,637 168,172 Bosch Rexroth BV Netherlands - - 21,895,097 22,883,118 - - - - 21,895,097 22,883,118 Bosch Rexroth DSI SAS France - - 25,742,562 14,400,086 - - - - 25,742,562 14,400,086 Bosch Rexroth Electric Drives & Controls (Xi'an) Company Limited China - - 14,091,163 4,029,432 - - - - 14,091,163 4,029,432 Bosch Rexroth Fluidtech SAS France - - - 2,540,116 - - - - - 2,540,116 Bosch Rexoth Limited United - - 1,709,300 4,170,480 - - - - 1,709,300 4,170,480 Bosch Rexroth Ltda Brazil - - 3,404,702 2,395,759 - - - - 3,404,702 2,395,759 Bosch Rexroth Otomasyon San. ve. Turkey - - 732,167 16,834,320 - - - - 732,167 16,834,320 Bosch Rexroth S.P.A. Italy - - - 408,029 - - - - - 408,029 Bosch Rexroth Teknik AB Sweden - - 3,560,942 5,114,221 - - - - 3,560,942 5,114,221 Bosch Rexroth Mellansel AB Sweden - - 413,888,501 138,391,724 - - - - 413,888,501 138,391,724 Dalian Rexroth Control Technology Limited China - - - 4,981,580 - - - - - 4,981,580

iii. Services received

Royalty and Technical Services 25,576,602 18,905,874 23,845,108 15,512,450 - - - - 49,421,710 34,418,324 Bosch Rexroth AG Germany 25,576,602 18,905,874 - - - - - - 25,576,602 18,905,874 Robert Bosch Licensing Administration CV Netherlands - - 21,922,802 13,382,854 - - - - 21,922,802 13,382,854 Bosch Rexroth DSI SAS France - - 1,922,306 2,129,596 - - - - 1,922,306 2,129,596



Page 59 of 106




Particulars


to March 31, 2015

For the year ended

December 31, 2013


to March 31, 2015

For the year ended

December 31, 2013


to March 31, 2015

For the year ended

December 31, 2013


to March 31, 2015

For the year ended

December 31, 2013


to March 31, 2015

For the year ended

December 31, 2013

Legal And Professional Services 15,649,171 20,742,684 6,136,521 24,121,484 - - - - 21,785,692 44,864,168 Robert Bosch Engg. and Business Solutions Limited India - - 1,388,682 10,112,514 - - - - 1,388,682 10,112,514 Robert Bosch GmbH Germany 3,974,682 4,060,735 - - - - - - 3,974,682 4,060,735 Shanghai Bosch Rexroth Hydraulics & Automation Limited China - - 53,807 - - - - - 53,807 - Bosch Rexroth AG Germany 11,674,489 16,681,949 - - - - - - 11,674,489 16,681,949 Bosch Rexroth BV Netherlands - - - 10,643,071 - - - - - 10,643,071 Bosch Rexroth Mellansel AB Sweden - - - 40,843 - - - 40,843 Bosch Limited India - - 4,694,032 3,325,056 - - - - 4,694,032 3,325,056

Guarantee Commission 24,243,750 22,125,000 - - - - - - 24,243,750 22,125,000 Robert Bosch GmbH Germany 24,243,750 22,125,000 - - - - - - 24,243,750 22,125,000

Communication and IT Support 88,521,977 61,256,399 6,060,541 1,768,587 - - - - 94,582,518 63,024,986 Robert Bosch GmbH Germany 88,521,977 55,923,449 - - - - - - 88,521,977 55,923,449 Bosch Rexroth AG Germany - 5,332,950 - - - - - - - 5,332,950 Bosch Limited India - - - 10,808 - - - - - 10,808 Robert Bosch Engg. and Business Solutions Limited India - - 6,060,541 1,757,779 - - - - 6,060,541 1,757,779

Reimbursement of Expenses 19,549,504 10,973,570 3,362,084 5,136,462 - - - - 22,911,588 16,110,032 Bosch Rexroth AG Germany 6,883,630 1,366,963 2,978,227 - - - - - 9,861,857 1,366,963 Robert Bosch GmbH Germany 12,665,874 9,606,607 - - - - - - 12,665,874 9,606,607 Robert Bosch Engg. and Business Solutions Limited India - - 383,857 1,077,390 - - - - 383,857 1,077,390 Bosch Limited India - - - 4,056,033 - - - - - 4,056,033 Bosch (China) Investment Limited China - - - 3,039 - - - - - 3,039

iv. Purchase of Capital Goods and Services 27,217,580 13,905,075 5,078,665 27,613,364 - - - - 32,296,245 41,518,439 Bosch Rexroth AG Germany 27,130,211 4,849,832 - - - - - - 27,130,211 4,849,832 Bosch Rexroth Teknik AB Sweden - - 941,564 - - - - - 941,564 - Bosch Rexroth Spol S.r.o. Czech Republic - - 4,137,101 - - - - - 4,137,101 - Bosch Limited India - - - 26,419,964 - - - - - 26,419,964 Robert Bosch Engg. and Business Solutions Limited India - - - 1,193,400 - - - - - 1,193,400 Robert Bosch GmbH Germany 87,369 9,055,243 - - - - - - 87,369 9,055,243

v. Investment in Subsidiary Company - 199,999,950 - - - - - - - 199,999,950 Mivin Engg. Technologies Private Limited India - 199,999,950 - - - - - - - 199,999,950

vi. Interest paid - - 410,844,645 323,957,530 - - - - 410,844,645 323,957,530 Bosch Limited India - - 410,844,645 323,957,530 - - - - 410,844,645 323,957,530

vii. Managerial Remuneration - - - - 42,144,717 43,784,124 - - 42,144,717 43,784,124

Mr.Reinhard Liebe India - - - - - 10,608,285 - - - 10,608,285 Dr. Johannes Thomas Grobe India - - - - 26,983,872 21,341,337 - - 26,983,872 21,341,337 Mr. Deepak Chellani India - - - - 7,859,320 6,122,912 - - 7,859,320 6,122,912 Mr. R.S. Pradeep India - - - - 7,301,525 5,711,590 - - 7,301,525 5,711,590 * including EAV bonus paid during the year

viii. Loan taken during the year - - - 200,000,000 - - - - - 200,000,000 Bosch Limited India - - - 200,000,000 - - - - - 200,000,000

ix. Donation paid - - 100,000 300,000 - - - - 100,000 300,000 Bosch India Foundation India - - 100,000 300,000 - - - - 100,000 300,000



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Particulars

Country As at March 31, 2015

As at December 31, 2013









x. Goods in Transit 124,880,514 43,088,068 57,700,421 20,082,700 - - - - 182,580,935 63,170,768 Bosch Rexroth AG Germany 124,620,206 39,881,059 - - - - - - 124,620,206 39,881,059 Bosch Rexroth Pneumatics GmbH Germany - - - 1,736,732 - - - - - 1,736,732 Bosch Rexroth Pneumatics S.R.L. Italy - - - 577,853 - - - - - 577,853 Bosch Rexroth Pneumatika Kft. Hungary - - - 3,939,791 - - - - - 3,939,791 Bosch Rexroth Pneumatics Corporation USA - - - 253,544 - - - - - 253,544 Bosch Rexoth Limited United - - 192,419 - - - - - 192,419 - Bosch Rexroth Ltda Brazil - - 995,845 - - - - - 995,845 - Bosch Rexroth Teknik AB Sweden - - 294,244 32,416 - - - - 294,244 32,416 Bosch Rexroth (Beijing) Hydraulics Company Limited China - - 8,363,857 3,491,173 - - - - 8,363,857 3,491,173 Bosch Rexroth Corporation USA - - 3,003,564 154,018 - - - - 3,003,564 154,018 Bosch Rexroth Corporation Japan - - 971,959 1,788,979 - - - - 971,959 1,788,979 Bosch Rexroth Oil Control S.p.A. Italy - - 841,168 5,350,174 - - - - 841,168 5,350,174 Bosch Rexroth Electric Drives & Controls (Xi'an) Company Limited China - - 1,213,460 - - - - - 1,213,460 - Bosch Rexroth BV Netherlands - - - 2,413,906 - - - - - 2,413,906 Mivin Engg. Technologies Private Limited India 260,308 3,207,009 - - - - - - 260,308 3,207,009 Bosch Limited India - - - 13,295 - - - - - 13,295 Shanghai Bosch Rexroth Hydraulics & Automation Limited China - - - 111,216 - - - - - 111,216 Bosch Rexroth DSI SAS France - - 1,026,905 - - - - - 1,026,905 - Bosch Rexroth Mellansel AB Sweden - - 40,797,000 219,603 - - - - 40,797,000 219,603

xi. Balance outstanding at the year endPayables 514,450,844 867,780,126 103,374,985 157,077,465 - - - - 617,825,829 1,024,857,591 Bosch Rexroth AG Germany 471,074,302 764,590,943 - - - - - - 471,074,302 764,590,943 Bosch Rexroth Pneumatics Corporation USA - - - 318,979 - - - - - 318,979 Bosch Rexroth Pneumatics GmbH Germany - - - 41,176,880 - - - - - 41,176,880 Bosch Rexroth Pneumatics S.R.L. Italy - - - 984,294 - - - - - 984,294 Robert Bosch Administration C.V. Netherlands - - - 14,584,531 - - - - - 14,584,531 Robert Bosch Licensing Administration CV Netherlands - - 3,960,020 - - - - - 3,960,020 - Bosch Rexroth Pneumatika Kft. Hungary - - - 6,431,908 - - - - - 6,431,908 Bosch Rexroth (Changzhou) Company Limited China - - 4,451,470 274,701 - - - - 4,451,470 274,701 Bosch Rexroth DSI SAS France - - 2,569,835 4,042,992 - - - - 2,569,835 4,042,992 Bosch Rexorh Corporation USA - - 3,311,746 454,579 - - - - 3,311,746 454,579 Bosch Rexroth Corporation Japan - - 8,126,346 7,132,935 - - - - 8,126,346 7,132,935 Bosch Rexroth (Beijing) Hydraulics Company Limited China - - 18,223,469 21,822,603 - - - - 18,223,469 21,822,603 Mivin Engg. Technologies Private Limited India 22,816,527 50,263,773 - - - - - - 22,816,527 50,263,773 Robert Bosch GmbH Germany 20,560,015 52,925,410 - - - - - - 20,560,015 52,925,410 Bosch Limited India - - - 5,214,657 - - - - - 5,214,657 Bosch Rexroth Teknik AB Sweden - - 431,737 1,026,928 - - - - 431,737 1,026,928 Bosch Rexroth BV Netherlands - - - 8,851,328 - - - - - 8,851,328 Robert Bosch Engg. and Business Solutions Limited India - - 550,367 2,760,768 - - - - 550,367 2,760,768 Bosch Rexoth Limited United - - 210,349 16,178 - - - - 210,349 16,178 Bosch Rexroth Otomasyon San. ve. Turkey - - - 62,526 - - - - - 62,526 Bosch Rexroth Mellansel AB Sweden - - 52,569,404 27,657,339 - - - - 52,569,404 27,657,339 Bosch Rexroth Ltda Brazil - - 1,754,415 - - - - - 1,754,415 - Shanghai Bosch Rexroth Hydraulics & Automation Limited China - - - 111,216 - - - - - 111,216 Bosch Rexroth Oil Control S.p.A. Italy - - 4,460,765 12,423,464 - - - - 4,460,765 12,423,464 Dalian Rexroth Control Technology Limited China - - - 865,011 - - - - - 865,011 Bosch (China) Investment Limited China - - - 3,039 - - - - - 3,039 Bosch Rexroth Electric Drives & Controls (Xi'an) Company Limited China - - 2,755,062 860,609 - - - - 2,755,062 860,609



