Corporate Information

Board of Directors Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP
Mr. Siddharth Shriram Building No. 8, 7th & 8th Floor, Tower-B,
Chairman DLF Cyber City, Gurugram-122 002

Mr. Manoj Arora Registered Office

Director
409, Tower B,
Ms. Alka Marezban Bharucha DLF Commercial Complex,
Director Jasola, New Delhi - 110 025

Mr. Yoshifumi Iida Head Office & Works

President, CEO & MD Plot No.5, Sector-41 (Kasna),
Greater Noida Industrial Development Area,
Mr. Hiroyoshi Sugimizu Distt. Gautam Budh Nagar, UP- 201 310
Whole Time Director

Mr. Vinay Mittal

Whole Time Director & CFO

Company Secretary

Ms. Sunita Ganjoo

Page No. CONTENTS

2-14 NOTICE

15-42 BOARD’S REPORT

43-47 AUDITORS’ REPORT TO THE MEMBERS

48-82 Financial Statements

83-84 Proxy/ecs mandate form

1
 NOTICE
Notice is hereby given that the 34 Annual General Meeting of the
th
Directors of the Company, the Board of Directors of the Company
Members of the Company will be held on August 07, 2019 (Wednesday) be and is hereby authorized to re-appoint Ms. Alka Marezban
at Kamani Auditorium, 1, Copernicus Marg, New Delhi – 110 001 at Bharucha (DIN 00114067), Independent Non-Executive Director
11:00 a.m. to transact the following businesses: of the Company who has submitted a declaration that she meets
the criteria of independence as provided in Section 149(6) of
ORDINARY BUSINESS
the Act and Regulation 16 of the SEBI (Listing Obligations and
1. To receive, consider and adopt the Financial Statements of the Disclosure Requirements) Regulations, 2015, as amended from
Company for the year ended March 31, 2019, together with the time to time and who is eligible for re-appointment, for second
Reports of the Board of Directors and Auditors thereon. term of five consecutive years with effect from 15th September
2019 to 14th September 2024 and whose office shall not be liable
2. To declare dividend on equity shares.
to retire by rotation.
3. To appoint a Director in place of Mr. Yoshifumi Iida (DIN
RESOLVED FURTHER THAT the Board of Directors of the
07136925), who retires by rotation and being eligible, offers
Company be and is hereby authorised to do all such acts and
himself for re-appointment.
deeds as may be necessary, expedient or desirable, in order to
SPECIAL BUSINESS give effect to this resolution or otherwise as considered by the
Board to be in the best interest of the Company.”
4. Re-appointment of Mr. Manoj Arora as an Independent
Director (DIN 00844279) 6. Appointment of Mr. Siddharth Shriram as an Independent
Director (DIN 00027750)
To consider and if thought fit, to pass, with or without
modification(s), the following resolution as a Special Resolution: To consider and if thought fit, to pass, with or without
modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149,
152 and any other applicable provisions, if any, of the Companies “RESOLVED THAT pursuant to the provisions of Sections 149
Act, 2013 (“Act”) and the Companies (Appointment and and 152 read with Schedule IV and other applicable provisions,
Qualification of Directors) Rules, 2014 (including any statutory if any, of the Companies Act, 2013 (“Act”) and the Companies
modification(s) or re-enactment thereof for the time being in (Appointment and Qualification of Directors) Rules, 2014
force) read with Schedule IV to the Act and Regulation 16(1)(b) (including any statutory modification(s) or re-enactment thereof
of the SEBI (Listing Obligations and Disclosure Requirements) for the time being in force) read with the SEBI (Listing Obligations
Regulations, 2015, and pursuant to the approval of the and Disclosure Requirements) Regulations, 2015 (including any
Nomination and Remuneration Committee, the action of the statutory modification(s) or re-enactment(s) thereof, for the time
Board of Directors of the Company in re-appointing, Mr. Manoj being in force) and pursuant to the approval of the Nomination
Arora (DIN 00844279), Independent Non-Executive Director of and Remuneration Committee, the appointment by the Board
the Company who has submitted a declaration that he meets the of Directors of the Company, of Mr. Siddharth Shriram (DIN
criteria of independence as provided in Section 149(6) of the Act 00027750), who is qualified for being appointed as an Independent
and Regulation 16 of the SEBI (Listing Obligations and Disclosure Director, as an Independent Director of the Company to hold
Requirements) Regulations, 2015, as amended from time to time office for a term of five consecutive years with effect from 1st April
as an Independent Non-Executive Director of the Company to 2019 to 31st March 2024 and whose office shall not be liable to
hold office for second term of five consecutive years with effect retire by rotation be and is hereby approved.
from 1st March, 2019 to 29th February, 2024 and whose office
RESOLVED FURTHER THAT the Board of Directors of the
shall not be liable to retire by rotation, be and is hereby ratified Company be and is hereby authorised to do all such acts and
and confirmed. deeds as may be necessary, expedient or desirable, in order to
RESOLVED FURTHER THAT the Board of Directors of the give effect to this resolution or otherwise as considered by the
Company be and is hereby authorised to do all such acts and Board to be in the best interest of the Company.”
deeds as may be necessary, expedient or desirable, in order to 7. Revision in remuneration of Mr. Hiroyoshi Sugimizu, Whole
give effect to this resolution or otherwise as considered by the Time Director (DIN 06848213)
Board to be in the best interest of the Company.”
To consider and if thought fit, to pass, with or without modification(s),
5. Eligibility for re-appointment of Ms. Alka Marezban Bharucha the following resolution as an Ordinary Resolution:
as an Independent Director (DIN 00114067)
“RESOLVED THAT pursuant to the provisions of Sections 197,
To consider and if thought fit, to pass, with or without 198 and any other applicable provisions of the Companies Act,
modification(s), the following resolution as a Special Resolution: 2013 and the rules made thereunder (including any statutory
“RESOLVED THAT pursuant to the provisions of Sections 149, modification(s) or re-enactment thereof for the time being in
152 and any other applicable provisions, if any, of the Companies force), read with Schedule V to the Companies Act, 2013 and
Act, 2013 (“Act”) and the Companies (Appointment and subject to the approvals as may be required, consent of the
Qualification of Directors) Rules, 2014 (including any statutory Members be and is hereby accorded for revision in remuneration
modification(s) or re-enactment thereof for the time being in of Mr. Hiroyoshi Sugimizu (DIN 06848213), Whole Time Director
force) read with Schedule IV to the Act and Regulation 16(1)(b) of the Company with effect from February 01, 2019 as under:
of the SEBI (Listing Obligations and Disclosure Requirements) Special Allowance : ` 12,50,000/- (Rupees Twelve Lakh
Regulations, 2015, and pursuant to the approval of the Fifty Thousand) per month
Nomination and Remuneration Committee and the Board of

2
 RESOLVED FURTHER THAT the other components of Insurance of Household Premium not to exceed ` 750/-
remuneration and terms of appointment of Mr. Hiroyoshi Sugimizu, Goods (Rupees Seven Hundred Fifty only)
as approved at the Annual General Meeting of the Company per annum.
held on August 05, 2014 and August 04, 2017 respectively shall
remain the same. Medical Insurance Premium not to exceed ` 10,000/-
(Rupees ten thousand only) per annum.
RESOLVED FURTHER THAT the Board of Directors of the
Reimbursement of Cost of air ticket (economy class)
Company be and is hereby authorized to do all such acts and
expenses incurred and actual expenses incurred
deeds as may be necessary, expedient or desirable, in order to
on joining duty and on travel pertaining to self and
give effect to this resolution or otherwise as considered by the
returning to home family and on packing, forwarding,
Board to be in the best interest of the Company.”
country after completion loading/unloading as well as freight,
8. Re-appointment and fixing of remuneration of Mr. Hiroyoshi of tenure insurance, customs duty, clearing
Sugimizu as Whole Time Director of the Company (DIN expenses, local transportation and
06848213) installation expenses in connection
with the moving of personal effects
To consider and if thought fit, to pass, with or without
for self and family for joining duty
modification(s), the following resolution as a Special Resolution:
in India, in case these have not
“RESOLVED THAT in accordance with the provisions of Sections been claimed from the previous
196, 197 and 203 read with Schedule V and other applicable employer. After completion of the
provisions of the Companies Act, 2013 and the Companies tenure, such expenses would be
(Appointment and Remuneration of Managerial Personnel) Rules, reimbursed if the Whole Time Director
2014 (including any statutory modification(s) or re-enactment(s) leaves for the home country.
thereof, for the time being in force), approval of the members Car Company car with driver, including
be and is hereby accorded to the re-appointment by the Board of petrol, maintenance expenses, road
Directors of Mr. Hiroyoshi Sugimizu (DIN: 06848213) as a Whole tax and insurance charges for official
Time Director of the Company, for a further period of 5 (five) use.
years from the expiry of his present term of office, i.e, with effect
Leave 35 days per year of service (i.e. 365
from April 01, 2019 on the following terms and conditions, with
days from date of arrival)
liberty to the Board of Directors (hereinafter referred to as “the
Board” which term shall include the Nomination and Remuneration Leave may be accumulated but
Committee of the Board) to alter and vary the terms and conditions encashment will not be permissible.
of the said re-appointment and / or remuneration as it may deem fit:
Plus
Salary
In case of death or imminent danger
Basic ` 75,000/- (Rupees Seventy Five of death of immediate member of a
Thousand only) per month. family i.e. mother, father, wife and
Salary reimbursement to Not exceeding ` 12,00,000/- (Rupees children left behind in Japan, special
Japan Twelve Lakh only) per month to be home leave will be granted for
reimbursed on actual basis. reasonable sufficient period. Round
trip air ticket shall also be provided
Perquisites
by the Company.
Housing and Hard As per Company Rules.
Subsidy for recreation Subsidy for recreation ` 24,000/-
Furnishing
(Rupees Twenty Four Thousand only)
Special Allowance Not exceeding ` 12,50,000/- (Rupees per annum.
Twelve Lakh fifty thousand only) per Miscellaneous expenses At actuals, to cover Import duty and
month. charges for Japanese food, electricity,
Medical reimbursement Actual medical expenses to be borne water, fuel, maintenance for generator
by the Company. at home, security guard, pest control,
all repair and maintenance expenses
Health Inspection/ Cost of Air Tickets (economy class) for
at house such as electric goods,
Medical Check Up travel to Japan for health inspection/
furniture etc.
medical check up twice a year for self
and family. Provident Fund/Gratuity As per Act.
Membership fee for ` 1,000/- (Rupees One Thousand RESOLVED FURTHER THAT the remuneration as aforesaid,
Japanese Association only) per month. shall be paid as minimum remuneration for any year in the event
Club Fee Admission fee, monthly and annual of absence or inadequacy of profits for such year.
charges, for one Club.
RESOLVED FURTHER THAT the Board of Directors of the
Personal Accident Premium not to exceed ` 2,000/- Company be and is hereby authorised to do all such acts and
Insurance (Rupees Two thousand only) per deeds as may be necessary, expedient or desirable, in order to
annum. give effect to this resolution or otherwise as considered by the
Board to be in the best interest of the Company.”

3
9. Revision in remuneration of Mr. Vinay Mittal, Whole Time RESOLVED FURTHER THAT the remuneration as aforesaid,
Director (DIN 05242535) shall be paid as minimum remuneration for any year in the event
of absence or inadequacy of profits for such year.
To consider and if thought fit, to pass, with or without
modification(s), the following resolution as a Special Resolution: RESOLVED FURTHER THAT the Board of Directors of the
Company be and is hereby authorised to do all such acts and
“RESOLVED THAT pursuant to the provisions of Section 197,
deeds as may be necessary, expedient or desirable, in order to
198 and Schedule V and other applicable provisions, if any, of
give effect to this resolution or otherwise as considered by the
the Companies Act, 2013 or any amendment(s) or modification(s)
Board to be in the best interest of the Company.”
thereof and subject to the approvals as may be necessary and
pursuant to the approval of the Nomination and Remuneration 10. To approve and ratify payment of remuneration to the Cost
Committee and the Board of Directors of the Company, approval Auditors
of the Shareholders be and is hereby accorded for payment
To consider and if thought fit, to pass, with or without modification(s),
of remuneration to Mr. Vinay Mittal, Whole Time Director (DIN
the following resolution as an Ordinary Resolution:
05242535) of the Company, for the period from 01.04.2019 to
31.03.2020 (both days inclusive) as per the following particulars: “RESOLVED THAT pursuant to the provisions of Section 148
and other applicable provisions, if any, of the Companies Act,
Basic Salary ` 4,13,215/- (Rupees Four Lakh 2013 and the Companies (Audit and Auditors) Rules, 2014
Thirteen Thousand Two Hundred (including any statutory modification(s) or re-enactment(s)
Fifteen only) per month. thereof, for the time being in force), the remuneration payable
Perquisites to M/s Rakesh Singh & Co., Cost Accountants appointed by the
Board of Directors of the Company to conduct the audit of the
Housing Allowance ` 2,06,608/- (Rupees Two Lakh
cost records of the Company for the Financial Year 2019-20,
Six Thousand Six Hundred Eight
amounting to ` 1,15,000/- (Rupees One Lakh Fifteen Thousand
only) per month.
only) (plus applicable taxes and reimbursement of out-of-pocket
Special Allowance ` 3,06,805/- (Rupees Three Lakh expenses incurred by them for carrying out the audit), be and is
Six Thousand Eight Hundred Five hereby ratified and confirmed.
only) per month.
RESOLVED FURTHER THAT the Board of Directors of the
Medical reimbursement ` 1,250/- (Rupees One Thousand
Company be and is hereby authorized to do all acts and take
Two Hundred Fifty only) per
all such steps as may be necessary, proper or expedient to give
month.
effect to this resolution.”
Child Education ` 200/- (Rupees Two Hundred only)
11. Material Related Party Transactions
per month.
Washing ` 2,000/- (Rupees Two Thousand To consider and if thought fit, to pass, with or without modification(s),
Allowance only) per month. the following resolution as an Ordinary Resolution:
Leave Travel ` 51,652/- (Rupees Fifty One Thousand RESOLVED THAT in accordance with Regulation 23 of the SEBI
Concession Six Hundred Fifty Two only) per month. (Listing Obligations and Disclosure Requirements) Regulations,
Club Fees One Club 2015 (as modified from time to time) and applicable provisions
of the Companies Act, 2013 (“Act”) and Rules made thereunder,
Personal Accident Insurance, Medical Insurance, Car (including consent of the Members of the Company be and is hereby
driver, Maintenance and fuel), Telephone, Provident Fund, accorded to ratify/approve the following Material Related Party
Superannuation Fund, Gratuity, Leave, Interest Subsidy on Housing Transactions entered into/ to be entered into by the Company in
Loan, Variable Pay shall be paid as per the Company policy. the ordinary course of business and at arm’s length basis with the
Related Parties, as defined under Section 2(76) of the Companies
RESOLVED FURTHER THAT the reimbursement of leave travel
Act, 2013 and Regulation 2 (zb) of the Listing Regulations, during
concession and other perquisites, benefits, leave accrued to
the period from April 01, 2018 to March 31, 2021:
Mr. Vinay Mittal till 31.03.2019, not availed off, be and are hereby
approved to be carried forward.

Name of the Nature of Nature, duration FY 2018-19 FY FY Basis Explanation

Related Party Relation and particulars For 2019-2020 2020-2021
of the contract/ Ratification (`/Lakh) (`/Lakh)
arrangement (`/Lakh)
Honda Motor Holding Royalty 6% on sale price adjusted for Rate of royalty paid by the Company
Co. Ltd., Company - 3,800 4,200 other cost as per agreement. compared with terms agreed
Japan Same as last year as per between unrelated parties
Existing Contract
Export 8% on FOB value of Export Rate of export commission paid by
Commission - 3,300 3,600 Sale. Same as last year as the Company compared with payment
per existing Contract made in the domestic segment or
terms agreed between unrelated
parties

4
Name of the Nature of Nature, duration FY 2018-19 FY FY Basis Explanation
Related Party Relation and particulars For 2019-2020 2020-2021
of the contract/ Ratification (`/Lakh) (`/Lakh)
arrangement (`/Lakh)
Technical Monthly labour cost of The Company's margin (OP/
Guidance Fee - 1,000 1,100 technicians and actual TC) compared with companies
expenses incurred engaged in similar manufacturing
activities or overseas related
party's margin compared with
other service providers.
Purchase of Cost Plus basis. The Company's margin (OP/TC)
Raw Material, - 5,500 6,000 compared with companies engaged
Components, in similar manufacturing activities.
Consumables
Purchase of Cost Plus basis. The Company's margin (OP/TC)
finished goods and 2,130 2,500 2,800 compared with companies engaged
spares in similar manufacturing activities.
Purchase of Cost Plus basis. Related Party's margin (OP/TC) on
Capital goods - 100 100 sale compared with companies in
similar region
Reimbursement Actual basis Evidence/Representation that price
received and paid - 1,200 1,300 recovered is the actual cost incurred
including warranty for warranty / other expenses
expenses
Export Sale of Pricing/Terms & Conditions The Company's margin (OP/TC)
finished goods & - 1,200 1,400 are not more favourable than compared with companies engaged
spares the sales made to unrelated in similar manufacturing activities.
party
Model fee Lumpsum fee as per The Company's margin (OP/TC)
- 140 140 agreement compared with companies engaged
in similar manufacturing activities.
Asian Honda Fellow Purchase of Cost Plus basis. The Company's margin (OP/TC)
Motor Co. Subsidiary Raw Material, - 5,000 5,500 compared with companies engaged in
Ltd., Thailand Components, similar manufacturing activities.
Consumables,
Spares
Purchase of Cost Plus basis. The Company's margin (OP/TC)
finished goods 4,536 6,000 6,500 compared with companies engaged in
similar manufacturing activities.
Reimbursement Actual basis Evidence/Representation that price
received and paid 79 200 200 recovered is the actual cost incurred
including warranty for warranty / other expenses
expenses
Export Sale of Pricing/Terms & Conditions The Company's margin (OP/TC)
finished goods & - 100 110 are not more favourable than compared with companies engaged in
spares the sales made to unrelated similar manufacturing activities.
party
American Fellow Export Sale of Pricing/Terms & Conditions The Company's margin (OP/TC)
Honda Motor Subsidiary finished goods & - 34,000 38,000 are not more favourable than compared with companies engaged in
Co. Inc., spares the sales made to unrelated similar manufacturing activities.
America party
Purchase of Cost Plus basis. The Company's margin (OP/TC)
finished goods and 1 10 10 compared with companies engaged in
spares similar manufacturing activities.
Reimbursement Actual basis Evidence/Representation that price
received and paid - 300 350 recovered is the actual cost incurred
including warranty for warranty / other expenses
expenses

5
 Name of the Nature of Nature, duration FY 2018-19 FY FY Basis Explanation
Related Party Relation and particulars For 2019-2020 2020-2021
of the contract/ Ratification (`/Lakh) (`/Lakh)
arrangement (`/Lakh)
Honda Cars Fellow Sale of finished Cost plus basis The Company's margin (OP/TC)
India Ltd., India Subsidiary goods & spares 359 800 900 compared with companies engaged in
similar manufacturing activities.
Reimbursement Actual basis Evidence/Representation that price
received and paid 21 75 75 recovered is the actual cost incurred
including warranty for warranty / other expenses
expenses
Receipt of Support Pricing/Terms & Conditions are Evidence/Representation that price
Service fees 178 250 270 not more favourable compared recovered is the actual cost incurred
to unrelated party for warranty / other expenses
Purchase of Spares Cost plus basis The Company's margin (OP/TC)
11 30 30 compared with companies engaged in
similar manufacturing activities.
Interest received Market Rates Pricing/Terms & Conditions are
on loan 195 1,300 1,400 favourable than market rates
Loan Funds availability Pricing/Terms & Conditions are
16,000 16,000 16,000 favourable than market rates
RESOLVED FURTHER THAT the value of the transactions as above can vary within a limit of (+) 10% on the approved terms and conditions
provided that such increase shall be limited to not more than Rs. 1(One) Crore per transaction.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised do all such acts and take all such steps
as may be necessary, proper or expedient to give effect to this resolution.”

Place: New Delhi By order of the Board

Date: May 28, 2019 for Honda Siel Power Products Limited,

Sd/-
Sunita Ganjoo
Company Secretary

NOTES
1. None of the Directors, Key Managerial Persons or their relatives AUTHORITY.
have any concern, financial or otherwise and does not have any 4. In case of joint holders attending the Meeting, only one of such joint
conflict of interest in Item No. 4 to Item No. 11 except as expressed holders who is higher in the order of names will be entitled to vote.
under the respective items in the explanatory statement.
5. Corporate Members intending to send their authorised
2. The Explanatory Statement setting out the material facts pursuant representatives to attend the Meeting are requested to send
to Section 102 of the Companies Act, 2013, (‘ Act’) concerning the a certified copy of the Board Resolution authorizing their
Special Business in the Notice is annexed hereto and forms part representative to attend and vote on their behalf at the Meeting.
of this Notice.
6. The Register of Members and Share Transfer Books of the
3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE Company will remain closed from August 01, 2019 to August 07,
MEETING IS ENTITLED TO APPOINT PROXY/PROXIES TO 2019 (both days inclusive).
ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. A
7. Payment of Dividend
PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS
The Dividend on Equity Shares for the year ended March 31,
NOT EXCEEDING FIFTY (50) AND HOLDING IN THE
2019, as recommended by the Board, if declared at the meeting
AGGREGATE NOT MORE THAN 10% OF THE TOTAL EQUITY
will be paid as follows:
SHARE CAPITAL OF THE COMPANY. HOWEVER, A MEMBER
HOLDING MORE THAN 10% OF THE TOTAL EQUITY SHARE i) In respect of shares held in physical form, to those Members
CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS whose names appear in the Register of Members of the
MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH Company on August 07, 2019 after giving effect to all valid
PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER share transfers lodged with the Company on or before July
SHAREHOLDER. 31, 2019.