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Particulars

Country As at March 31, 2015










Receivables 14,733,046 16,178,067 79,462,321 49,302,125 - - - - 94,195,368 65,480,192 Bosch Rexroth AG Germany 14,587,052 16,178,067 - - - - - - 14,587,052 16,178,067 Mivin Engg. Technologies Private Limited India 145,994 - - - - - - - 145,994 - Bosch Rexroth Pty Limited Australia - - 10,944,644 10,490,381 - - - - 10,944,644 10,490,381 Bosch Rexroth A/S Denmark - - 801,338 2,290 - - - - 801,338 2,290 Bosch Rexroth BV Netherlands - - 687,452 174,946 - - - - 687,452 174,946 Bosch Rexroth Oy Finland - - 56,091 - - - - - 56,091 - Bosch Rexroth Limited United - - 134,496 1,077,944 - - - - 134,496 1,077,944 Bosch Rexroth Schweiz AG Switzerland - - - 154,196 - - - - - 154,196 Bosch Limited India - - 29,135,935 12,862,571 - - - - 29,135,935 12,862,571 Bosch Rexroth Canada Corporation Candada - - - 95,256 - - - - - 95,256 Bosch Rexroth Sdn. Bhd. Malaysia - - 4,389,529 1,181,253 - - - - 4,389,529 1,181,253 Bosch Rexroth Fluidtech SAS France - - - 176,490 - - - - - 176,490 Bosch Rexroth Teknik AB Sweden - - 526,779 1,561,983 - - - - 526,779 1,561,983 Bosch Electrical Drives India Private Limited India - - 105,618 - - - - - 105,618 - Robert Bosch Limited Indonesia - - 6,390,642 - - - - - 6,390,642 - Bosch Rexroth Korea Limited Korea - - 3,678,196 1,974,788 - - - - 3,678,196 1,974,788 Bosch Rexroth Mellansel AB Sweden - - 1,492,413 4,303,590 - - - - 1,492,413 4,303,590 Bosch Rexroth Oil Control S.p.A. Italy - - - 276,195 - - - - - 276,195 Bosch Rexroth S.P.A. Italy - - 642,403 2,435,103 - - - - 642,403 2,435,103 Bosch Rexroth Filtration Systems GmbH Germany - - - 94,352 - - - - - 94,352 Bosch Rexroth (Beijing) Hydraulics Company Limited China - - 335,675 5,811,171 - - - - 335,675 5,811,171 Bosch Rexroth (Changzhou) Company Limited China - - 496,080 4,588 - - - - 496,080 4,588 Shanghai Bosch Rexroth Hydraulics & Automation Limited China - - 13,480,246 5,089,191 - - - - 13,480,246 5,089,191 Robert Bosch Engg. and Business Solutions Limited India - - - 9,950 - - - - - 9,950 Bosch Rexroth (China) Limited Hong Kong - - 399,778 - - - - - 399,778 - Bosch Chassis Systems India Limited India - - 407,858 737,387 - - - - 407,858 737,387 Bosch Automotive Electronics India Private Limited India - - 1,124,974 212,082 - - - - 1,124,974 212,082 Bosch Rexroth DSI SAS France - - - 25,829 - - - - - 25,829 Bosch Rexroth Pte Limited Singapore - - 128,879 258,030 - - - - 128,879 258,030 Bosch Rexroth Corporation USA - - 1,731 - - - - - 1,731 - Bosch Rexroth Ltda Brazil - - 4,101,565 288,376 - - - - 4,101,565 288,376 Bosch Rexroth Otomasyon San. Ve. Turkey - - - 4,183 - - - - - 4,183

Loan * - - 2,950,000,000 2,950,000,000 - - - - 2,950,000,000 2,950,000,000 Bosch Limited India - - 2,950,000,000 2,950,000,000 - - - - 2,950,000,000 2,950,000,000 * including loan renewed during the year

xii. Corporate Guarantee Availed 2,950,000,000 2,950,000,000 - - - - - - 2,950,000,000 2,950,000,000 Robert Bosch GmbH Germany 2,950,000,000 2,950,000,000 - - - - - - 2,950,000,000 2,950,000,000

xiii. Corporate Guarantee Given 120,000,000 120,000,000 - - - - - - 120,000,000 120,000,000 Mivin Engg. Technologies Private Limited India 120,000,000 120,000,000 - - - - - - 120,000,000 120,000,000



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37 Segment Reporting

Secondary segments (By Geography):

India Outside India Total India Outside India Total

Rupees Rupees Rupees Rupees Rupees Rupees

Revenue from external customers 8,380,008,371 629,162,314 9,009,170,685 5,994,545,861 389,558,552 6,384,104,413

Carrying amount of total assets 6,971,467,053 46,741,532 7,018,208,585 6,671,729,879 74,203,342 6,745,933,221

Addition to Fixed Assets during the year 186,085,060 - 186,085,060 168,775,846 - 180,453,928

38 Taxation

i) Transfer Pricing

April 1, 2014 to March 31, 2015.

ii) Deferred Tax

The Deferred Tax Asset/ (Liability) has been arrived at as follows:

As at March

31, 2015

As at

December 31,

Rupees Rupees

Deferred Tax Assets arising from:

a) Expenses charged in the financial statements but allowable as deductions in future years

under the Income Tax Act, 1961. Expenses allowable for tax purposes when paid under

Section 43B of the Income Tax Act, 1961 45,479,902 36,723,379

b) Others 45,156,438 48,710,067

90,636,340 85,433,446

Less: Deferred Tax Liabilities arising from:

Difference between carrying amount of fixed assets in the financial statements and

the Income Tax Return. 186,901,339 107,709,814

######## 107,709,814

Net Deferred Tax (Liability) (96,264,999) (22,276,368)

The tax impact for the above purpose has been arrived by applying a tax rate of 34.608% being the prevailing tax rate for Indian Companies under the

Income Tax Act, 1961.


In accordance with the requirements of Accounting Standard 17 - ''Segment Reporting''the Company has determinedits business segment as 'Drive and Control

Equipment'.There are no other primary reportablesegments. Thus the segment revenue, segment result, total carrying amountof segment assets, total carrying

amountof segment liabilities,total cost incurredto acquiresegment assets, the total amountof charge for depreciationand amortisation duringthe periodare all as

reflected in the financial statements for the period January 1,2014 to March 31, 2015 and as on that date.

Particulars or the period January 1,2014 to March 31, 2015 For the year ended December 31, 2013

The Finance Act, 2001 has introduced, with effect from assessment year 2002-03 (effective April 1, 2001), detailed Transfer Pricing (TP) regulations for computing

the taxable income from ‘international transactions’ between ‘associated enterprises’ on an ‘arm’s length’ basis. These regulations, inter-alia, also require the

maintenance of prescribed documents and information including furnishing a report from an Accountant within the due date of filing the Return of Income.

For the year ended March 31, 2014, the Company had undertaken a study to comply with the said transfer pricing regulations for which the prescribed certificate of

the Accountant has been obtained and this did not envisage any tax liability.

For the year ending March 31, 2015, the Company intends to carry out a similar study to comply with the said regulations which accordingly will cover the period


Page 63 of 106


39 Unhedged Foreign Currency Exposure

As at March 31, 2015 As at December 31, 2013

Trade Receivables (in EURO) 140,379 542,033

Trade Receivables (in USD) 611,997 343,007

Trade Receivables (in SEK) 165,602 165,602

Trade Receivables (in JPY) NIL 10,200,000

Trade Payables (in EURO) 7,858,368 10,818,666

Trade Payables (in USD) 908,628 514,291

40 Value of imported and indigenous raw material consumed

Rupees % Rupees %Imported 1,232,039,165 55% 844,718,298 53%

Indigenous 1,002,421,198 45% 735,099,663 47%

2,234,460,363 100% 1,579,817,961 100%

Value of imported and indigenous stores and spares consumed

Rupees % Rupees %Imported 188,443,652 72% 88,350,506 44%

Indigenous 71,995,829 28% 113,838,766 56%

260,439,481 100% 202,189,272 100%

41 Expenditure towards Corporate Social Responsibility(CSR) activities

(a) Amount spent during the year on

Particulars Paid Total(i) Construction/acquisition of any asset 442,471 750,000

(ii) On purposes other than (i) above 778,157 778,157

42 The Company has re-assessed the useful life of assets for the purpose of determination of depreciation. Consequently

the charges on account of depreciation to the Statement of Profit and Loss for the period is higher by Rs. 94,875,085

43 Security For Borrowing from Bosch Limited (Fellow Subsidiary)As per the resolution passed at the Extra – Ordinary General Meeting held on July 24,2015, Company is in process of creating

mortgages, charges and hypothecation as may be necessary on such of the assets of the Company, both present and future, in

such a manner as the Board may direct, together with power to take over the management of the Company in certain events, in

favour of Bosch Limited for securing borrowings of the Company availed/ to be availed from Bosch Limited.