THE INSTRUMENT OF PROXY IN ORDER TO BE EFFECTIVE ii) In respect of shares held in electronic form, to those
MUST BE RECEIVED BY THE COMPANY NOT LESS THAN beneficial owners whose names appear in the statement
FORTY EIGHT HOURS BEFORE THE COMMENCEMENT of beneficial owners furnished by National Securities
OF THE MEETING. A BLANK PROXY FORM IS ATTACHED Depository Limited and Central Depository Services (India)
TO THIS REPORT. PROXIES SUBMITTED ON BEHALF OF Limited as at the end of business hours on July 31, 2019.
SHAREHOLDERS WHO ARE COMPANIES, SOCIETIES ETC., The members are hereby informed that the Company would
MUST BE SUPPORTED BY APPROPRIATE RESOLUTION/ transfer the dividends which remain unclaimed over a period of

6
 7 years to the Investor Education and Protection Fund (‘IEPF’) Agent in case the shares are held in physical mode, for
established under Section 125 of the Companies Act, 2013. printing on dividend warrant/instruction to ensure that there
The Company has already transferred unclaimed dividends upto is no fraudulent encashment/credit of the warrants.
Financial Year 1994-95 to the General Revenue Account of the 9. In terms of the SEBI (Listing Obligations and Disclosure
Central Government, and for the Financial Years 1995-96 to Requirements) Regulations, 2015, securities of listed companies
2010-11 to IEPF. Following are the details of dividends paid by can only be transferred in dematerialised form with effect from
the Company and respective due dates for transfer of unclaimed 1st April, 2019. In view of the above, members are advised to
dividend to IEPF: dematerialise shares held by them in physical form.
10. In terms of Section 101 and 136 of the Companies Act, 2013 read
Dividend year Date of Due date for
together with the Rules made thereunder, the copy of the Annual
Declaration transfer to IEPF
Report including Financial statements, Board’s report etc. and this
2011-12 31.08.2012 30.09.2019
Notice is being sent by electronic mode, to those members who
2012-13 05.08.2013 04.09.2020 have registered their email IDs with their respective Depository
2013-14 05.08.2014 04.09.2021 Participants or with the Share Transfer Agent of the Company,
2014-15 12.08.2015 11.09.2022 unless any member has requested for a physical copy of the
same. In case you wish to get a physical copy of the Annual
2015-16 11.08.2016 10.09.2023
Report, you may send your request to [email protected] or
2016-17 04.08.2017 03.09.2024
[email protected] mentioning your Folio/DP ID & Client ID.
2017-18 13.08.2018 12.09.2025 Pursuant to the provisions of Investor Education and Protection
In terms of provisions of Section 124(6) of Companies Act, Fund (Uploading of information regarding unpaid and unclaimed
2013 and Investor Education and Protection Fund Authority amounts lying with companies) Rules, 2012, the Company
(Accounting, Audit, Transfer and Refund) Rules, 2016, has uploaded the details of unpaid and unclaimed dividend
shares on which dividend has not been encashed/claimed amounts lying with the Company as on August 13, 2018 (date
for a continuous period of seven years i.e. from F.Y. 2011- of last Annual General Meeting) on the website of the Company
12 alongwith the dividend thereof shall be transferred by the (www.hondasielpower.com), as also on the website of the Ministry
Company to Investor Education and Protection Fund. of Corporate Affairs.
In accordance with the aforesaid IEPF Rules, the Company shall 11. Members may also note that the Notice of the 34th Annual General
send notices to such shareholders whose shares are due to be Meeting and the Annual Report for Financial Year 2018-19 is also
transferred to IEPF Authority and a newspaper advertisement in available on the Company’s website www.hondasielpower.com.
this regard shall also be published. 12. Documents referred to in the accompanying notice are open for
The details of the shareholders as mentioned above, shall be updated inspection at the Registered Office of the Company during normal
on the website of the Company (www.hondasielpower.com). business hours (9:00 am to 5:00 pm) on any working day, except
Saturday, upto the date of AGM of the Company and at the venue
Further, the Company will not be in a position to entertain claims
of the Meeting.
of the shareholders for the unclaimed dividends, which have been
transferred to the credit of IEPF. Accordingly, the shareholders 13. Voting through electronic means
are advised to send all the uncashed dividend warrants pertaining i. In compliance with provisions of Section 108 of the Companies
to the years 2011-12 and upto 2017-18 to our Share Transfer Act, 2013, Rule 20 of the Companies (Management
Agent at New Delhi for issuing demand drafts in lieu thereof and and Administration) Rules, 2014 as substituted by the
encash them before the due dates for transfer to IEPF. Companies (Management and Administration) Amendment
Rules, 2015 (‘Amended Rules 2015’) and Regulation 44 of
8. a. Members holding the shares in electronic mode may please the SEBI (Listing Obligations and Disclosure Requirements)
note that their dividend would be paid through National Regulations, 2015, the Company is pleased to provide
Electronic Clearing System (NECS) or Electronic Clearing members facility to exercise their right to vote on resolutions
Services (ECS) at the available RBI locations. The dividend proposed to be considered at the Annual General Meeting
would be credited to their bank account as per the mandate (AGM) by electronic means and the business may be
given by the members to their Depository Participants transacted through remote e-voting Services. The facility
(DPs). In the absence of availability of NECS/ECS facility, of casting the votes by the members using an electronic
the dividend would be paid through warrants and the Bank voting system from a place other than the venue of the
details, as furnished by the respective Depositories to the AGM (“remote e-voting”) is provided by Central Depository
Company will be printed on their dividend warrants as per Services (India) Limited (CDSL).
the applicable Regulations. A blank ECS Mandate Form is ii. The facility for voting through ballot paper will be made
annexed. The same is also available on the website of the available at the AGM and the members attending the meeting
Company at www.hondasielpower.com. who have not cast their vote by remote e-voting shall be able
b. Members are requested to send their Bank Account to exercise their right at the meeting through ballot paper.
particulars (viz. Account No., name and Branch of the Bank iii. The members who have cast their vote by remote e-voting
and the MICR code) to their DPs, in case the shares are held prior to the AGM may also attend the AGM but shall not be
in electronic mode or to the Registrar and Share Transfer entitled to cast their vote again.

7
 iv. The Board of Directors of the Company has appointed should enter Folio Number registered with the
Mr. Tanuj Vohra of M/s TVA & LLP, Practising Company Company.
Secretaries as Scrutiniser to scrutinise the poll and remote (v) Next enter the Image Verification as displayed and Click
e-voting process in a fair and transparent manner and he on Login.
has communicated his willingness to be appointed and will (vi) If you are holding shares in demat form and had logged
be available for the said purpose. on to www.evotingindia.com and voted on an earlier
v. The results will be declared within 48 hours after the Annual voting of any company, then your existing password is
General Meeting of the Company. The results declared to be used.
along with the Scrutinizer’s Report will be placed on the (vii) If you are a first time user follow the steps given below:
Company's website www.hondasielpower.com and on
the website of CDSL e-Voting www.evotingindia.com and For Members holding shares in Demat Form and Physical
Form
the same will also be communicated to BSE Limited and
PAN Enter your 10 digit alpha-numeric PAN issued
National Stock Exchange of India Limited, where the shares
by Income Tax Department (Applicable for
of the Company are listed. shareholding in demat as well as in physical
vi. Voting shall be reckoned on the paid-up value of shares form)
registered in the name of member/ beneficial owner (in case • Members who have not updated their PAN
of electronic shareholding) as on the cut off date i.e. July 31, with the Company/Depository Participant
2019, the date prior to the commencement of Book closure. are requested to use the first two letters of
their name and the 8 digits of the sequence
Only those persons, whose names are recorded in the number in the PAN field.
register of members or in the register of beneficial owners
• In case the sequence number is less
maintained by the depositories as on the cut-off-date i.e. July than 8 digits enter the applicable number of
31, 2019 will be entitled to avail the remote e-voting facility. 0’s before the number after the first two
characters of the name in CAPITAL letters.
vii. Any person, who acquires shares in the Company and
eg. If your name is Ramesh Kumar with
becomes member of the Company after dispatch of the sequence number 1 then enter RA00000001
Notice of AGM and holding shares as of the cut-off date i.e. in the PAN field.
July 31, 2019, may follow the same procedure as mentioned Dividend Bank • Enter the Dividend Bank Details or Date of
Details OR Birth (in dd/mm/yyyy format) as recorded
below for remote e-voting. However, if the member is already in your demat account or in the Company
Date of Birth
registered with CDSL for remote e-voting then he/she can records in order to login.
(DOB)
use his/her existing password for casting their votes. If the • If both the details are not recorded with the
member has forgotten his/her login password then he/she depository or Company please enter the
may go to website www.evotingindia.com then click on member id / folio number in the Dividend Bank
Shareholders, enter the User ID and the image verification details field as mentioned in instruction (iv).
(viii) After entering these details appropriately, click on
code and click on Forgot Password and enter the details as
“SUBMIT” tab.
prompted by the system.
viii. Instructions and other information relating to remote (ix) Members holding shares in physical form will then directly reach
e-voting the Company selection screen. However, members holding
(i) The remote e-voting facility will be available during the shares in demat form will now reach ‘Password Creation’ menu
following period: wherein they are required to mandatorily enter their login password
- Commencement of remote e-voting - from 9:00 in the new password field. Kindly note that this password is to be
am onwards on Sunday, August 04, 2019. also used by the demat holders for voting for resolutions of any
- End of remote e-voting - upto 5:00 pm on other company on which they are eligible to vote, provided that
Tuesday, August 06, 2019. company opts for e-voting through CDSL platform. It is strongly
During this period shareholders of the Company, holding recommended not to share your password with any other person
equity shares either in physical form or in dematerialized and take utmost care to keep your password confidential.
form, as on the cut-off date i.e. July 31, 2019, may cast (x) For Members holding shares in physical form, the details can be
their vote electronically. The remote e-voting module used only for e-voting on the resolutions contained in this Notice.
will be disabled by CDSL for voting thereafter. Once the
(xi) Click on the EVSN for Honda Siel Power Products Ltd.
vote on a resolution is cast by the member, the member
will not be allowed to change it subsequently. (xii) On the voting page, you will see “RESOLUTION DESCRIPTION”
(ii) The shareholders should log on to the e-voting and against the same the option “YES/NO” for voting. Select the
website www.evotingindia.com. option YES or NO as desired. The option YES implies that you
assent to the Resolution and option NO implies that you dissent
(iii) Click on Shareholders/Members.
to the Resolution.
(iv) Enter your User ID
a. For CDSL: 16 digits beneficiary ID, (xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the
entire Resolution details.
b. For NSDL: 8 Character DP ID followed by 8 Digits
Client ID, (xiv) After selecting the resolution you have decided to vote on, click
c. Members holding shares in Physical Form on “SUBMIT”. A confirmation box will be displayed. If you wish to

8
 confirm your vote, click on “OK”, else to change your vote, click b) Avail the dematerialization facility and get their shareholding
on “CANCEL” and accordingly modify your vote. dematerialized by sending the Dematerialization Request
Form along with the Share Certificates through their
(xv) Once you “CONFIRM” your vote on the resolution, you will not be
Depository Participant.
allowed to modify your vote.
c) Notify immediately any change in their address to the
(xvi) You can also take a print of the votes cast by clicking on “Click
Company or to the Company’s Registrar and Share Transfer
here to print” option on the Voting page.
Agent quoting their folio number and also notify their e-mail
(xvii) If a demat account holder has forgotten the changed login address for prompt response.
password then Enter the User ID and the image verification code
16. M/s Mas Services Ltd. is Registrar and Share Transfer Agent
and click on Forgot Password and enter the details as prompted
of the Company. All investor related communication may be
by the system.
addressed to:
(xviii) Shareholders can also cast their votes using CDSL’s mobile
M/s Mas Services Limited
app m-voting available for android based mobiles. The
Unit: Honda Siel Power Products Limited
m-voting app can be downloaded from Google Play Store.
T-34, 2nd Floor, Okhla Industrial Area, Phase-II,
iPhone and Windows phone users can download the
New Delhi-110 020
app from the App Store and the Windows Phone Store
Ph:- 011 26387281/82/83, Fax:- 011 26387384
respectively. Please follow the instructions as prompted by
email:- [email protected], Website: www.masserv.com
the mobile app while voting on your mobile.
17. The SEBI has mandated the submission of Permanent Account
(xix) Note for Non–Individual Shareholders and Custodians
Number (PAN) by every participant in securities market. Members
• Non-Individual shareholders (i.e. other than Individuals, holding shares in electronic form are, therefore, requested to
HUF, NRI etc.) and Custodians are required to log on to submit the PAN to their Depository Participants with whom they
www.evotingindia.com and register themselves as Corporates. are maintaining their demat account. Members holding shares in
physical form can submit their PAN details to M/s Mas Services
• A scanned copy of the Registration Form bearing the
Ltd., Registrar and Share Transfer Agent of the Company.
stamp and sign of the entity should be emailed to helpdesk.
[email protected]. 18. In terms of Section 72 of the Companies Act, 2013 Members of
the Company may nominate a person to whom the shares held
• After receiving the login details a Compliance User should
by them shall vest in the event of death of a member. In case you
be created using the admin login and password. The
wish to avail the nomination facility in respect of shares held by
Compliance User would be able to link the account(s) for
you, please write to M/s Mas Services Ltd., Registrar and Share
which they wish to vote on.
Transfer Agent of the Company.
• The list of accounts linked in the login should be emailed
19. Members holding shares in more than one folio in the same
to [email protected] and on approval of the
name(s) are requested to send the details of their folios along with
accounts they would be able to cast their vote.
share certificates so as to enable the Company to consolidate
• A scanned copy of the Board Resolution and Power of their holding into one folio.
Attorney (POA) which they have issued in favour of the
20. The Register of Directors and Key Managerial Personnel and their
Custodian, if any, should be uploaded in PDF format in the
shareholding maintained under Section 170 of the Companies
system for the scrutinizer to verify the same.
Act, 2013, the Register of Contracts or Arrangements in which
(xx) In case you have any queries or issues regarding e-voting, you the Directors are interested under Section 189 of the Companies
may refer the Frequently Asked Questions (“FAQs”) and e-voting Act, 2013 will be available for inspection at the venue of AGM.
manual available at www.evotingindia.com, under help section or
21. As per the requirement of the Secretarial Standard-2 on “General
write an email to [email protected].
Meeting”, Route Map showing directions to reach to the venue of
14. Information regarding variation in the remuneration of Directors the 34th Annual General Meeting is given at the end of this Notice.
and the Directors seeking appointment / re-appointment at
22. Members may please note that briefcase, bag, mobile phone
the forthcoming Annual General Meeting, requiring disclosure
and/or eatables shall not be allowed to be taken inside the
in terms of the Secretarial Standard 2 and the SEBI (Listing
hall for security reasons.
Obligations and Disclosure Requirements) Regulations, 2015 are
annexed hereto.

15. Members are requested to:

a) Send their queries, if any, to reach the Company’s Registered

Office at 409, Tower-B, DLF Commercial Complex, Jasola,
New Delhi–110025 at least 10 days before the date of the
Meeting so that information can be made available at the
Meeting.

9
 Information regarding variation in the terms of remuneration of Directors and the Directors seeking appointment / re-appointment at the forthcoming Annual General Meeting

10
pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with provisions of Companies Act, 2013 and
Secretarial Standards, as on the date of Notice.

Name of the Mr. Siddharth Shriram Mr. Manoj Arora Ms. Alka Marezban Mr. Yoshifumi Iida Mr. Hiroyoshi Sugimizu Mr. Vinay Mittal
Director Bharucha
DIN 00027750 00844279 00114067 07136925 06848213 05242535
Age/Years 74 60 62 55 57 52
Date of 01.04.2019 01.03.2019 15.09.2014 01.04.2015 01.04.2019 01.04.2017
appointment /
re-appointment
Expertise Mr. Siddharth Shriram is Mr. Manoj Arora has Ms. Bharucha has Mr. Iida has expertise Mr. Sugimizu has expertise Mr. Mittal has around
in specific an Industrialist and has over 25 years of work vast and rich work in domestic sales, in management of 28 years of wide and
functional Areas/ been managing various experience at the bar. experience at the bar. sales network building, equipment in Assembly/ varied experience in
brief resume industries like Engineering, Mr. Arora specializes in Her core areas of strengthening business processing area, gathering the field of Finance
Chemicals and Sugar. His transactional Law, mergers expertise are mergers and staff training. He and implementation of & Accounting, Direct
association with Citibank and acquisitions, corporate & acquisitions, joint also has expertise field quality information, & Indirect Tax,
has enabled him to structuring and corporate ventures, banking & in export business, facilitation of failure analysis Imports, Secretarial
acquire significant working laws. He was formerly the finance and private business planning and countermeasures and General
knowledge in Finance and Counsel for the Revenue equity. and execution, market thereof, management Management in
Banking areas. Service in the Supreme planning and sales of personnel, materials, various industries.
Court of India. activities. investment and information
at the plant.
Qualifications Graduation from St. LLB LL.B, LL.M Graduate Major – Graduate-General Course - Graduate in
Stephen College- Delhi Industrial Relations Commerce from
University Delhi University

M.Sc. in Management from - Fellow Member of

MIT, USA as a Sloan Fellow The ICAI
Name of 1. Siel Industrial Estate 1. Tanmay Constructions 1. Safalya Investment & NIL NIL NIL
other Indian Limited Pvt Ltd. Traders Pvt. Ltd.
companies 2. V.V. Servotech Private 2. ION Trading India Pvt 2. Suyojit Investment
in which Limited Ltd. & Engineering Pvt
directorship 3. Siel Infrastructure & 3. Airjaldi Networks Ltd.(struck-off-28
held Estate Developers Pvt. Research & Innovation Nov.2018)
Ltd. 4. Rural Boardband Pvt. 3. Honda Cars India Ltd.
Ltd. 4. Aditya Birla Finance
5. Full circle Financial Ltd.
Services India Pvt. Ltd. 5. Aditya Birla Sun Life
6. Honda Cars India Ltd. AMC Ltd.
7. Triple Point Technology 6. Ultratech Cement Ltd.
(India) Pvt. Ltd. 7. Orient Electric Ltd.
8. Birla Estates Pvt. Ltd.
9. Birlasoft Ltd.
10. Hindalco Industries
Ltd.
11. Ultratech Nathdwara
Cement Ltd.
 Name of the Mr. Siddharth Shriram Mr. Manoj Arora Ms. Alka Marezban Mr. Yoshifumi Iida Mr. Hiroyoshi Sugimizu Mr. Vinay Mittal
Director Bharucha
Chaiperson/ Honda Siel Power Honda Siel Power Honda Siel Power Honda Siel Power Honda Siel Power Honda Siel Power
Member Products Limited Products Limited Products Limited Products Limited Products Limited Products Limited
of Board - CSR* - Chairman - AC# - Member - AC# - Member - BCFM## - Chairman - BCFM## - Member - SRC** - Member
Committees - SRC** - Chairman - NRC*** - Chairman - NRC*** - Member - AC# - Member - CSR* - Member
in Indian - NRC*** - Member Honda Cars India Limited Honda Cars India - SRC** - Member - BCFM## - Member
Companies - AC# - Chairman - NRC*** - Chairman Limited - CSR* - Member - RMC### - Member
Siel Industrial Estate - AC# - Member - AC# - Chairman - RMC### - Member
Limited - CSR* - Member - NRC*** - Member
- AC# -Chairman Orient Electric Limited
- SRC** - Chairman
- NRC*** - Member
- AC# - Member
- RMC### -Member
Birla Soft Limited
- SRC** - Chairman
- RMC### - Member
- AC# - Member
Ultratech Cement
Limited
- AC# - Member
Ultratech Nathdwara
Cement Limited
- AC# - Member
- NRC*** - Member
- CSR* - Member
Shareholding in 50 equity shares of Rs.10 NIL NIL NIL NIL NIL
the Company each
Relationship NIL NIL NIL NIL NIL NIL
with other
Directors,
Manager and
other Key
Managerial
Personnel of the
Company
The number of 5 5 2 4 3 5
Meetings of the
Board attended
during the year
Remuneration to Except sitting fees no Except sitting fees no Except sitting fees no ` 20.25 lakh p.m. Details of remuneration Details of
be paid remuneration is paid remuneration is paid remuneration is paid (approx) provided in the resolution remuneration
provided in the
resolution
Remuneration Not applicable Not applicable Not applicable ` 20.07 lakh ` 17.59 lakh p.m. ` 10.55 lakh p.m.
last drawn
Relationship There are no inter-se relationships between the Directors and other Board Members

* Corporate Social Responsibility Committee # Audit Committee

** Stakeholders Relationship Committee ## Board Committee on Financial Matters
*** Nomination & Remuneration Committee ### Risk Management Committee

11
STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“THE ACT”)

The following Statement sets out all material facts relating to the ITEM NO. 5
Special Business mentioned in the Notice.
Ms. Alka Marezban Bharucha was appointed as an Independent
The statement of the particulars pertaining to Item No. 4 to 11 below, Director on the Board of the Company with effect from September 15,
pursuant to the Companies Act, 2013, Regulation 36(3) of SEBI 2014 pursuant to the provisions of Section 149 of the Act read with
(Listing Obligations and Disclosure Requirements) Regulation, 2015 the Companies (Appointment and Qualification of Directors) Rules,
2014 and the erstwhile Clause 49 of the Listing Agreement with the
and Secretarial Standard on General Meetings forms part of Annual
stock exchanges. The present term of Ms. Bharucha will expire on
General Meeting Notice.
September 14, 2019.
ITEM NO. 4
The Board of Directors, on the basis of the report of performance
Mr. Manoj Arora was appointed as an Independent Directors on the evaluation of Independent Directors and the recommendation of
Board of the Company pursuant to the provisions of Section 149 of the Nomination and Remuneration Committee, has recommended
the Act read with the Companies (Appointment and Qualification of re-appointment of Ms. Alka Marezban Bharucha as Independent
Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Director for a second term of 5 (five) consecutive years on the Board
of the Company. The Board considers that given the background
Agreement with the stock exchanges.
and experience and contribution being made by Ms. Bharucha to the
The Board of Directors, on the basis of the report of performance working of the Company, the continued association of Ms. Bharucha
evaluation of Independent Directors and the recommendation of would be beneficial to the Company and it is desirable to continue to
the Nomination and Remuneration Committee, has re-appointed avail her services as an Independent Director.
Mr. Manoj Arora as an Independent Director for a second term of 5
Accordingly, it is proposed that the Board of Directors of the Company
(five) consecutive years on the Board of the Company. The Board be authorized to re-appoint Ms. Bharucha as an Independent Director
considers that given the background and experience and contributions of the Company, not liable to retire by rotation and to hold office for a
made by Mr. Arora during his tenure, the continued association of second term of 5 (five) consecutive years on the Board of the Company
Mr. Arora would be beneficial to the Company and hence it is desirable on the expiry of her current term.
to continue to avail his services as an Independent Director.
The Company has received declaration from Ms. Bharucha stating
The re-appointment of Mr. Manoj Arora as an Independent Director that she meets the criteria of independence as prescribed under sub-
requires your ratification and confirmation. section (6) of Section 149 of the Act and Regulation16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
The Company has received declaration from Mr. Arora stating that he 2015. She has also given her consent to continue to act as Director of
meets the criteria of independence as prescribed under sub-section the Company, if so appointed by the members.
(6) of Section 149 of the Act and Regulation16(1)(b) of the SEBI
In the opinion of the Board, Ms. Bharucha fulfils the conditions specified
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
under Section 149(6) of the Act, the Companies (Appointment and
He has also given his consent to continue to act as Director of the
Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the
Company, if so appointed by the members.
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
In the opinion of the Board, Mr. Arora fulfils the conditions specified 2015 for her re-appointment as an Independent Non-Executive
under Section 149(6) of the Act, the Companies (Appointment and Director of the Company and is independent of the Management.
Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Copy of the draft letter for appointment of Ms. Bharucha as an
SEBI (Listing Obligations and Disclosure Requirements) Regulations, Independent Non-Executive Director, setting out terms and conditions
2015 for his re-appointment as an Independent Non-Executive Director would be available for inspection without any fee by the members at
of the Company and is independent of the Management. the Registered Office of the Company during normal business hours
(9:00 am to 5:00 pm) on any working day, except Saturday, upto the
Copy of the draft letter for appointment of Mr. Arora as an Independent
date of AGM of the Company and at the venue of the meeting.
Non-Executive Director setting out terms and conditions would
be available for inspection without any fee by the members at the Accordingly, the Board recommends passing of the Special Resolution
Registered Office of the Company during normal business hours in relation to re-appointment of Ms. Bharucha as an Independent
(9:00 am to 5:00 pm) on any working day, except Saturday, upto the Director for another term of five consecutive years with effect from
15th September 2019 to 14th September 2024, for the approval by the
date of AGM of the Company and at the venue of the meeting.
shareholders of the Company.
Except Mr. Manoj Arora, being an appointee and his relatives, none
Except Ms. Alka Marezban Bharucha, being an appointee and her
of the Directors and Key Managerial Personnel of the Company and
relatives, none of the Directors and Key Managerial Personnel of the
their relatives are concerned or interested, financially or otherwise, in
Company and their relatives are concerned or interested, financially or
the resolution set out at Item No. 4 of the accompanying Notice of the
otherwise, in the resolution set out at Item No. 5 of the accompanying
AGM. Mr. Arora is not related to any Director of the Company. Notice of the AGM. Ms. Bharucha is not related to any Director of the
Company.