307,529

-

For the period January 1,2014 to March 31, 2015


For the period January 1,2014 to March 31, 2015


Yet to be paid


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44 Consolidation of Face Value of Equity SharesAs per the resolution passed at the Extra- Ordinary general Meeting held on July 24, 2015 Company has consolidated its

Authorised, Issued , Subscribed and Paid up equity shares in the share capital of the Company by increasing the face value of

the equity shares from Rs. 10 each to Rs. 100,000/- each with effect from July 24, 2015 ( Effective Date ). Upon consolidation

of the Equity Shares of the Company as aforesaid, every 10,000 equity shares of the Company as aforesaid, every 100,00

equity shares with face value of Rs. 10/- each held by the shareholders as on effective date be consolidated into 1 ( one )

equity share with face value of Rs. 100,000/- each, provided that no shareholder shall be entitled to a fraction of a share and

all fractional entitlements resulting from the consolidation shall be aggregated into whole shares and the number of shares

so arising shall be held by a trustee appointed by the Board of Directors of the Company who shall dispose of the said shares

to such persons as the Trustee may deem fit and the proceeds of sale of such shares shall be distributed proportionately among

the members who would otherwise be entitled to fractional entitlements.at a price od 79,52,900 per consolidated equity share of

Rs. 100,000/- which is equal to Rs. 795.29 per equity share of Rs. 10

45 Pursuant to the Companies Act 2013 , the Company has changed its financial year-end to March and hence the current accounting

period is from January 1, 2014 to March 31, 2015 whereas the previous accounting year was from January 01, 2013 to December 31,

2013. The corresponding figures for the previous year are therefore not comparable with those of the current period.


As per our report of even date attached.






Priyanshu Gundana

Partner


Vanraj Rathod

Company Secretary

Place : Ahmedabad Place : Ahmedabad

Date : August 21, 2015 Date : August 21, 2015


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1. Name of the Subsidiary Company MIVIN Engg. Technologies Private Limited

2. Date from which it became a Subsidiary 21-07-2006

3. The Financial Year of the Subsidiary Company ended on 31st March, 2015

4. a) Number of Equity Shares held by Bosch Rexroth (India) 4,166,666 Equity Shares of Rs.10/- each fully paid up Limited in the subsidiary as at the end of the financial year of the subsidiary

b) Capital and Reserves of the Subsidiary as at the end of i) Share Capital Rs. 41,666,660/- the financial year of the Subsidiary ii) Reserves & Surplus - Rs. (20,331,797)

c) Extent of interest of Bosch Rexroth (India) Limited in the 100% Capital of the Subsidiary as at the end of the financial year of the subsidiary

5. Profit/(losses) so far as it concerns the members of Bosch For the financial year of the subsidiary - Rs.(34,676,183)Rexroth (India) Limited and not dealt with in the books of For the previous financial years since it became a subsidiary - Rs. 14,344,386/-account of Bosch Rexroth (India) Limited

6. Profit/(losses) so far as it concerns the members of Bosch For the financial year of the subsidiary - NilRexroth (India) Limited and dealt with in the books of For the previous financial years since it became a subsidiary - Nilaccount of Bosch Rexroth (India) Limited

Place : Ahmedabad Mr. Hans Bangert Mr. Deepak Chellani Date : 16th September, 2015 Managing Director Director


STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANY


Page 66 of 106

MIVIN ENGG. TECHNOLOGIES PRIVATE LIMITED

Registered Office: VSTPPL Compound, Survey No. 81 & 82/1, Bangalore-Mysore Road, Hejjala Village, Bidadi Hobli,

Ramanagara Dist – 562 109 India. 21.09. 2015

DIRECTORS’ REPORT

Dear Members, Your Directors have pleasure in presenting the Thirteenth Annual Report together with the Audited Statement of Accounts of the Company for the period ended March, 31, 2015. Financial Results The following are the working results (Rs. Thousands) January 2014

to March 2015 January 2013 to December

2013 Net Sales 631,902 416,009

Operating Profit/Loss 25,745 (2795)

Profit/ (-) Loss before taxes and other items (34,676) (54,546)

Profit/ (-) Loss After Tax (34,676) (54,546)

Balance Carried to Balance Sheet (193,665) (158,988)

During the period January 2014 to March 2015, the company has sold 465,533 Gear Pumps compared to 331,448 numbers in the previous year. Financial Performance review for the period 2015 Global Economic scenario was not so encouraging during the first quarter of 2015 in Indian Market. Also the US and European market was not performing up to the expectations. The Indian tractor market was facing the slow down and Mivin has maximum exposure to Tractor Industry since most of its supplies goes to tractor segment.

Funding No major investment and no loan taken during the period January 2014 to March 2015. Future prospects Your company has started Manufacture and Export of High performance pumps to NAFTA market from December 2014 onwards. The company has got approval for Manufacture of Motors for High performance pumps.


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Direct Export of Components Your company has also started direct export of components to Bosch Rexroth AG & Bosch Rexroth Brazil for the period ended March 2015 which yielded revenue of 6.35 mio INR during 2015.

Employee Relations Relations with the union have been cordial and Memorandum of Understanding has expired on 31.12.2014. The union has provided charter of demand from January 2015 to December 2017 to the Management. The Management in discussion with union to have an amicable settlement. Employee Motivation As part of increasing employee motivation and to retain talent, free transport facility for all the employees to reach Hejjala Plant and subsidized breakfast has been continued.

Research and Development During the period under review your company undertakes production of 17 proto types and had 13 projects on hand. The 9 projects have been released for series supply. Considering the tractor market’s shift towards power steering and use of Higher HP Tractors with multiple implements a need of hour is double pump (Tandem Pump) for future requirements. Mivin-Hejjala Plant is geared up to meet the special process requirement to manufacture the double Pumps.

Dividend In view of continuing losses during the period ended 31st March 2015, no dividend is recommended for payment. Internal Control Report The company has adequate internal control systems commensurate with its size and nature of business, for ensuring efficiency of operations and protection of company’s Assets. Particulars of Employees Information pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required to be furnished as there are no employees who are covered by the said section. Energy Conservation, Technology, Foreign Exchange etc.

The report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217 (1) (e) read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in the Directors report. Directors

Under the chairmanship of Mr. Wolfgang Ernst Anton Totsche, Mr. Jürgen Friedrich Johann Böpple, Mr.R.S.Vasan , Mr. Shyam Prasad B R & Mr. Johannes Thomas Grobe served as directors of the company during the period ended 2015.


Page 68 of 106

During the period Mr.R.S.Vasan resigned from the position of Directorship with effect from 31.10.2014 and Mr.Shyam Prasad B R appointed as Managing Director with effect from 01.11.2014.

Auditors M/s. Price Waterhouse & Co LLP, Chartered Accountants, Bangalore are the retiring auditors. They have expressed their willingness and eligibility to act as auditors, if re-appointed. Compliance Certificate Compliance Certificate as required under provision to sub-section (1) to Section 383A of the Companies Act, 1956 obtained from M/s Nagendra Bhagwat & Associates, Practicing Company Secretaries, Bangalore is attached to this report. Directors Responsibility Statement under Section 217 (2AA) of the Companies Act, 1956 The Companies Amendment Act, 2000 requires that the Directors ensure that the financial statements of the Company are prepared in such manner as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2015 and of the profits of the Company for the year ended on that date. Your Directors confirm.

(i) that in preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made adjustments 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 profits of the Company for that year.

(iii) that the Directors have taken proper and sufficient care for the maintenance of the adequate accounting records with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the annual accounts on a going concern basis. Acknowledgements The Directors express their gratitude to the Central Government and the State Government of Karnataka for the support given to the company. The Directors also thank Bosch Rexroth (India) Ltd our parent company and Bosch Ltd for their continued support. We also thank the Vendors/Suppliers, bankers and others connected with the business of the company for their co-operation.

For & on Behalf of the Board

Mr.Shyam Prasad B R Mr. Hans Bangert (Managing Director) (Director) 21.09.2015


Page 69 of 106

MIVIN ENGG. TECHNOLOGIES PRIVATE LIMITED Registered Office: VSTPPL Compund, Survey No. 81 & 82/1,

Bangalore-Mysore Road, Hejjala Village, Bidadi Hobli, Ramanagara Dist. 562 109

21.09. 2015

ANNEXURE I TO DIRECTORS’ REPORT

Particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. 1. Conservation of Energy

The new premise is already harnessing the natural lighting system with the reduced energy requirements by using transparent acrylic sheet roofing. Also ventilation system is with turbo exhaust fan installed on the roof top to bring in better working ambient without energy consumption. 2. Technology Absorption

a) Research & Development

i) Specific Areas in which R&D carried out by the company

Not Applicable

ii) Benefits derived as a result of R&D

Not Applicable

iii) Future Plan of Action Introduction of Supply of High performance Pump of “G” size & Motors of “F” size.

Planning is in progress for Global Facility for reliability testing for pumps manufactured worldwide. Also there is a proposal to provide engineering services for pump manufactured worldwide.

iv) Expenditure on R&D Rs. 3,248,751 was spent towards various design/development activities by the company.

b) Technology Adoption, Absorption and Innovation

i) Introduction of auto loading in grinding machine in order to increase productivity and reduced employee fatigue.

ii) Introduction of combined process for Gear Teeth De-burring, Face Polishing and Super Finishing of Journal Diameter of Gears resulting in better quality of the gear pump.

iii) Increased productivity for housing machining operation with better controlled system.


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iv) Introduction of Carbide Hob for Gear Cutting Process with substantial productivity increased.

As a result of above efforts, we are able to meet the market requirements and satisfy our customers in shortest possible lead times in design, application and series production.

3. Foreign Exchange Earning and Outgo

Total Foreign Exchange Used: Rs. 11,740,523.00 Total Foreign Exchange Earned: Rs. 23,664,422.00

For & on Behalf of the Board

Mr. Shyam Prasad B R Mr. Hans Bangert (Managing Director) (Director)

21.09. 2015.


Page 71 of 106

SECRETARIAL COMPLIANCE CERTIFICATE

CIN of the Company : U29120KA2002PTC031230 Authorised Capital : 49,500,000.00

To,

Members, MIVIN ENGG. TECHNOLOGIES PRIVATE LIMITED VSTPPL Compound,Survey No. 81 & 82/1, Hejjala Village, Bidadi Hobli-562109 Karnataka.

I have examined the registers, records, books and papers of MIVIN ENGG. TECHNOLOGIES PRIVATE LIMITED (the Company) as required to be maintained under the Companies Act, 1956 (the Act) and the rules made there under, as applicable and also the provisions contained in the Memorandum and Articles of Association of the Company for the period 01st January 2014 to 31st March,2015. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaid period under review:

1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made there under.

3. The Company being a Private Limited Company has the minimum prescribed paid-up capital and its maximum number of members during the period as aforementioned was 2 (Two) and the company:

(i) Has not invited public to subscribe for its shares and debentures; and (ii) Have not invited or accepted any deposits from persons other than its members, directors or

their relatives.