12
ITEM NO. 6 The Board considers that the contribution of Mr. Hiroyoshi Sugimizu
will be of immense benefit to the Company and recommends the
In accordance with the provisions of Section 149 read with Schedule IV
revision in his remuneration for your approval.
to the Act, appointment of an Independent Director requires approval
of members. Based on the recommendation of the Nomination and Except Mr. Hiroyoshi Sugimizu, none of the Directors or any of the Key
Remuneration Committee, the Board of Directors has proposed Managerial Personnel of the Company or their relatives are, in any
that Mr. Siddharth Shriram (DIN:00027750), be appointed as an way, concerned or interested, financially or otherwise and does not
Independent Director on the Board of the Company. have any conflict of interest in the resolution.
The appointment of Mr. Siddharth Shriram is effective with effect from ITEM NO. 8
April 01, 2019. Mr. Siddharth Shriram is not disqualified from being
appointed as a Director in terms of Section 164 of the Act and has The Board of Directors of the Company in its meeting held on
given his consent to act as a Director. The Company has received April 01, 2019 has, subject to approval of members, re-appointed
a declaration from Mr. Siddharth Shriram that he meets the criteria Mr. Hiroyoshi Sugimizu (DIN:06848213) as a Whole Time Director for
of independence as prescribed both under sub-section (6) of Section a further period of 5 (five) years from the expiry of his present term
149 of the Act and under the SEBI (Listing Obligations and Disclosure on March 31, 2019, on terms and conditions including remuneration
Requirements) Regulations, 2015 (“Listing Regulations”). In the as recommended by the Nomination and Remuneration Committee
opinion of the Board, Since Mr. Siddharth Shriram fulfils the conditions and approved by the Board. It is proposed to seek members’ approval
for his appointment as an Independent Director as specified in the Act for the re-appointment and remuneration payable to Mr. Hiroyoshi
and the Listing Regulations. Mr. Siddharth Shriram is independent of Sugimizu as a Whole Time Director, in terms of the applicable
the Management and possesses appropriate skills, experience and provisions of the Act.
knowledge.
Broad particulars of the terms of re-appointment and remuneration
In view of the fact that Mr. Shriram shall attain age of 75 years during payable to Mr. Sugimizu are detailed in the resolution set out at Item
his term of appointment, his appointment as Independent Director has No. 8 of the Notice.
therefore, been proposed through a Special Resolution in terms of
SEBI LODR (Amendment), Regulations, 2018. Mr. Hiroyoshi Sugimizu satisfies all the conditions set out in Part-I of
Schedule V to the Act and also conditions set out under Section 196(3)
Copy of draft letter for appointment of Mr. Shriram as an Independent
of the Act for being eligible for his re-appointment. He is not disqualified
Non-Executive Director setting out terms and conditions would
from being appointed as a Director in terms of Section 164 of the Act.
be available for inspection without any fee by the members at the
Registered Office of the Company during normal business hours (9:00 It is proposed to pay the same remuneration in the event of inadequacy
am to 5:00 pm) on any working day, except Saturday, upto the date of or absence of profit in any financial year to Mr. Hiroyoshi Sugimizu.
AGM of the Company and at the venue of the meeting.
Except Mr. Hiroyoshi Sugimizu, none of the other Directors/Key
Except Mr. Siddharth Shriram, none of the Directors/Key Managerial Managerial Personnel of the Company / their relatives are, in any way,
Personnel of the Company / their relatives are, in any way, concerned concerned or interested, financially or otherwise, in the aforementioned
or interested, financially or otherwise, in the resolution set out at Item resolution. The Board commends the Special Resolution set out at
No. 6 of the Notice. Item No. 8 of the Notice for approval by the members.
The Board commends the Special Resolution set out at Item No. 6 of ITEM NO. 9
the Notice for approval by the members.
The Members had approved the remuneration of Mr. Vinay Mittal as
ITEM NO. 7
Whole Time Director of the Company from 01.04.2018 to 31.03.2019
The Members in the Annual General Meeting held on August 05, at the Annual General Meeting of the Company held on August 13,
2014 had approved appointment and remuneration of Mr. Hiroyoshi 2018.
Sugimizu as Whole Time Director of the Company for a period of five
Pursuant to the recommendation of Nomination and Remuneration
years effective April 01, 2014, liable to retire by rotation.
Committee and the Board of Directors, Remuneration to be paid to
The Board of Directors at their meeting held on February 06, 2019, Mr. Vinay Mittal from 01.04.2019 to 31.03.2020 was approved by the
on the recommendation of Nomination and Remuneration Committee, Board on May 28, 2019.
approved and recommended revision in remuneration, as detailed in
the resolution No. 7 above, of Mr. Hiroyoshi Sugimizu with effect from The re-imbursement of leave travel concession and other perquisites,
February 01, 2019 till the expiry of his tenure of appointment, for your benefits, leave accrued to him till 31.03.2019, if not availed off, have
approval. also been approved to be carried forward.

The other terms of appointment and remuneration of Mr. Hiroyoshi It is proposed to pay the same remuneration in the event of inadequacy
Sugimizu as already approved by the members of the Company at their or absence of profit to Mr. Vinay Mittal.
Meeting held on August 05, 2014 and August 04, 2017 respectively
Except Mr. Vinay Mittal, none of the other Directors/Key Managerial
shall remain the same. The revised remuneration is proposed to be
Personnel of the Company / their relatives are, in any way, concerned
paid to Mr. Sugimizu in case of absence or inadequate profits.
or interested, financially or otherwise, in the aforementioned resolution.

13
The Board commends the Special Resolution set out at Item No. 9 of members through ordinary resolution is required for all material related
the Notice for approval by the members. party transactions. All the Related Party Transactions entered into/to
ITEM NO. 10 be entered into by the Company are/would be at arm’s length basis
and in the ordinary course of business and prior approval of the Audit
Pursuant to Section 148 of the Act, the Company is required to
Committee and subsequent approval by the Board is/will be obtained,
have the audit of its cost records conducted by a cost accountant
wherever required.
in practice. On the recommendation of the Audit Committee, the
Board of Directors appointed M/s. Rakesh Singh & Co. as the Cost The transactions as described in the resolution above for the period from
Auditor of the Company to conduct audit of cost records maintained April 01, 2018 to March 31, 2021 have exceeded/are likely to exceed
by the Company for the Financial Year 2019-20, at a remuneration of the materiality threshold as prescribed by Listing Regulations. Thus, in
` 1,15,000/- (Rupees One Lakh Fifteen Thousand only) (plus applicable terms of the provisions of Listing Regulations, these transactions would
taxes and reimbursement of out-of-pocket expenses incurred by require the approval of the members by way of an Ordinary Resolution
them for carrying out the audit). The remuneration to the cost auditor and all entities falling under the definition of related parties shall abstain
requires your ratification and confirmation. The Board recommends from voting on the resolution.
the Resolution set out at Item No. 10 of the accompanying Notice for None of the Directors or any of the Key Managerial Personnel of the
ratification. Company or their relatives are, in any way, concerned or interested,
None of the Directors, Key Managerial Personnel of the Company and financially or otherwise and does not have any conflict of interest in
their relatives are concerned or interested, financial or otherwise and the resolution.
does not have any conflict of interest in the resolution. However, Mr. Yoshifumi Iida, Mr. Hiroyoshi Sugimizu and Mr. Vinay
ITEM NO. 11 Mittal may be deemed to be concerned in their capacity as nominees
of Honda Motor Co., Ltd., Japan.
Pursuant to Section 188 of the Act, read with the Companies (Meetings
of Board and its Powers) Rules, 2014 (‘Rules’), the Company is required By order of the Board
to obtain consent of the Board of Directors and prior approval of the For Honda Siel Power Products Limited,
members by way of ordinary resolution, in case certain transactions
Sd/-
with related parties exceeds such sum as specified in the Rules. The
Sunita Ganjoo
transactions entered into/to be entered into with the related parties are
Company Secretary
in the ordinary course of business and on arm’s length basis. However,
pursuant to Regulation 23 of the Listing Regulations, approval of the

ROUTE MAP FOR REACHING AGM VENUE

14
 Board’s Report
Your Directors are pleased to present the 34th Annual Report together transferred to the Investor Education & Protection Fund (IEPF)
with Audited Financial Statements of the Company for the year ended within the stipulated time.
March 31, 2019. 4. Transfer of Shares to the Investor Education and Protection
1. Financial Highlights Fund
(` in lakhs) In terms of provisions of Section 124(6) of the Act, and Investor
Education and Protection Fund Authority (Accounting, Audit,
Year Ended Transfer and Refund) Rules, 2016, shares of the Company, in
Particulars March 31, March 31, respect of which dividend entitlements have remained unclaimed
2019 2018 for seven consecutive years or more, were transferred by the
Revenue from Operations 81,588 77,741 Company to IEPF during the year 2018-19.

Other Income 1,766 1,494 In terms of aforementioned provisions/rules, individual notices

were sent to concerned shareholders providing them an
Profit before depreciation and 10,794 11,685 opportunity to claim dividend for the Financial Year 2011-12
exceptional items onwards. The said notice alongwith the details of concerned
Depreciation 2,113 2,251 shareholders was published in the leading newspapers having
Profit before exceptional items 8,681 9,434 wide circulation. Details were also updated on the website of the
and tax Company (www.hondasielpower.com) simultaneously.

Profit before tax 8,331 9,434 No shares are lying with NSDL/CDSL in demat suspense account
or unclaimed suspense as on the date of this report.
Tax Expenses 2,916 3,293
5. Shareholders’ Plant Visit
Profit after Tax 5,415 6,141
During the year under review, your Company organised a
Other Comprehensive Income (49) (31) Shareholders’ visit to its plant located at Greater Noida in order to
Total Comprehensive Income 5366 6,110 provide an opportunity and familiarise the shareholders with the
for the year company’s plant operations, its sales trend, functioning and future
Balance of profit brought forward 33,948 28,754 goals.