4. The Board of Directors duly met 6 (Six) times on February 13, 2014; April 8, 2014; May 22, 2014; September 16, 2014; October 31, 2014; February 26, 2015; in respect of which proper notice were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

5. The Company was not required to close its Register of Members and Debenture holders during the period under Section 154 of the Act.

6. The annual general meeting for the financial year ended 31st December, 2013 was held on 06th May, 2014 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in the minutes book maintained for the purpose.

7. One Extra-ordinary General Meeting was held during the period as aforementioned. Extra Ordinary General Meeting was held on 02nd December, 2014 for the approval of appointment of Director and to fix managing remuneration to payable to Managing Director, to approval of borrowing limit more than aggregate paid-up capital and to approval to provide Housing Loan to Managing Director.

8. The Company, being a private Company, section 295 of the Act is not applicable.


Page 72 of 106

9. The Company has duly complied with the provisions of section 297 of the Act in respect of contracts

specified in that section.

10. The Company has made all necessary entries in the register maintained under section 301 of the Act.

11. As there was no instance falling within purview of section 314 of the Act, the company has not obtained any approvals from the Board of Directors, members and previous approval of the central Government.

12. The Company has not issued any duplicate share certificate during the financial year.

13. According to the information and explanations provided, the Company: (i) Delivered all the certificates on allotment of securities and on lodgement thereof for

transfer/transmission in accordance with the provisions of the Act;

(ii) Was not required to deposit any amount of dividend in a separate bank account as there was no declaration of any dividend during the period as aforementioned;

(iii) Was not required to pay/post warrants for dividends to all the members as there was no

declaration of any dividend during the period as aforementioned; (iv) Has not transferred any amounts in unpaid dividend account, application money due for refund,

matured deposits, matured debentures and the interest accrued thereon as there exists no such account;

(v) Duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. Mr. Ramasubramaniyam Vasan, Managing Director of the Company was resigned on October 31, 2014. Further during the period Mr. Bidadi Rajarao Prasad Shyam appointed as Additonal Director w.e.f October 31, 2014. There was change in designation of Mr. Bidadi Rajarao Prasad Shyam from additional director to Managing Director w.e.f November 1, 2014. There was no appointment of alternate director during the period.

15. The Company being private Company provisions of Section 269 of the Act with regard to the appointment of Managing Director/Whole-time Director/Manager during the period is not applicable.

16. There was no appointment of sole-selling agents during the period.

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the provisions of the Act during the period as aforementioned.

18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.

19. The Company has not made any preferential allotment of Equity shares during the financial year ending 31st March, 2015.

20. The Company has not bought back any shares during the period ended 31st March, 2015.

21. The Company has not issued/redeemed any preference shares/debentures during the period as aforementioned.


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22. There were no transactions necessitating the company to keep in abeyance rights to dividend, right

shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act.

23. The Company has not invited / accepted deposits during the period ended 31st March, 2015 from public as envisaged under the provisions of sections 58A and 58AA read with Companies (Acceptance of Deposit) Rules 1975 / the applicable directions issued by the Reserve Bank of India / any other authority in respect of deposits accepted including unsecured loans.

24. The company being a private company, the borrowing made during the period do not attract provision of section 293(1)(d) of the Act.

25. Section 372 A pertaining to the loans, investments guarantees given or securities provided to other bodies corporate are not applicable to the company since it is a Private Limited Company.

26. The Company has not altered the provisions of the Memorandum with respect to situation of the company’s registered office from one state to another during the period under the scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the Objects of the Company during the period under the scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to the name of the Company during the period under the scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the period under the scrutiny.

30. The Company has not altered its Articles of Association during the period under scrutiny.

31. There was no prosecution initiated against or show cause notices received by the Company and as such no fines and/or penalties or any other punishment imposed on the Company during the period under the scrutiny.

32. The Company has not received any amount as security from its employees during the period.

33. The company has not set up any Provident Fund Trust and hence provision of section 418 of the Act is not applicable.

For Nagendra Bhagwat & Associates Company Secretaries

Place: Bangalore Nagendra Bhagwat Date: 21-09-2015 C P No. 10331


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ANNEXURE-A

REGISTERS MAINTAINED BY THE COMPANY

Sl. No. Particulars Relevant Section Under

1. Register of Members U/S 150 2. Minutes Books of Board Meeting U/S 193 3.. Minutes Books of General Meeting U/S 193 4. Books of Accounts U/S 209 5. Register of Contracts, Companies, Firms in which Directors are

interested U/S 301

6. Register of Directors, Managing Directors U/S 303

7. Register of Director’s Shareholdings U/S 307 8. Register of Charges U/S 143 9. Index of members U/S 151




Page 75 of 106

ANNEXURE-B

Returns / Forms / Documents filed with Registrar of Companies, Regional Director, Central Govt. or other authorities during the financial year ended on 31st March 2015 I: REGISTRAR OF COMPANIES Sl. No.

Form No.

Relevant Section

Description of the Document

Date of filing the

forms

Whether filed within prescribed

time Yes/No

If delay in filing,

whether requisite

additional fee paid Yes/No

1. 23AC & 23ACA

220 Form for filing balance sheet and other financials, F.Y.E. 31st December, 2013

04.06.2014 SRN: Q31483514

Yes No

2. 66 383A Form for submission of compliance certificate with the Registrar

04.06.2014 SRN: Q31483019

Yes No

3. 20B 159 Form for filing annual return by a company, AGM dated 06.05.2014

04.07.2014 SRN : Q31844905

Yes No

4. Form DIR-12

Sections 7(1)(c), 168 & 170 (2) Of the Companies Act, 2013

Particulars of appointment or resignation of Directors and the key managerial personnel and the changes among them

11.12.2014 SRN: C36124980

No Yes

5. Form DIR-12

Sections 7(1)(c), 168 & 170 (2) Of the Companies Act, 2013

Particulars of appointment or resignation of Directors and the key managerial personnel and the changes among them

11.12.2014 SRN: C36146157

No Yes

6. MR-1 Pursuant to Section 196 read with Section 197 and Schedule V of the Companies Act, 2013

Return of appointment of key managerial personnel

11.12.2014 SRN : C36147148

Yes No


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7. Form MGT-14

179(3) Of the Companies Act, 2013

Filing of Resolutions and agreements to the Registrar

23.06.2015 SRN : C56566193

No Yes

II - REGIONAL DIRECTOR NIL III - CENTRAL GOVERNMENT AND OTHER AUTHORITIES NIL


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INDEPENDENT AUDITORS’ REPORT

To the Members of MIVIN ENGG. TECHNOLOGIES PRIVATE LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of MIVIN ENGG. TECHNOLOGIESPRIVATE LIMITED (the “Company”), which comprise the Balance Sheet as at March 31, 2015,and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and asummary of significant accounting policies and other explanatory information, which we havesigned under reference to this report.

Management’s Responsibility for the Financial Statements

2. The Company’s Management is responsible for the preparation of these financial statements thatgive a true and fair view of the financial position, financial performance and cash flows of theCompany in accordance with the Accounting Standards referred to in sub-section (3C) of section211 of ‘the Companies Act, 1956’ of India (the “Act”) read with General Circular 08/2014 datedApril 4, 2014, issued by the Ministry of Corporate Affairs. This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentationof the financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing and other applicableauthoritative pronouncements issued by the Institute of Chartered Accountants of India. ThoseStandards require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financial statements are free from materialmisstatement.

4. An audit involves performing procedures to obtain audit evidence, about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditors’judgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorsconsider internal control relevant to the Company’s preparation and fair presentation of thefinancial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’sinternal control. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of the accounting estimates made by Management, as well asevaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.


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INDEPENDENT AUDITORS’ REPORTTo the Members of MIVIN ENG. TECHNOLOGIES PRIVATE LIMITEDReport on the Financial StatementsPage 2 of 3

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us,the accompanying financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) in the case of the Statement of Profit and Loss, of the loss for the fifteen months period endedon that date and

(c) in the case of the Cash Flow Statement, of the cash flows for the fifteen months period endedon that date.

Report on Other Legal and Regulatory Requirements

7. As required by ‘the Companies (Auditor’s Report) Order, 2003’, as amended by ‘the Companies(Auditor’s Report) (Amendment) Order, 2004’, issued by the Central Government of India interms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the “Order”), and onthe basis of such checks of the books and records of the Company as we considered appropriateand according to the information and explanations given to us, we give in the Annexure astatement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledgeand belief, were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company sofar as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by thisReport are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statementdealt with by this report comply with the Accounting Standards referred to in sub-section (3C)of section 211 of the Act read with General Circular 08/2014 dated April 4, 2014, issued by theMinistry of Corporate Affairs;


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INDEPENDENT AUDITORS’ REPORTTo the Members of MIVIN ENG. TECHNOLOGIES PRIVATE LIMITEDReport on the Financial StatementsPage 3 of 3

(e) On the basis of written representations received from the directors as on March 31, 2015,taken on record by the Board of Directors, none of the directors are disqualified as on March31, 2015, from being appointed as a director in terms of clause (g) of sub-section (1) of section274 of the Act.

For Price Waterhouse & Co Chartered Accountants LLPFirm Registration Number: 304026E/E-300009Chartered Accountants

Mohan DasikaBangalore PartnerSeptember 21, 2015 Membership Number 202674


Page 80 of 106

Annexure to Independent Auditors’ ReportReferred to in paragraph 7 of the Independent Auditors’ Report of even date to the members of MIVINENGG. TECHNOLOGIES PRIVATE LIMITED on the financial statements as of and for the periodended March 31, 2015.

i. (a) The Company is maintaining proper records showing full particulars, includingquantitative details and situation, of fixed assets.

(b) The fixed assets of the Company have been physically verified by the Management duringthe year and no material discrepancies have been noticed on such verification. In ouropinion, the frequency of verification is reasonable.

(c) In our opinion, and according to the information and explanations given to us, asubstantial part of fixed assets has not been disposed off by the Company during the year.

ii. (a) The inventory (excluding stocks with third parties) has been physically verified by theManagement during the year. In respect of inventory lying with third parties, these havesubstantially been confirmed by them. In our opinion, the frequency of verification isreasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by theManagement are reasonable and adequate in relation to the size of the Company and thenature of its business.

(c) On the basis of our examination of the inventory records, and subject to Note 38 to thefinancial statements, in our opinion, the Company is not maintaining proper records ofinventory of work-in-progress, which is determined based on physical verification. Thediscrepancies noted on physical verification of inventory of raw material, consumables,tools and spares and finished goods as compared to book records were not material. Inrespect of work-in-progress, in the absence of underlying data for book stock, we areunable to comment on discrepancy, if any.

iii. The Company has not granted/taken any loans, secured or unsecured, to companies, firms orother parties covered in the register maintained under Section 301 of the Act (Section 189 ofthe Companies Act, 2013). Therefore, the provisions of Clause 4(iii) (b),(c) (d), (f) and (g) ofthe Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, except forcertain items of inventory and fixed assets, which are of special / proprietary nature for whichsuitable alternative sources do not exist, there is an adequate internal control systemcommensurate with the size of the Company and the nature of its business for the purchase ofinventory and fixed assets and for the sale of goods and services. Further, on the basis of ourexamination of the books and records of the Company, and according to the information andexplanations given to us, we have neither come across, nor have been informed of, anycontinuing failure to correct major weaknesses in the aforesaid internal control system.

v. According to the information and explanations given to us, there have been no contracts orarrangements that need to be entered in the register maintained under Section 301 of the Act(Section 189 of the Companies Act, 2013). Accordingly, the question of commenting ontransactions made in pursuance on such contracts or arrangements does not arise.


Page 81 of 106

Annexure to Independent Auditors’ ReportReferred to in paragraph 7 of the Independent Auditors’ Report of even date to the members of MIVINENGG. TECHNOLOGIES PRIVATE LIMITED on the financial statements as of and for the periodended March 31, 2015.Page 2 of 4

vi. The Company has not accepted any deposits from the public within the meaning of Sections58A and 58AA of the Act (Section 73 of the Companies Act, 2013) and the rules framed thereunder.

vii. In our opinion, the Company has an internal audit system commensurate with its size and thenature of its business.

viii. We have broadly reviewed the books of account maintained by the Company in respect ofproducts where, pursuant to the rules made by the Central Government of India, themaintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section209 of the Act (sub-section (1) of Section 148 of the Companies Act, 2013), and are of theopinion that, prima facie, the prescribed accounts and records have been made andmaintained. We have not, however, made a detailed examination of the records with a view todetermine whether they are accurate or complete.

ix. (a) According to the information and explanations given to us and the records of the Companyexamined by us, in our opinion, the Company is generally regular in depositing undisputedstatutory dues in respect of employees’ state insurance, service tax, sales tax and income tax,though there has been a slight delay in a few cases, and is regular in depositing undisputedstatutory dues, including provident fund, customs duty, excise duty and other materialstatutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Companyexamined by us, there are no dues of income-tax, wealth-tax, service-tax, customs duty, andexcise duty which have not been deposited on account of any dispute. The particulars of duesof sales tax as at March 31, 2015, which have not been deposited on account of dispute, are asfollows:

Name of the statute Nature of dues Amount(Rs.)

Period to whichthe amountrelates

Forum where the disputeis pending

Central Sales TaxAct, 1956

Sales Tax 175,505 2006-07 Joint Commissioner ofCommercial Taxes,Bangalore

x. The accumulated losses of the Company exceed fifty percent of its net worth as at March 31,2015 and it has not incurred cash losses in the financial year ended on that date but it hasincurred cash loses in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information andexplanation given to us, the Company has not defaulted in repayment of dues to any financialinstitution or bank or debenture holders as at the balance sheet date.


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xii. The Company has not granted any loans and advances on the basis of security by way ofpledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) ofthe Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order arenot applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures andother investments. Accordingly, the provisions of Clause 4(xiv) of the Order are notapplicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the Companyhas not given any guarantee for loans taken by others from banks or financial institutionsduring the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable tothe Company

xvi. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) ofthe Order are not applicable to the Company.

xvii. According to the information and explanations given to us and on an overall examination ofthe balance sheet of the Company, we report that the Company has used funds raised onshort-term basis for long-term investment. The Company has obtained working capital fundsamounting to Rs.111,468,741 on a short-term basis, which has been used for financing non-current assets.

xviii. The Company has not made any preferential allotment of shares to parties and companiescovered in the register maintained under Section 301 of the Act during the year (Section 189of the Companies Act, 2013). Accordingly, the provisions of Clause 4(xviii) of the Order arenot applicable to the Company.

xix. The Company has not issued any debentures during the year and does not have anydebentures outstanding as at the beginning of the year and at the year end. Accordingly, theprovisions of Clause 4(xix) of the Order are not applicable to the Company

xx. The Company has not raised any money by public issues during the year. Accordingly, theprovisions of Clause 4(xx) of the Order are not applicable to the Company.


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xxi. During the course of our examination of the books and records of the Company, carried out inaccordance with the generally accepted auditing practices in India, and according to theinformation and explanations given to us, we have neither come across any instance ofmaterial fraud on or by the Company, noticed or reported during the year, nor have we beeninformed of any such case by the Management.

For Price Waterhouse & Co Chartered Accountants LLPFirm Registration Number: 304026E/E-300009Chartered Accountants

Mohan DasikaBangalore PartnerSeptember 21, 2015 Membership Number 202674


Page 84 of 106


BALANCE SHEET AS AT MARCH 31, 2015

(All amounts in Rupees, unless otherwise stated)

Note As at As at


EQUITY AND LIABILITIES

Shareholders' funds

Share capital 3 41,666,660 41,666,660

Reserves and surplus 4 (20,331,797) 14,344,386

Non-current liabilities

Other long-term liabilities 5 5,959,952 3,311,825

Long-term provisions 6 4,285,742 2,194,537

Current liabilities

Short-term borrowings 7 138,928,926 104,107,411

Trade payables 8 46,535,273 50,434,175

Other current liabilities 9 38,710,614 20,369,973

Short-term provisions 10 4,286,519 1,192,701

Total 260,041,889 237,621,668

ASSETS

Non-current assets

Fixed assets

Tangible assets 11 121,538,528 131,151,996

Capital work-in-progress 38,000 -

Long-term loans and advances 12 21,472,776 11,676,199

Current assets

Inventories 13 69,532,503 41,283,516

Trade receivables 14 36,742,586 52,485,113

Cash and bank balances 15 769,517 33,153

Short-term loans and advances 16 9,947,979 991,691

Total 260,041,889 237,621,668

The notes are an integral part of these financial statements. -

This is the Balance Sheet referred to in

our report of even date.

For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors

Firm Registration Number: 304026E/ E-300009


Mohan Dasika Shyam Prasad B R Hans Bangert

Partner Managing Director Director

Membership No.202674

Place: Bangalore Place: Bangalore

Date: September 21, 2015 Date: September 21, 2015


Page 85 of 106


STATEMENT OF PROFIT AND LOSS


Fifteen months

period ended

Year

ended

Note March 31, 2015 December 31, 2013

Revenue from operations 19 707,238,858 475,173,609

Less: Excise duty 75,336,086 59,163,795

Revenue from operations 631,902,772 416,009,814

Other income 20 2,196,698 1,175,071

Total Revenue 634,099,470 417,184,885

Expenses:

Cost of materials consumed 21 401,436,543 239,600,117

Purchase of stock- in- trade 3,170,000 196,195

Changes in inventories of work-in-progress 22 (21,108,594) 7,976,985

Employee benefits expense 23 92,488,853 59,032,269

Finance costs 24 16,511,508 14,563,238

Depreciation expense 11 46,106,837 38,363,006

Other expenses 25 130,170,506 111,999,279

Total Expenses 668,775,653 471,731,089

Loss before tax (34,676,183) (54,546,204)

Tax expense:

Current tax 32 - -

Deferred tax 32 - -

Loss for the year (34,676,183) (54,546,204)

Earnings/ (Loss) per equity share 30

Basic and Diluted Earnings /(Loss) per share (in Rs.) (8.32) (13.92)

The notes are an integral part of these financial statements.

This is the Statement of Profit and Loss referred to in

our report of even date.










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CASH FLOW STATEMENT

(All amounts in Rupee, unless otherwise stated)

Fifteen months

period ended

Year

ended

March 31,2015 December 31,2013

I CASH FLOW FROM OPERATING ACTIVITIES

Loss before tax (34,676,183) (54,546,204)

Adjustments for:

Depreciation expense 46,106,837 38,363,006

Interest income (127,421) (225,740)

Finance cost 16,511,508 14,563,238

Profit on sale of fixed assets (net) (96,680) (550,589)

(1,118,057) (294,667)

Unrealised foreign exchange (gain)/ loss (280,513) 8,182

Operating profit before working capital changes 26,319,491 (2,682,774)

Changes in working capital:

Increase in inventories (28,248,987) (490,987)

(Increase)/ decrease in loans and advances (11,043,478) 6,277,786

(Increase)/ decrease in trade receivables 15,742,527 (50,456,186)

Increase in other liabilities and provisions 50,092 35,571,203

Adjustment for unrealised foreign exchange (loss)/ gain 280,513 (8,182)

Cash generated from operations 3,100,158 (11,789,140)

Tax refund (including tax deducted at source) 41,973 27,944

Net cash from /(used in) operating activities [A] 3,142,131 (11,761,196)

II CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of fixed assets (22,134,616) (9,176,026)

Proceeds from sale of fixed assets 328,920 861,297

Interest received 127,421 225,740

Net cash used in investing activities [B] (21,678,275) (8,088,989)

Total - carried forward (18,536,144) (19,850,185)

Liabilities/ provision written back to the extent no longer required


Page 87 of 106


CASH FLOW STATEMENT

(All amounts in Rupee, unless otherwise stated)

Fifteen months

period ended

Year

ended

March 31,2015 December 31,2013

Total - brought forward (18,536,144) (19,850,185)

III CASH FLOW FROM FINANCING ACTIVITIES

Repayment of intercorporate loan - (70,000,000)

Proceeds from/ (repayment of) working capital loan 34,821,516 (95,525,760)

Proceeds from issue of share capital (including share premium) - 199,999,950

Finance cost paid (15,549,008) (14,896,526)

Net cash generated from financing activities [C] 19,272,508 19,577,664

Net Increase/ (decrease) in cash and cash equivalents [A+B+C] 736,364 (272,521)

Cash and cash equivalents at beginning of the year 33,153 305,674

Cash and cash equivalents at end of the year (refer Note 15) 769,517 33,153

This is the Cash Flow Statement referred

to in our report of even date










Page 88 of 106


Notes to the financial statements


1. General Information

MIVIN ENGG. TECHNOLOGIES PRIVATE LIMITED, (the 'Company') is a 99.99% subsidiary of Bosch Rexroth (India) Limited, incorporated

in 2002 under the provisions of the Companies Act, 1956. The Company has a manufacturing unit in Hejjala Village, Ramanagar and

is primarily engaged in the business of manufacturing Hydraulic Gear Pumps.