Dividend 913 761 The visit ended with a quite satisfactory smile on the faces of
our shareholders. It was an exciting trip for the shareholders, as
Tax on Dividend 188 155 the visit allowed them to learn more about the business they are
Balance carried to Balance 38,213 33,948 investing in.
Sheet 6. Environment Protection and Safety
Financial Statements for the Financial Year ended 31st March Your Company is committed towards protection and safety of
2019 have been prepared in accordance with Ind AS prescribed environment. The Company is dedicated to serve all the people
under Section 133 of the Companies Act, 2013 (“the Act”) and with ‘free, safe and comfortable life’ to expand their joys, lead
Companies (Indian Accounting Standards) Rules, 2015 and other social developments and fulfill qualitative improvement of life.
relevant provisions thereof. All associates and other business partners strive towards
Results of Operations and the state of Company’s affairs controlling emissions, effluents and waste disposal arising
out of manufacturing processes, product and services. Your
Your company achieved aggregate revenue from operations of
Company has been achieving continuous improvement in safety
` 81,588 lakh in 2018-19 (as against ` 77,741 lakh in 2017-18).
performance through a combination of systems and processes as
This marks a growth of 5% over the previous year.
well as co-operation and support of all stakeholders.
During the year, your Company witnessed growth across all key
A statement on environmental protection and safety, conservation
categories. It also marks the consolidation of gasoline products
of energy, technology absorption, foreign exchange earnings and
sales which now account for over two third of the volumes. The
outgo is annexed as Annexure–B and forms part of this report. 
business environment appears to be encouraging to the future as
well. 7. Occupational Health & Safety
A detailed report on operations titled ‘Management Discussion Your Company believes in ‘Zero Harm’. The Company’s vision is
and Analysis Report’ is annexed to the Board’s Report as to improve health and safety standards for the people associated
Annexure–A and forms part hereof. with the Company and working in any capacity. Efforts are taken
to minimize activities which may affect the health and safety in
2. Dividend
work place or adversely impact the life of communities living
Your Directors recommend a dividend of `10 /- per equity share of near our plant. To promote this, we are encouraging the use of
` 10/- each (100%) for the year ended 31st March 2019 (previous renewable resources as well as recycled waste. Further, steps
year 90%). The total outgo on this account (including dividend are taken for optimum utilization of plant, with least emission in
tax) will be ` 1,223 lakh. terms of noise and pollution in environment.
3. Transfer of Amounts to Investor Education and Protection Fund 8. Extract of Annual Return
In compliance with Section 125 of the Act, reminders were sent to Pursuant to section 92(3) of the Act and rule 12(1) of the
the members requesting them to claim unclaimed dividend for the Companies (Management and Administration) Rules, 2014,
year 2010-11. Some members claimed their unclaimed dividends. extract of Annual Return is Annexed as Annexure–C and forms
The payments were made directly to their bank accounts part of this report. The same is available on website of the
wherever the particulars were available, under intimation to those company www.hondasielpower.com in “Investor” section.
entitled. The balance remaining unclaimed of ` 6,29,498/- was

15
9. Details of Board Meetings Policy (Policy) in the name of Business Ethics Proposal
During the year five Board meetings were held. In case of urgent Line (BEPL). The mechanism under the Policy has been
business, resolutions were passed by circulation. Compliance appropriately communicated within the organisation. The
reports of all laws applicable to the Company were reviewed by purpose of this policy is to provide a framework to promote
the Board at each meeting. responsible whistle blowing by employees. It protects
employees wishing to raise a concern about serious
The Board has been given presentations/briefed on areas irregularities, unethical behavior, actual or suspected fraud
covering operations of the Company, business strategy and risk within the Company.
management practices, before approving the quarterly / annual
financial results of the Company. The Chairman of the Audit Committee is the Ombudsperson and
direct access has been provided to the employees to contact him
The agenda and notes thereon were circulated to Directors as per through e-mail, post and telephone for reporting any matter.
the requirement of relevant laws in the defined agenda format. All
material information was incorporated in the agenda for facilitating The detailed policy is posted on the Company’s website at
meaningful and focused discussions at the meeting. Where it www.hondasielpower.com.
was not practicable to attach any document to the agenda i.e. b.) Risk Management Policy
the document which contains price sensitive information and in The Company has in place the risk management process/
respect of which consent of the Board of Directors was obtained policy. The key risk areas are monitored and assessed
for providing the same at a shorter notice of less than 7 days, prudentially and effectively.
it was placed before the meeting with specific reference to this
effect in the agenda. With a view to review the adequacy and effectiveness of
policies and management procedures and to monitor and
The Company Secretary recorded minutes of proceedings of each assess Business Risks of the Company to ensure that
Board and Committee meeting. Draft minutes were circulated to the key risk areas were well identified and managed, as a
Board/Board Committee members for their comments/approval. practice the Company during the Financial Year 2018-19
The minutes were duly entered in the Minutes Book within 30 carried out a risk assessment covering all the functions
days from the conclusion of the meeting. across the organization. An extensive programme of Internal
During the year under review, Board Meetings were held as per Audits, process review and Management Reviews further
the following details: supports the same.
Further, in pursuance to Section 177(4)(vii) of the Act,
Date of the Total No. of No. of Directors
Regulation 18(3) and Schedule II Part-C of SEBI (Listing
Meeting Directors on the attended the
Obligations and Disclosure Requirements) Regulations, 2015
Board meeting
(“LODR”), Audit Committee/Board reviews and evaluates the
May 24, 2018 8 6 internal financial controls and risk management system of
August 13, 2018 8 8 the Company.

October 29, 2018 8 6 Risk Management Policy of the Company may be accessed
at Company’s website at www.hondasielpower.com.
December 20, 2018 8 7
12. Directors’ Responsibility Statement
February 06, 2019 8 7
Pursuant to the requirement of clause (c) of sub-section (3) of Section
During the year, two resolutions by Circulation were passed by 134 of the Act, your Directors confirm that:
the Board of Directors on August 20, 2018 and March 25, 2019
(a) in the preparation of the annual accounts for the year ended
respectively.
31st March, 2019, the applicable accounting standards have
All statutory and other important items/ information were placed been followed and there are no material departures;
before the Board for approval/review.
(b) the Directors have selected such accounting policies
10. Committees of the Board and applied them consistently and made judgments and
The details of composition of the Committees of the Board i.e. Audit estimates that are reasonable and prudent so as to give a
Committee; Stakeholders Relationship Committee; Nomination true and fair view of the state of affairs of the Company and
and Remuneration Committee; Corporate Social Responsibility profit and loss of the Company as at 31.03.2019;
Committee; Board Committee on Financial Matters; and Risk (c) the Directors have taken proper and sufficient care for the
Management Committee, brief terms of reference thereof and maintenance of adequate accounting records in accordance
details of meetings held and attended by the Members during the with the provisions of the Companies Act, 2013 for
year are provided in the Corporate Governance Report forming safeguarding the assets of the Company and for preventing
part hereof as Annexure-F. and detecting fraud and other irregularities;
The Committees of the Board were reconstituted w.e.f. April 01, (d) the Directors have prepared the annual accounts on a going
2019 in view of the retirement of Dr. D.V. Kapur and Mr. Ravi Vira concern basis;
Gupta as the Independent Directors of the Company.
(e) the Directors have laid down internal financial controls to be
11. Managing the Risks of Fraud, Corruption and Unethical followed by the Company and that such internal financial
Business Practices controls are adequate and are operating effectively;
The Company has following policies in place to adhere to ethical (f) the Directors have devised proper systems to ensure
standards in order to ensure integrity, transparency, independence compliance with the provisions of all applicable laws and that
and accountability in dealing with all stakeholders: such systems are adequate and operating effectively; and
a.) Vigil Mechanism / Whistle Blower Policy (g) the Company has complied with the Secretarial Standard-1
The Company has in place an established and effective (Meetings of Board of Directors), Secretarial Standard-II
mechanism called the Vigil Mechanism/Whistle Blower (General Meeting) issued and amended from time to time,

16
 by the Institute of Company Secretaries of India. 15. Related Party Transactions
13. Particulars of loans, guarantees or investments made under In line with the requirements of the Act and LODR, all related
Section 186 of the Companies Act, 2013 party transactions are entered into, on arm’s length basis, in the
Details of the loans given in compliance with the Section 186 of ordinary course of business.
the Act and other applicable laws/regulations, during the financial Accordingly, no transactions are being reported in Form AOC-2
year ended March 31, 2019 are given in the Note 5(d) of the notes in terms of Section 134 of the Act, 2013 read with Rule 8 of the
to the financial statements forming part of Annual Report. Companies (Accounts) Rules, 2014.
14. Auditors Pursuant to LODR 2015 and LODR Amendment Regulations, 2018
i) Statutory Auditors prior approval of the Audit Committee/Board has been obtained
for all related party transactions. A report on the transactions,
The Company in its 32nd Annual General Meeting held on specifying the nature, value and terms and conditions of the same
August 04, 2017 approved the appointment of M/s Price and transactions exceeding the approved limits were presented to
Waterhouse Chartered Accountants LLP (FRN 012754N/ the Audit Committee on a quarterly basis for its review/ratification.
N500016), as the Statutory Auditors of the Company for a The transactions which crossed/were likely to cross materiality
term of 5 years i.e. from the conclusion of 32nd Annual General threshold, were placed before the Members for their ratification/
Meeting till the conclusion of 37th Annual General Meeting of the approval.
Company.
The revised Related Party Transactions Policy, as approved
The Report of the Auditors on the Financial Statements of the by the Board, may be aceessed at the Company’s website at
Company is part of the Annual Report. There has been no www.hondasielpower.com.
qualification, reservation, adverse remark or disclaimer given
by the Auditors in their Report. 16. Details in respect of adequacy of Internal Control over
Financial Reporting.
During the year under review, the Auditors had not reported any
matter under Section 143(12) of the Act, therefore no detail is The Company has put in place the process of Internal Control
required to be disclosed under Section 134(3)(ca) of the Act. over Financial Reporting (ICOFR) framework, commensurate with
the size, scale and complexity of its operations. The framework
ii) Cost Auditors has been designed to provide reasonable assurance with respect
In terms of the provisions of Section 148 of the Act read with to recording and providing reliable financial and operational
the Companies (Cost Records and Audit) Amendment information, complying with applicable laws, safeguarding
Rules, 2014, the Board of Directors of the Company assets from unauthorized use and embezzlement, executing
has on the recommendation of the Audit Committee, transactions with proper authorization and ensuring compliance
approved the appointment of M/s Rakesh Singh & Co., with corporate policies. Further more, this process is reviewed
Cost Accountants as Cost Auditors of the Company for the during the year to be in sync with the changing business
Financial Year 2019-20. M/s Rakesh Singh & Co., have vast environment, regulatory developments and economic conditions.
experience in the field of cost audit and have conducted the The systems, standard operating procedures and controls
audit of the cost records of the Company for the past several implemented by the Company are reviewed by the Internal
years. A certificate from M/s Rakesh Singh & Co., has been Auditors whose findings and recommendations are placed before
received to the effect that their appointment as Cost Auditors the Audit Committee. The Management in consultation with the
of the Company, would be in accordance with the limits Internal Auditors develop an annual audit plan based on the
specified under Section 141 of the Act and Rules framed risk profile of the business activities. The Internal Audit plan is
thereunder. approved by the Audit Committee, which also reviews compliance
The remuneration to be paid to the cost Auditors as to the plan. The Internal Auditors monitor and evaluate the efficacy
and adequacy of internal control systems in the Company, its
mentioned in the Notice convening 34th Annual General
compliance with operating systems, accounting procedures and
Meeting, shall be subject to the approval of the Members.
policies at specified locations of the Company. Based on the report
iii) Secretarial Auditors and Secretarial Audit Report of internal auditor, process owners undertake corrective action(s)
The Secretarial Audit was carried out by M/s TVA & Co. LLP, in their respective area(s) and thereby strengthen the controls.
Company Secretaries for the Financial Year 2018-19. Significant audit observations and corrective action(s) thereon
are presented to the Audit Committee. The Audit Committee
The Report given by the Secretarial Auditors is annexed reviews the reports submitted by the Internal Auditors in each of
as Annexure - D and forms an integral part of this Board’s its meeting alongwith the comments by the Management thereon.
Report. There has been no qualification, reservation or
The controls, based on the prevailing business conditions and
adverse remark or disclaimer in their Report. processes have been tested during the year and no reportable
During the year under review, the Secretarial Auditors had material weakness in the design or effectiveness was observed.
not reported any matter under Section 143(12) of the Act, The framework on ICOFR over Financial Reporting has been
therefore no detail is required to be disclosed under Section reviewed by the Internal and Statutory Auditors.
134(3)(ca) of the Act. 17. Corporate Social Responsibility initiatives
In terms of Section 204 of the Act, read with the Companies In compliance with Section 135 of the Act read with the
(Appointment and Remuneration of Managerial Personnel) Companies (Corporate Social Responsibility Policy) Rules 2014,
Rules, 2014, the Audit Committee recommended and the the Company has established Corporate Social Responsibility
Board of Directors appointed M/s. TVA & Co., LLP, Company (CSR) Committee and statutory disclosures with respect to the
Secretaries as the Secretarial Auditors of the Company for CSR Committee and an Annual Report on CSR Activities forms
the Financial Year ending March 31, 2020. The Company part of this Report as Annexure–E.
has received their written consent that the appointment is
The CSR Policy may be accessed on the Company’s website at
in accordance with the applicable provisions of the Act and
www.hondasielpower.com.
rules framed thereunder.