2. Summary of significant accounting policies

(i) Basis of preparation

(ii) Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that

affect

the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of financial statements

and

the reported amounts of revenues and expenses during the period reported. Actual results could differ from those estimates; a

(iii) Tangible assets

a) Fixed assets are stated at their original cost net of accumulated depreciation and accumulated impairment loses, if any.

Subsequent expenditure related to an item of fixed assets are added to its book value only if they increase the future benefits from

the existing assets beyond its previously assessed standard of performance.

Loss arising from the retirement of, and gains or loses arising from disposal of fixed assets wich are carried at cost are recognised in

the Statement of Profit and Loss.

Nature of assets Rates (%)

Plant and Machinery 21.72

Electrical Installation 100.00

Computers 16.21

Furniture & fixture 6.33

Office equipment 4.75

Motor vehicles 9.50

Assets individually costing upto Rs 5,000 are fully depreciated in the year of purchase.

(iv) Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating

leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line basis over the

period of lease.

Leasehold improvements are amortised over the period of lease.

These financial statements have been prepared in accordance with the generally accepted accounting principles in India ("GAAP")

under the historical cost convention on accrual basis. These financial statements have been prepared to comply in all material

aspects with the accounting standards notified under Section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended]

and the other relevant provisions of the Companies Act, 1956.

All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and other criteria set

out in the Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisitions of assets

for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for

the purpose of current - non current classification of assets and liabilities.

b) Depreciation is provided from the month of capitalisation on a straight-line method (SLM) over the estimated useful lives

determined by the management which are in certain cases higher than the rates prescribed in Schedule XIV of the Companies Act,

1956 and are as follows:


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(v) Revenue recognition

Sales are recognised when the substantial risks and rewards of ownership in the goods are transferred to the buyer as per the terms

of the contract and are recognised net of trade discounts, rebates, sales taxes and excise duties.

(vi) Inventories

(vii) Foreign currency transactions

Initial recognition

On initial recognition, all foreign currency transactions are recorded by applying to the foreing curreny amount the exchange rate

between the reporting currency and the foreign currency at the date of the transition.

Subsequent recognition

As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign currency are

reported using the exchange rate at the date of the transaction.

All monetary assets and liabilities denominated in foreign currency are restated at the rates prevailing at the year end and all

exchange gains/loses arising there from are recognised in the Statement of Profit and Loss.

(c) Defined benefit plan

Gratuity: The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in

accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at

retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s last drawn

salary and the tenure of employment. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at

the end of each year. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the year in which they arise.

Inventories are valued at lower of cost and net realisable value. Cost is ascertained on FIFO basis. In case of work-in-progress and

finished goods, appropriate overheads are included. Obsolete/ slow moving inventories are adequately provided for.

(viii) Employee benefits

a) Short-term employee benefits

All employee benefits falling due wholly within twelve months of rendering the service are classified as short term employee

benefits, which include benefits like salaries, short-term compensated absences, performance incentives, etc. and are recognised

as expense in the period in which the employee renders the related service.

b) Defined contribution plans

The Company's contribution towards defined contribution plans (where Company pays pre-defined amounts and does not have any

legal or informal obligation to pay additional sums) for post employment benefits, namely, Provident Fund, Employee Pension

Scheme, etc. are charged to the Statement of Profit and Loss every year as expense during the period in which the employees

perform the service.


Page 90 of 106




(d) Other long-term employee benefits:

Other long term employee benefits that are not expected to occur within twelve months after the end of the period in which the

employee renders related services are recognised as a liability at the present value of the defined benefit obligation based on

actuarial valuation (under projected unit credit method) carried out at the balance sheet date.

(e) Actuarial gains and losses comprise experience adjustments and the effect of changes in the actuarial assumptions, and are

recognised immediately in the Statement of Profit and Loss as income or expense.

(ix) Taxes on income

(x) Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the

weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s

earnings per share is the net profit for the period. The weighted average number of equity shares outstanding during the period and

for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that

have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating

diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average

number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

Tax expense for the year, comprising current tax and deferred tax, are included in the determination of the net profit or loss for

the year. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with Income Tax Act,

1961.

Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets.

Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future

taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are

measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. At each

Balance Sheet date, the company reassesses unrecognised deferred tax assets, if any.

Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the

Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the

carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that

the Company will pay normal income tax during the specified period.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts

and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are

offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred

tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.


Page 91 of 106




(xi) Provisions and contingent liabilities

Provisions

Contingent Liabilities

(xii) Impairment of assets

(xiii) Cash and cash equivalents

(xiv) Borrowing costs

(xv) Other income

(xiv) Segment reporting

The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted for the Company.

Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the

segment. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments on a reasonable basis,

have been included under “Unallocated corporate expenses/ income”.

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which

are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of

those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are

recognised in Statement of Profit and Loss in the period in which they are incurred.

Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be

confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the

Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be

required to settle or a reliable estimate of the amount cannot be made, is termed as a contingent liability.

At the Balance Sheet date, the Company assesses whether there is any indication that an asset may be impaired. If any such

indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset is less than

the carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and

is recognised in the Statement of Profit and Loss. Recoverable amount is higher of an asset's net selling price and its value in use.

Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its

disposal at the end of its useful life.

In the cash flow statement, cash and cash equivalents includes cash in hand, demand deposits with banks, other short-term highly

liquid investments with original maturities of three months or less.

Provisions are recognised when the Company has a present obligation as a result of past events, for which it is probable that an

outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of

the obligation.


Page 92 of 106





3. Share capital

Authorised:

4,950,000 (2013: 4,950,000) Equity shares of Rs.10 each 49,500,000 49,500,000

Issued, subscribed and fully paid-up:

4,166,666 (2013: 4,166,666) Equity shares of Rs.10 each 41,666,660 41,666,660

41,666,660 41,666,660

(a) Reconciliation of number of shares

Balance at beginning of the year 4,166,666 1,500,000

Add: Issued during the year - 2,666,666

Balance at the end of the year 4,166,666 4,166,666

(b) Rights, preferences and restrictions attached to shares :

(c) Shares held by holding company and subsidiary of holding company:

4,166,666 4,166,666

Shares held by Bosch Rexroth (India) Limited 4,166,665 4,166,665

Percentage of holding 99.99% 99.99%

(e) Shares reserved for issue under options:

There are no shares reserved for issue under options.

(g) Shares allotted as fully paid-up pursuant to contract(s) without payment being received in cash

(during 5 years immediately preceding March 31, 2015):

There are no shares allotted as fully paid-up pursuant to contract(s) without payment being received in

cash during 5 years immediately preceding March 31, 2015.

(h) Terms of securities convertible into equity shares:

There are no securities convertible in to equity shares as on March 31, 2015.

Bosch Rexroth (India) Limited and its nominees

There are no shares allotted as fully paid-up by way of bonus shares during 5 years immediately preceding March 31, 2015.

The Company has one class of equity shares having a par value of Rs.10 per

share. Each shareholder is eligible for one vote. The dividend proposed by the

Board of Directors is subject to the approval of the shareholders at the Annual

General Meeting. In the event of liquidation, the equity shareholders are eligible

to receive the remaining assets of the Company in proportion to their

shareholding.

(d) Details of shares held by shareholders holding more than

5% of the aggregate shares:

(f) Shares allotted as fully paid-up by way of bonus shares

(during 5 years immediately preceding March 31, 2015):

As at


Page 93 of 106





As at

4. Reserves and surplus

Surplus in Statement of Profit and Loss

Balance as at the beginning of the period (158,988,904) (104,442,700)

Add: Loss for the period (34,676,183) (54,546,204)

Balance as at the end of the period (193,665,087) (158,988,904)

Securities Premium Account

Balance as at the beginning of the period 173,333,290 -

Add/ less: Movement during the period - 173,333,290

Balance as at the end of the period 173,333,290 173,333,290

(20,331,797) 14,344,386

5. Other long-term liabilities

Deferred lease payments 5,959,952 3,311,825

5,959,952 3,311,825

6. Long - term provisions

Provision for employee benefits:

Compensated absences 3,635,488 1,168,318

Provision for warranty (Note 33) 650,254 1,026,219

4,285,742 2,194,537

7. Short-term borrowings

Unsecured loan:

Working capital loan - from Bank [refer (a) below] 38,928,926 4,107,411

Inter corporate loan [refer (b) below] 100,000,000 100,000,000

138,928,926 104,107,411

(a) The loan guaranteed by Bosh Rexroth India Limited,

the Immediate holding company.

(b) The loan is taken from Bosch Limited and carries interest at

10.5% p.a. and is repayable on demand. The loan is guaranteed

by Robert Bosch GmbH, Germany, the Ultimate holding company.

8. Trade payables

Due to Micro, Small and Medium Enterprises (Note 29) 12,324,344 16,019,563

Others (refer Note 34 for dues to related parties) 34,210,929 34,414,612

46,535,273 50,434,175


Page 94 of 106





As at

9. Other current liabilities

Advances from customers 128,315 21,287

Employee benefits payable 6,508,894 6,884,078

1,211,265 3,045,338

Creditors for capital goods 22,690,345 309,991

Other payable (refer Note 34 for dues to related parties) 8,171,795 10,109,279

38,710,614 20,369,973

10. Short-term provisions

Provision for employee benefits:

Compensated absences 212,692 142,437

Gratuity (Note 35) 2,796,705 615,693

Provision for warranty (Note 33) 1,277,122 434,571

4,286,519 1,192,701

12. Long-term loans and advances

Unsecured, considered good

Loan to employees (refer Note 34 for

dues from related parties) 1,080,000 -

Security deposits 12,227,465 11,220,275

382,815 424,788

Capital advances 7,782,496 31,136

21,472,776 11,676,199

13. Inventories

Raw materials and components [Refer (a) below] 18,961,165 12,879,024

Work-in-progress 38,092,653 17,651,564

Finished Goods 667,505 -

Consumables, tools and spares 11,811,180 10,752,928

69,532,503 41,283,516

(a) Provision towards obsolescence, non/ slow moving

items aggregating to Rs.437,285 (2013: Rs.288,508)

Statutory dues (including Provident Fund and Tax Deducted at Source)

Advance Tax [Net of Provision for income tax: Rs.Nil (2013: Rs.Nil)]


Page 95 of 106





As at

14. Trade receivables

Unsecured, considered good:

- 1,233

Others (refer Note 34 for dues from related parties) 36,742,586 52,483,880

Unsecured, considered doubtful:

333,723 435,083

Less: Provision for doubtful debts (333,723) (435,083)

36,742,586 52,485,113

15. Cash and bank balances

Cash and cash equivalents:

Cash on hand 24,538 5,844

Bank balances:

In current accounts 744,979 27,309

769,517 33,153

16. Short-term loans and advances

Unsecured, considered good

Loan to employees (refer Note 34 for

dues from related parties) 180,000 -

Other loans and advances

Prepaid expenses 822,242 55,089

Balance with government authorities 4,649,772 -

Advances to suppliers 2,105,507 -

Others 2,190,458 936,602

9,947,979 991,691

17. Capital and other commitments

Estimated amount of contracts remaining to be executed

on capital account (net of advances) and not provided for 16,677,504 24,362

18. Contingent liabilities

Sales tax matters 234,065 333,658

Outstanding for a period exceeding 6 months from the date they are due

for payment

Outstanding for a period exceeding 6 months from the date they are due

for payment (refer Note 34 for dues from related parties)


Page 96 of 106




11. FIXED ASSETS:

January 1, 2014 Additions Disposals/

Adjustments

March 31, 2015 January 1,

2014

Additions Disposals/

Adjustments

March 31, 2015 March 31, 2015 January 1,

2014

Plant and Machinery 242,157,646 33,495,085 5,016,285 270,636,446 170,546,736 35,269,726 5,016,285 200,800,177 69,836,269 71,610,910

Electrical Installations 2,392,388 724,979 - 3,117,367 2,392,388 724,979 - 3,117,367 - -

Computers 9,619,169 2,053,990 31,000 11,642,159 4,868,596 1,670,548 31,000 6,508,144 5,134,015 4,750,573

Furniture and Fixtures 2,945,741 35,266 - 2,981,007 928,295 231,591 - 1,159,886 1,821,121 2,017,446

Office Equipment 3,959,745 276,127 49,900 4,185,972 427,519 236,182 1,675 662,026 3,523,946 3,532,226

Motor Vehicles 1,035,752 117,694 - 1,153,446 137,476 125,021 - 262,497 890,949 898,276

Leasehold Improvements 56,585,277 22,465 184,015 56,423,727 8,242,709 7,848,790 - 16,091,499 40,332,228 48,342,568

Total 318,695,718 36,725,606 5,281,200 350,140,124 187,543,719 46,106,837 5,048,960 228,601,596 121,538,528 131,151,999

December 31, 2013 320,192,165 7,381,531 8,877,978 318,695,718 157,747,983 38,363,006 8,567,270 187,543,719 131,151,999 162,444,182

Description Gross Block Accumulated Depreciation Net Block


Page 97 of 106




Fifteen months

period ended

Year

ended


19. Revenue from operations

Sale of products:

Domestic 675,093,880 469,651,661

Export 23,664,422 2,121,240

Traded goods (components) 3,244,593 196,195

Service income - 200,000

Other operating revenue:

Sale of scrap 5,235,963 3,004,513

707,238,858 475,173,609

Less: Excise duty 75,336,086 59,163,795

631,902,772 416,009,814

20. Other income

Interest income 127,421 225,740

1,118,057 294,667

Profit on sale of fixed assets (net) 96,680 550,589

Miscellaneous income 854,540 104,075

2,196,698 1,175,071

21. Cost of materials consumed

Raw materials and components consumed:

Opening inventory 12,879,024 7,048,236

Add: Purchases 389,284,230 234,438,475

18,961,165 12,879,024

383,202,089 228,607,687

Consumables, tools and spares consumed:

Opening inventory 10,752,928 8,115,744

Add: Purchases 19,292,706 13,629,614

11,811,180 10,752,928

18,234,454 10,992,430

401,436,543 239,600,117

Finished goods (Hydraulic gear pumps and related

components):

Less: Inventory at the end of the year

Less: Inventory at the end of the year

Liabilities/ provision written back to the extent no longer


Page 98 of 106




Fifteen months

period ended

Year

ended


(a) Details of Raw Materials and Components consumed:

Aluminium Profiles 111,982,981 60,041,117

Castings 101,916,653 70,983,960

Forgings 52,833,507 38,385,950

Aluminium Castings 61,700,567 26,336,892

Components 52,771,118 32,778,009

Others 1,997,263 81,759

383,202,089 228,607,687

(b) Value of imported and indigenous materials consumed:

Raw Materials and Components:

Imported 5.27% 20,195,969 0.44% 1,003,443

Indigenous 94.73% 363,006,120 99.56% 227,604,244

100.00% 383,202,089 100.00% 228,607,687

Consumables, Tools and Spares:

Imported 13.54% 2,468,038 22.43% 2,465,682

Indigenous 86.46% 15,766,416 77.57% 8,526,748

100.00% 18,234,454 100.00% 10,992,430

22. Changes in inventory of work-in-progress

(Increase)/ decrease in stocks

Stock at the end of the year:

Work-in-progress 38,092,653 17,651,564

Finished goods 667,505 -

Less: Stock at the beginning of the year:

Work-in-progress 17,651,564 25,628,549

Finished goods - -

(21,108,594) 7,976,985

(21,108,594) 7,976,985

23. Employee benefits expense

Salaries, wages and bonus 73,205,514 45,134,028

Contributions to provident and other funds (refer Note 35) 3,700,570 2,434,911

Gratuity (refer Note 35) 1,975,370 529,983

Staff welfare expenses 13,607,399 10,933,347

92,488,853 59,032,269


Page 99 of 106




Fifteen months

period ended

Year

ended


24. Finance costs

Interest on borrowings 15,549,008 13,409,488

Commission on guarantee on borrowings [refer Note 7(b)] 962,500 1,153,750

16,511,508 14,563,238

25. Other expenses

Rent 20,650,432 16,366,389

Rates and taxes 1,276,013 1,250,368

Power and fuel 14,624,050 10,150,725

Repairs and maintenance:

Machinery 1,675,668 1,543,020

Other 14,889,631 9,603,038

Payment to auditors:

As Auditor:

Audit fee 1,821,900 908,200

Job work charges ##### 0.00 35,402,327 39,158,247

Packing, freight and forwarding 7,308,325 5,446,339

Insurance 1,000,768 707,938

Communication expenses 1,131,690 1,294,272

Printing and stationery 555,953 425,069

466,586 1,291,749

Travelling expenses 5,395,323 2,313,970

Professional fees 11,929,382 14,720,622

Outsourcing expenses 8,434,103 5,179,208

Trademark 536,614 -

Royalty 536,614 -

Bank charges 72,171 10,735

Foreign exchange loss (net) (101,862) 116,131

Miscellaneous expenses 2,564,818 1,513,259

130,170,506 111,999,279

Warranty [net of reversal of Rs.1,136,052(2013: Rs.Nil) and

refer Note 33]


Page 100 of 106



(All amounts in Rupees unless otherwise stated)

Fifteen months

period ended


26 CIF Value of Imports

Raw Materials and Components 20,195,969 1,003,443

Components, Consumable, Tools 2,468,038 2,465,682

22,664,007 3,469,125

27 A. Expenditure in Foreign Currency

Travelling expenses 3,052,689 428,254

Commission on guarantee 962,500 1,153,750

4,015,189 1,582,004

B. Earnings in Foreign Currency

FOB value of exports 23,664,422 2,321,240

23,664,422 2,321,240

28 Leases

(a) Operating leases

With respect to all operating leases:

18,002,305 13,557,616

Not later than one year 16,872,685 16,422,685

Later than one year and not later than five years 68,090,739 65,690,739

Later than five years 27,711,863 47,215,219

With respect to non-cancellable operating leases, the future minimum lease payments are as follows:

Year

ended

Lease rent payments during the year

The Company has significant operating leases for factory and office premises. These lease

arrangements range for a period between 11 months and 9 years. Most of the leases are renewable for

further period on mutually agreeable terms and also include escalation clauses.


Page 101 of 106





29 Dues to micro and small enterprises

(a)

8,737,486 14,019,621

(b)

3,586,858 1,999,942

(c)

200,872,115 92,905,804

(d)

- -

(e)

- -

(f)

1,352,234 687,305

(g) 1,985,499 1,217,387

30 Earnings / (Loss) per share

Loss for the year (34,676,183) (54,546,204)

Weighted average number of equity shares outstanding 4,166,666 3,918,264

Loss per share - Basic and Diluted (Rs.) (8.32) (13.92)

Nominal value of equity share (Rs.) 10 10

31 Segment reporting

32 Taxes on Income

33 Provisions


Movement in provision for warranty is as under:

Opening Provision:

Long-term (Note 6) 1,026,219 957,977

Short-term (Note 10) 434,571 910,107

1,460,790 1,868,084

Add: Additional provision made during the year (refer Note 25) 1,602,638 1,291,749

(Less): Utilisation/ excess provision written back during the year (refer Note 25) (1,136,052) (1,699,043)

Closing provision 1,927,376 1,460,790

Closing provision disclosed as under:

Long-term (Note 6) 650,254 1,026,219

Short-term (Note 10) 1,277,122 434,571

1,927,376 1,460,790

The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises

Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act are as follows:

The above information has been determined to the extent such parties have been identified by the

Company, which has been relied upon by the auditors.

In view of the carryforward losses and unabsorbed depreciation, the Company does not have to pay income taxes and has also not recognized deferred

taxes as there is no virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such

deferred tax assets can be realised.

Product warranty against manufacturing and other defects are provided for based on estimates made by the Company regarding possible future

outflow and which are generally expected to be settled within a period up to 18 - 24 months.

Secondary segmental reporting is on the basis of the geographical location of the customers. The Company’s operations outside India do not qualify for

the required threshold for disclosure in accordance with Accounting Standard 17 on Segment Reporting.

As at

The Company’s operations are primarily in production and sale of Hydraulic gear and related components and spares. As the basic nature of these

activities are governed by the same set of risk and returns, these have been grouped as a single business segment and accordingly, primary reporting

disclosures for business segment, as envisaged in Accounting Standard (AS) 17 on Segment Reporting notified under Companies (Accounting Standards)

Rules, 2006, are not applicable to the Company.

Interest due to suppliers registered under the MSMED Act and remaining unpaid as at year end

Principal amount due to suppliers registered under the MSMED Act and remaining unpaid as at year end

Further interest remaining due and payable for earlier years

Interest due and payable towards suppliers registered under MSMED Act, for payments already made

Principal amounts paid to suppliers registered under the MSMED Act, beyond the appointed day during

the year

Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under the MSMED Act,

beyond the appointed day during the year

Interest paid, under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the

appointed day during the year

As at


Page 102 of 106





A) Description of relationship Names of related parties

a) Parties where control exists:

Immediate holding company Bosch Rexroth (India) Limited

Ultimate holding company Robert Bosch GmbH, Germany

Intermediate holding company Bosch Rexroth AG, Germany

b) Parties under common control

with whom transactions have

taken place during the year:

Fellow Subsidiaries Robert Bosch Engineering and Business Solutions Limited, India (RBEBSL)

Bosch Limited, India

Bosch Rexroth Ltda, Brazil

Bosch Rexroth Corporation, USA

Robert Bosch Licensing Administration C.V.(RBLN)

c) Key Management Personnel:

Managing Director Shyam Prasad B R (from October 31, 2014)

R S Vasan (till October 31, 2014)

Fifteen months

period ended


B) Summary of transactions and balances outstanding at year end are as follows:

Nature of transactions Entity/ Person

Purchase of goods/stores/spares:

Bosch Rexroth AG, Germany 3,287,593 629,137

Bosch Rexroth Ltda, Brazil 6,323,406 -

Bosch Rexroth (India) Limited 782,328 44,483

Sale of products - finished goods Bosch Rexroth (India) Limited 602,638,645 418,188,171

Bosch Rexroth Ltda, Brazil 1,447,885 1,429,454

Bosch Rexroth Corporation, USA 18,398,050 -

Bosch Rexroth AG, Germany 4,898,197 691,786

Service income Bosch Rexroth AG, Germany - 200,000

Free of cost sales Bosch Rexroth AG, Germany 159,268 142,942

Bosch Rexroth Ltda, Brazil 11,141 668

Bosch Rexroth (India) Limited 3,692 331

Professional fees [refer (b) below] Bosch Limited8,260,207 9,004,131

Purchase of fixed assets Bosch Limited 21,227,613 -

Reimbursement of expenses by the

Company Bosch Limited 1,661,758 691,960

Bosch Rexroth (India) Limited 658,483 17,537

Bosch Rexroth AG 750,072 -

Commission on guarantee on

borrowings Robert Bosch GmbH, Germany962,500 1,153,750

Legal and professional RBEBSL 1,043,835 614,609

Interest on borrowings Bosch Limited 13,508,494 11,503,289

Inter corporate loan repayment Bosch Limited - 70,000,000

Managerial Remuneration Shyam Prasad B R 1,661,972 -

Loan to Key Managerial Person Shyam Prasad B R 1,240,000 -

Royalty Bosch Rexroth AG 536,614 -

Trademark Robert Bosch Licensing Administration C.V.(RBLN) 536,614 -

Year

ended


Page 103 of 106




34 Related party disclosures: - Contd.


C) Summary of balances outstanding at year end are as follows: - Contd.

- Balances outstanding at the year-end:

Balances outstanding Entity/ person

Inter-corporate loan payable Bosch Limited 100,000,000 100,000,000

Trade receivables Bosch Limited [refer '(d) below] 333,723 333,723

Bosch Rexroth (India) Limited 23,988,333 50,227,433

Bosch Rexroth AG, Germany 767,025 769,726

Bosch Rexroth Ltda, Brazil 156,085 1,259,462

Bosch Rexroth Corporation, USA 11,831,143 -

Loan to Key Managerial Person Shyam Prasad B R 1,190,000 -

Trade payables Bosch Rexroth AG, Germany 181,273 64,129

Bosch Limited 6,289,942 -

Robert Bosch Engineering and Business Solutions Pvt Ltd 119,250 35,393

Robert Bosch Licensing Administration C.V.(RBLN) 132,587 -

Robert Bosch GmbH, Germany 1,838,144 1,153,750

Bosch Rexroth (India) Limited 145,994 -

Bosch Rexroth Ltda, Brazil 3,887,575 -

Other payables Bosch Limited 21,227,613 2,604,677

Robert Bosch Engineering and Business Solutions Pvt Ltd 166,057 -

Bosch Rexroth AG, Germany 536,614 -

Robert Bosch Licensing Administration C.V.(RBLN) 389,295 -

Inter corporate guarantee received:

Robert Bosch GmbH, Germany 100,000,000 150,000,000

Bosch Rexroth (India) Limited 120,000,000 120,000,000

d) Considered doubtful and fully provided for. Rs. 333723 receivable from Bosch Limited

35 Employee benefits

i) Post Retirement Benefit- Defined contribution plans

ii) Post Retirement Benefit- Defined benefit plan

c) Remuneration paid to Mr. Shyam Prasad B R, Managing Director, is in accordance with Section 197 of Companies Act, 2013.

The remuneration has been approved by the Board of Directors on October 31, 2014. The Company has also taken approval for managerial

remuneration which exceeded the limit specified in Schedule V of Companies Act, 2013, and is within permissible limit under section 197 of the

Companies Act, 2013, in the Extra Ordinary General Meeting on December 2, 2014.

a) The information disclosed is based on the names of the parties as identified by the management, which has been relied upon by the auditors.

Disclosures of employee benefits envisaged in AS 15, notified under Companies (Accounting Standards) Rules, 2006 are given below:

The Company has recognised an amount of Rs.3,700,570 (2013: Rs.2,434,911) as expenses under the defined contribution plans in the Statement of

Profit and Loss for the year ended March 31, 2015 in respect of contribution to Provident Fund.

The Company makes annual contribution to the Gratuity Fund Trust which is maintained by LIC of India, a defined benefit plan for qualifying

employees. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the

Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest

after five years of continuous service.

b) The Company has entered into a Service Agreement with Bosch Limited, for deputation of certain employees, of which Mr. R.S.Vasan, was

appointed as Managing Director in the Company (till October 31, 2014). Professional fees includes an amount of Rs.5,613,943 (2013: Rs.5,919,234) on

account of remuneration charged by Bosch Limited in respect of salary paid to Mr. R S Vasan during the year. The Company, supported by an opinion

from its legal counsel, is of the view that such payments made to Mr. R S Vasan do not fall under the purview of managerial remuneration.


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35. Employee Benefits - Contd:

Fifteen months

period ended

Year

ended


a.

Balance at the beginning of the year 4,821,864 4,021,077

Current service cost 965,560 706,723

Interest cost 548,924 331,739

Benefits paid during the year (103,408) -

Actuarial gains/ (losses) 1,884,540 (237,675)


b. Fair Value of Plan Assets

Balance at the beginning of the year 4,206,171 2,844,591

Expected return on plan assets 437,439 305,098

Actuarial gains/ (losses) 80,573 (34,294)

Contributions 700,000 1,090,776

Benefits paid during the year (103,408) -


c. Assets and Liabilities recognised in the Balance Sheet

Present Value of Defined Benefit obligation 8,117,480 4,821,864

Less: Fair Value of Plan Assets 5,320,775 4,206,171

Amounts recognised as liability 2,796,705 615,693

Recognised under:

Long-term provision (refer Note 6) - -

Short-term provision (refer Note 10) 2,796,705 615,693

2,796,705 615,693

d. Expense recognised in the Statement of Profit and Loss

Current service cost 965,560 706,723

Interest cost 548,924 331,739

Expected return on plan assets (437,439) (305,098)

Actuarial gains/ (losses) 1,803,967 (203,381)

2,881,012 529,983

e. Investment details

Insurer managed funds 100% 100%

f.

g. Actuarial assumptions

Discount rate 7.90% 9.30%

Expected rate of return on assets 9.00% 9.00%

Salary escalation rate 8.00% 8.00%

Attrition rate 5% at younger ages

reducing to 1% at

older ages

5% at younger ages

reducing to 1% at older

ages

The estimates of future increase in compensation levels, considered in the actuarial

valuation have taken on account of inflation, seniority, promotion and other relevant

factors such as supply and demand in the employment market.

The expected rate of return on assets is determined based on the assessment made at the beginning of

the year on the return expected on its existing portfolio, along with the estimated increment to the

plan assets and expected yield on the respective assets in the portfolio during the year.

The discount rate is based on the prevailing market yields of Indian government securities as at the

Balance Sheet date for the estimated term of the obligation

Out of Rs. 2,881,012, Rs. 905,642 is receivable from Bosch Limited on account of transfer of Mr. Shyam

Prasad B R to the Company for the services rendered till October 31, 2014 and hence disclosed net of

this amount in Note 23.

Present Value of Defined Benefit Obligation


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35. Employee Benefits - Contd:

h. Amounts recognised in current year and previous four years are as follows:

March December December December December

31, 2015 31, 2013 31, 2012 31, 2011 31, 2010

Defined Benefit Obligation 8,117,480 4,821,684 4,021,077 2,486,197 1,774,259

Plan asset 5,320,775 4,206,171 2,844,591 2,039,637 2,003,621

Surplus/ (Deficit) (2,796,705) (615,513) (1,176,486) (446,560) 229,362

Experience adjustments in plan

liabilities 466,411 515,304 654,949 93,190

50,550

Experience adjustments in plan

assets

(80,573) (34,294) (13,750) (1,485) 406

i. Expected contribution to the Funds in the next year Rs.2,800,000 (2013: Rs.615,513).

36 Derivative instruments and unhedged foreign currency exposure

Particulars Foreign

currency

Equivalent Rs. Foreign currency Equivalent Rs.

Trade payables EUR 43,310 3,049,767 751 64,129

USD 60,977 3,887,575 - -

Other payables EUR 26,416 1,838,144 13,678 1,153,750

Trade receivables EUR 11,599 767,025 9,108 769,661

USD 195,838 11,987,228 20,648 1,259,462

37

38

39

40




Mohan Dasika Hans Bangert

Partner Director


Place: Bangalore

Date: September 21, 2015

The Previous year's figures have been regrouped to confirm to current year's classification.

December 31, 2013March 31, 2015

The Company’s inventory accounting software system has certain inherent limitations, which the management is in the process of addressing:

(a) The inventory system is not configured to provide a valuation report as of any given date in accordance with the accounting policy followed by the

Company for valuation of its inventory.

(b) The records of inventory on shop floor mainly comprising work-in-progress are not being recorded in the system and the quantitative details of

same is determined by the management based on monthly and annual physical verification.

Shyam Prasad B R

Managing Director

As at

Change in the financial year

The Company has changed its accounting year to commence from 1st April of every year and to end on 31st March of following year to comply with the

requirement of the Companies Act, 2013. Consequently, the current accounting period is for the fifteen months from January 1, 2014 to March 31,

2015. Hence, the current period’s figures are not comparable to those of the previous period.

As of the Balance Sheet date, the foreign currency exposure arising out of operations in India and not hedged by a derivative instrument are as follows:

The Company has incurred a net loss of Rs.34,676,183 (2013: Rs.54,546,204) during the current financial year. The Company is dependent upon the

support from its immediate holding company and has obtained a letter of support to ensure the Company is able to meet its third party obligations as

they fall due and continue in operational existence for the foreseeable future period of one year from the date of the financial statements.

Accordingly, the financial statements have been prepared under the going concern assumption.


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