17
18. Criteria for appointment of Directors and remuneration to - Re-appointment of Mr. Manoj Arora as an Independent
be paid to Directors, Key Managerial Personnel and other Director of the Company for a second term of 5 (five)
employees consecutive years w.e.f. March 01, 2019 on the expiry
Your Company has put in place policies on ‘Criteria for of his current term of office on February 28, 2019.
Appointment of Directors’ and ‘Remuneration for Directors, Key - Re-appointment of Ms. Alka Marezban Bharucha as an
Managerial Personnel (“KMP”) and all other employees of the Independent Director of the Company for a second term
Company’. of 5 (five)consecutive years on the expiry of her current
The policies inter-alia stipulates the Directors to be of high integrity term of office on September 14, 2019.
with relevant expertise and experience so as to have a diverse - Appointment of Mr. Siddharth Shriram as an
Board. The Policies further lay down the positive attributes/ Independent Director of the Company for a term of 5
criteria which the Nomination and Remuneration Committee (five) consecutive years with effect from April 01, 2019.
takes into consideration while recommending the candidature for The Company has received declarations from all the Independent
the appointment as Director. Directors of the Company confirming that they meet the criteria of
The Policy on ‘Criteria for appointment of Directors’ independence prescribed under the Act and LODR.
and ‘Remuneration to be paid to Directors, KMP and other iv) Revision in remuneration and re-appointment of Whole
employees etc.’ may be accessed on the Company’s website at Time Directors
www.hondasielpower.com.
a. Revision in remuneration
19. Criteria of Independence
1. Subsequent to the recommendation of the
The Nomination and Remuneration Committee assesses Nomination and Remuneration Committee, the
the independence of Directors at the time of appointment / Board of Directors on February 06, 2019 have
re-appointment pursuant to the criteria laid down by the approved the revision in remuneration to be paid
Company in line with the requirements of the Act and LODR. to Mr. Hiroyoshi Sugimizu, Whole Time Director of
Determination of independence is being re-assessed when any the Company with effect from February 01, 2019 to
new interests or relationships are disclosed by a Director. March 31, 2019. The Board recommends this for
20. Declaration by Independent Directors your approval.
The Board of your Company consists of Mr. Siddharth Shriram, 2. The Board of Directors in its Meeting held on May
Mr. Manoj Arora and Ms. Alka Marezban Bharucha as Independent 28, 2019, on the recommendation of Nomination
Directors. These Directors have confirmed that they fulfill all the and Remuneration Committee approved revision
requirements as stipulated in Section 149(6) of the Act so as to in remuneration of Mr. Vinay Mittal from 01.04.2019
qualify themselves to be appointed as Independent Directors to 31.03.2020 (both days inclusive). Now the Board
under the provisions of the Act and the Rules made thereunder. recommends this for your approval.
21. Directors and Key Managerial Personnel b. Re-appointment of Whole Time Director
i) Retirement by Rotation The Board of Directors in its Meeting held on April
In accordance with the provisions of the Act and applicable 01, 2019 considered re-appointment of Mr. Hiroyoshi
Regulations issued by the SEBI, Mr. Yoshifumi Iida (DIN Sugimizu as the Whole Time Director of the Company,
07136925), Managing Director and President & CEO with effect from April 01, 2019, for a period of five
of the Company will retire by rotation at the forthcoming years, subject to the approval of the Members at the
Annual General Meeting (‘AGM’) and being eligible, offers Annual General Meeting of the Company, on the terms
himself for re-appointment. The Board recommends his and conditions as set out in the Notice convening 34th
re-appointment. Annual General Meeting.

Necessary resolution for the re-appointment of Mr. Iida As per the confirmations received from Mr. Sugimizu,
and disclosure in terms of the Secretarial Standard 2 and he is not disqualified for being appointed as Director as
LODR, are given in the Notice convening the Annual General specified in Section 164(2)(a) and (b) of the Act.
Meeting. Your Board recommends re-appointment of Mr. Hiroyoshi
As per the confirmations received from Mr. Iida, he is not Sugimizu as the Whole Time Director of the Company for
disqualified for being appointed as Director as specified in a further period of 5 years with effect from April 01, 2019.
Section 164(2)(a) and (b) of the Act. 22. Board/Directors’ Evaluation
ii) Cessation of Directors Pursuant to the applicable provisions of the Act and the LODR,
Dr. D. V. Kapur and Mr. Ravi Vira Gupta, on completion of the Board has carried out an annual evaluation of its own
their tenure of appointment, ceased to be the Directors of performance, performance of the Directors and the working of its
the Company from the close of working hours on March 31, Committees on the evaluation criteria defined by the Nomination
2019. The Board places on record its appreciation towards and Remuneration Committee (NRC) for performance evaluation
valuable contribution made by Dr. D. V. Kapur and Mr. Ravi process of the Board, its Committees and Directors, including
Vira Gupta during their tenure as Directors of the Company. Independent Directors.

iii) Appointment/re-appointment of Independent Directors The Board’s functioning was evaluated on various aspects,
including inter-alia the structure of the Board, meetings of
The Board of Directors on recommendation of the Nomination the Board, functions of the Board, degree of fulfilment of key
and Remuneration Committee has recommended responsibilities, establishment and delineation of responsibilities
appointment/re-appointment of Independent Directors to various Committees, effectiveness of Board processes,
as per the following details for approval/ratification by the information and functioning. The Committees of the Board were
Members :- assessed on the degree of fulfilment of key responsibilities,

18
 adequacy of Committee composition and effectiveness of to redress complaints reported under it. An Internal Complaints
Meetings. The Directors were evaluated on aspects such as Committee (ICC) has also been set up to redress complaints
attendance, contribution at Board/Committee Meetings and received on sexual harassment. In the Financial Year 2018-19 no
guidance/support to the Management outside Board/Committee case of sexual harassment was reported in the Company.
Meetings. The performance evaluation of Independent Directors 32. a. Code of Conduct and Ethics
was done by the entire Board of Directors excluding Independent
Director being evaluated. The Board of the Company has adopted a Code of Conduct
and Ethics for the Directors and Senior Executives of
The performance assessment of Non-Independent Directors, the Company. The object of the Code is to conduct the
Board as a whole and the Chairman were evaluated in a separate Company’s business ethically and with responsibility, integrity,
meeting of Independent Directors. The same was also discussed fairness, transparency and honesty. The Code sets out a
in the meeting of the Board. broad policy for one’s conduct in dealing with the Company,
The review concluded by affirming that the Board as a whole, the fellow Directors and Employees and in the environment
Committees of the Board as well as all of its Members, individually, in which the Company operates. The Code is available
continued to display commitment to good governance, ensuring on the Company’s website www.hondasielpower.com.
a constant improvement of processes and procedures. It was A declaration signed by the President, CEO & MD of the
further acknowledged that every individual Member of the Board Company with regard to the compliance with the Code by
and the Committee thereof contribute its best in the overall growth the Members of the Board and Senior Executives is annexed
of the organization. as Annexure–H and forms part hereof.
23. Explanations or comments on qualifications, reservations or b. Code of Conduct on Insider Trading
adverse remarks or disclaimers made by the Auditors in their The Company has instituted a comprehensive code
reports. of conduct in compliance with the SEBI regulations on
There were no qualifications, reservations or adverse remarks by prevention of insider trading. The code lays down guidelines,
the Auditors in their respective reports. which advise on procedures to be followed and disclosures
24. Deposits to be made, while dealing in shares of the Company and
cautions on the consequences of non-compliances.
The Company has not accepted any deposits from the public/
members under Section 73 of the Act read with Companies 33. Particulars of Employees
(Acceptance of Deposits) Rules, 2014 during the year. Particulars of employees and the ratio of the remuneration of
25. Buy Back of Securities each director to the median employee’s remuneration and other
details in terms of Section 197 of the Act read with Rule 5(1) of
The Company has not bought back any of its securities during the the Companies (Appointment and Remuneration of Managerial
year under review. Personnel) Rules, 2014 are annexed as Annexure–K hereof.
26. Sweat Equity Particulars of employees under Section 197(12) read with Rule
The Company has not issued any Sweat Equity Shares during 5(2) of the Companies (Appointment and Remuneration of
the year under review. Managerial Personnel) Rules, 2014, forms part of this Report.
However, in terms of Section 136(1) of the Act, the Report and
27. Bonus Shares Accounts are being sent to the members and others entitled
No Bonus Shares were issued during the year under review. thereto, excluding this statement. The details are available
28. Employees Stock Option Scheme for inspection by the Members at the Registered Office of the
Company during working hours on working days for a period of
The Company has not provided any Stock Option Scheme during 21 days before the ensuing Annual General Meeting. However, a
the year under review. copy of the Statement shall be made available to any member on
29. Significant and material orders passed by the regulators demand.
During the year under review, no significant and material orders 34. Material changes and commitments affecting the financial
were passed by the regulators or courts or tribunals impacting the position of the Company after 31st March 2019
going concern status and Company’s operations. There were no material changes and commitments affecting the
30. Corporate Governance financial position of the Company after 31st March 2019.
The Company is committed to maintain the highest standards Acknowledgements
of Corporate Governance and adhere to the same. The Act and Your Directors wish to thank and acknowledge with gratitude the
LODR, 2015 have strengthened the governance regime in the co-operation, assistance and support received from the Central
country. Your Company is in compliance with the governance Government, State Government of Uttar Pradesh, Company’s Bankers,
requirements provided under the new law and had proactively Shareholders, Dealers, Vendors, Indian and Japanese Promoters of
adopted many provisions of the new law, in time. A separate the Company and other Business Associates in the management of
section on Corporate Governance is annexed to this report as affairs of the Company.
Annexure–F
The Directors also wish to place on record their sincere appreciation
The Auditors’ Certificate certifying the Company’s compliance and gratitude towards the contribution made by each and every
with the requirements of Corporate Governance in terms of associate of the Company.
LODR, is annexed as Annexure–J and forms part of the Boards’
Report. On behalf of the Board,
for Honda Siel Power Products Limited,
31. Sexual Harassment of Women at Workplace
As per the requirement of The Sexual Harassment of Women Sd/-
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 Siddharth Shriram
(‘SHWW Act’), your Company has a robust mechanism in place Chairman

19
 Annexure - A to Board’s Report

MANAGEMENT DISCUSSION & ANALYSIS REPORT

conducted extensive demos in rural areas targeting the farming

community. This has helped to build awareness about our products
DOMESTIC BUSINESS
and show case their utility for farm operations.
GENERATOR
Opportunities
• The portable generator business, after a down turn during the
• Infrastructure growth, farm mechanization, increasing rural
earlier years is now looking up. Institutional business opportunities
incomes, Government support, scarcity of farm labour and
from Government and corporate customers are being increasingly
environmental concerns are triggers for the increasing demand of
progressed by your Company. The business during the year was
our engines and water pumps.
helped by power outages consequent to weather disturbances in
some parts of the Country. These factors helped grow sales over • The gasoline engine fuelled based pumping sets and engines are
the previous year. expected to boost demand in areas where kerosene availability is
scarce.
Opportunities
Concerns
• Improvement in Power scenario has brought focus upon primary
applications of Portable Gensets such as outdoor usage. Your • Unpredictable monsoon, uncertain subsidy policy and its allocation/
company is actively seeking such prospects and promoting its disbursal.
superior and technologically advanced products.
Outlook
• Focus on digitization of economy is dramatically changing
• Agriculture and Infrastructure sectors are expected to continue
Government’s procurement process with shift towards
receiving support from the Government.
“e-procurement” through Government’s Online Portal “e-GEM”
(Government’s Electronic Market Place). Your Company has Considering the competitive cost structure in India, the OEM market
started to receive business through this portal. for agricultural and construction segments is also developing. Your
Company is looking at increasing its presence in these segments
Concerns
by working closely with good quality manufacturers.
• All generator models of the Company operate exclusively on
BRUSH CUTTERS
gasoline. While the Company is promoting fuel efficiency advantage
of its products, rising gasoline prices are a cause of concern. • Honda Brush cutters have made a name for themselves by providing
affordable and efficient mechanized solution for farm activities like
• Power deficit has shown a declining trend and the demand for our
de-weeding and harvesting. Honda products are endowed with
products in urban areas has reduced.
environment friendly, cutting edge “4 Stroke” technology and fuel
Outlook efficient features.

• Growth of generator business is expected to be driven by • The company is planning to launch additional models suitable for
application based sales, inclement weather conditions and the heavy duty usage and also plug model gaps vs. the competition.
need for uninterrupted and portable power. Further, the rural
TILLERS
market offers opportunities for growth.
• Honda Tillers are registering promising growth and acceptability
GENERAL PURPOSE ENGINES AND WATER PUMPING SETS
across the Country.
• The Engine and Water Pump business registered growth over the
• The Honda tillers are creating a place for themselves amongst
previous year. Water pump sales, in particular, were encouraging
small farmers growing vegetables and cash crops. Tiller business
due to increasing acceptance of gasoline fuelled products and
is expected to accelerate due to availability of various Government
support for Agriculture and Horticulture sectors from various State
schemes that promote mechanization amongst small farmers.
Governments. Our gasoline engines are also making inroads into
the Construction segment. Such acceptance has boosted the • Your company has been providing Tiller attachments for multiple
Company’s efforts to gradually shift its line-up from kerosene to applications, helping boost farm productivity. The Company is
gasoline. seeking avenues to provide competitively priced attachments to
complement farmer requirement.
• Your company has also been encouraged by the increasing
acceptance of its fuel-efficient Gasoline engines and water pumps EXPORT BUSINESS
amongst rural customers.
• Generator business continues to be the highest amongst all
• Engine sales to Original Equipment Manufacturers (OEM) was product categories. Business from North American and European
impacted due to uncertain subsidy policy and its disbursement for markets is encouraging.
Agriculture centered products.
• Diversification efforts with Engines and Tillers have been successful
• In the Construction segment efforts are focused on promoting in markets such as Indonesia, Taiwan and Korea. We expect to
engines to power compact and light construction machines. This increase this business further in the future.
will lead to efficiency at the user end.

• In its endeavor to come closer to the end customer, your Company

20
Concerns HUMAN RESOURCES

• Price competitiveness in emerging markets is an area of concern. Dynamism and Customer Orientation are the key to current business
landscape. Your Company overwhelmingly embracing the dynamic
Outlook
ways and technologies for persuasion of innovative urge of associates
• Your Company is making efforts to expand the export mix with and leverage the entrepreneurial potential to create a future fit human
gasoline fuelled Water Pumps. capital and resonate the brand value. The Company is committed
to take on the challenges and making it an agile and a self - reliant
RISKS AND AREAS OF CONCERN organization and best place to work.
The Company’s Risk Management framework encompasses practices Curating the work experience is a prime factor for workforce
relating to the identification, analysis, evaluation, treatment, mitigation engagement, an important organizational growth driver. The positive
and monitoring of the strategic, external and operational controls risks trend in the engagement levels in 2018 dipstick survey is the impression
to achieve our key business objectives. of your Company’s commitment towards cultivating associate friendly
working environment.
The Company has a robust risk mitigation plan to minimize identified
risks through continuous monitoring and mitigating actions. Agile human capital availability is critical for any business. Your
Company is geared up for future growth of the organization and has
The Risk Management Committee of the Board assists the Board in its
well laid down processes and path for creating performance oriented
oversight of various risks. The Risk Management Committee reviews
culture and career enhancement opportunities. Your Company has
compliance with risk policies, monitors risk tolerance limits, reviews
focussed on bringing more transparency and objectivity in Performance
and analyzes risk exposures related to specific issues and provides
Management by emphasizing on two way communication and
oversight of risk across the organization. The Company has a Board continuous feedback system. Your Company has ceaselessly focussed
approved Operational Risk Management framework. on career development plans and worked upon succession planning
INTERNAL CONTROLS AND SYSTEMS to ease any prospective void of talent. Critical roles identification with
enduring vision of succession is instigated at middle management
Your Company has a proper and adequate system of internal controls. level and is being driven meticulously to spark the latent aptitude to
An extensive programme of internal audits and Management reviews take up higher roles in the hierarchy. Scientific assessment centres
supplements the process of internal controls. The Company maintains are used to explicitly identify and plan the leadership and functional
appropriate policies, procedures and systems to ensure orderly and competence.
efficient conduct of its business, including adherence to Company’s
Your Company ceaselessly drives the skill enhancement initiatives for
policies, safeguarding of its assets, prevention and detection of frauds
comprehensive development of associates. Your Company always
and errors, accuracy and completeness of accounting records. The
endeavours to embrace diversified talent to bring in creativity across
Internal Control System has been designed to ensure that the financial
the orgainsation. In the coming years your Company will be stringently
and other records are reliable for preparing financial and other
working towards enhancement of diversified environment. 
statements and for maintaining accountability of assets.
Your Company always believes in deeply rooted business ethics.
An independent internal audit function is an important element of
Strong Corporate Governance and Honda way of working guides
your Company’s internal control system. The internal control system
us at every step to create a culture in which associates are naturally
is supplemented through an extensive internal audit programme
disposed to act ethically.
and periodic review by Management and Audit Committee. All these
measures facilitate timely detection of any irregularities and early The Company as on March 31, 2019 had 769 associates
remedial steps. 
INFORMATION TECHNOLOGY
FINANCIAL PERFORMANCE Your company is comprehensively embracing Information Technology
During the year 2018-19 sale of products was ` 80,146 lakh as to leverage its potential and sail through the changes. Business
against ` 76,390 lakh in the previous year. This represents an increase continuity is the utmost priority. Your Company has strengthened the
of 5% in terms of value over previous year. network and data security through advance security operations centre,
wherein the installation of Advance Antivirus Patches and Operating
Profit before Tax and Exceptional Items for the year was ` 8,681 lakh System Patches has been automated in the first phase and further
as against ` 9,434 Lakh in 2017-18. multiple level security controls are planned.
There are no Key financial ratios of the Company which has significant CAUTIONARY STATEMENT
change (i.e. more than 25% change) compared to last year.
Statements in this Management Discussion and Analysis Report
Details of change in Return on Net Worth as compared to the describing the Company’s objectives, projections, estimates and
immediately previous financial year along with a detailed explanation expectations may be ‘forward looking statements’ within the meaning
thereof are as under: of applicable laws and regulations. Actual results might differ
substantially or materially from those expressed or implied. Important
FY 2018-19 FY 2017-18 developments that could affect the Company’s operations include
Change in Return on Networth
11% 14% significant changes in political and economic environment in India and
key markets abroad, tax laws, litigation, labour relations and interest
Due to stiff competition in the market in respect of major products of costs.
the Company, increase in the cost of production could not be passed
on to the customers. This has effected the profit of the Company.

21
 Annexure – B To Board’s Report

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

(a) Conservation of energy

(i) The steps taken for impact on Following energy conservation measures were taken to reduce the energy consumption:
conservation of energy 1. Installation of Time Switches in Air Washers for auto ON/OFF during the break time in
Aluminium & Assembly. Energy saving per year by this activity is 15,402 KWH (7.8%).
2. Installation of energy efficient 5.5 HP blower in place of 7.5 HP blower at ETP. Energy
saving per year by this activity is 4,413 KWH (26.7%).
3. Replacement of mercury vapor lamps and conventional street lights with LED high
bay lights and LED street lights at areas like Assembly, Paint, Weld, Press, Tool Room,
Aluminum, PCPC, PDC & Die Maintenance Alternator, CBU area etc. Energy saving per
year by this activity is 1,64,169 KWH (53.4%).
(ii) The steps taken by the Company for Construction of roof top sludge drying bed covered by transparent sheet for effective drying of
utilizing alternate sources of energy sludge (paint & waste water treatment sludge) naturally by heat from the sun.
(iii) The capital investment on energy Following capital investments were made for energy conservation equipments:
conservation equipments 1. ` 0.82 lakh- As detailed in (i) above
2. ` 25.03 lakh- As detailed in (i) above
3. ` 2.94 lakh- As detailed in (ii) above
(b) Technology Absorption
(i) The effort made towards technology - The company has availed the service of technical specialists from the foreign collaboration
absorption who impart on the job training and guidance to the Company’s engineers and technicians.
- For development of the new technology model and to improve the manufacturing quality of
in-plant /out plant parts, new manufacturing facility has been added in the following areas:
- Adoption of new emission and evaporation regulation for Europe and USA market.
- Continuously focusing on cost reduction of parts of engines
- Continuously meeting the regulation of advance countries by updating the existing
Generator Model such as:
• Meeting Canadian Evaporation Regulation.
• Meeting WEEE Directives of European Countries.
(ii) The benefits derived like product The benefits derived related to:
improvement, cost reduction, product - Meeting customer as well as regulatory requirement in all product ranges like Engine and
development or import substitution Generator
- Producing environment friendly product by managing hazardous substance.
- Cost reduction through indigenization.
- Enhancement of the sales feature of the products.
(iii) In case of imported technology Following information is furnished in case of important technology (imported during the last
(imported during the last three years three years reckoned from the beginning of the Financial Year):
reckoned from the beginning of the
Financial Year)
(a) The details of technology Manufacturing of Portable Inverter Generators, OHV General Purpose Engines, Water Pumping
imported Sets and agriculture products such as Tillers, Backpack Sprayers etc.
(b) The year of Import Technology is being imported since beginning of the collaboration agreement dated 18.10.1985,
as is renewed/revamped from time to time and valid for a period of 5 years till March 31, 2022.
(c) Whether the technology been This is in the process of being absorbed gradually.
fully absorbed
(d) If not fully absorbed, area where Technology is further to be absorbed for localization of high technology engine components
absorption has not taken place and in producing the country specific products / models like:
and the reasons thereof - For Engines- OHV Technology- Cost reduction parts.
- For Generator – Fuel Injection system technology- Increase the efficiency of parts by Value
Engineering.
- To increase the value of the product, Bluetooth and CO sensor enabled product development
- For US Market - Transfer technology of middle size engine from Honda Thailand.
- Updating existing models to Ethanol (E10) compliance.
(iv) The expenditure incurred on NIL
Research and Development
(c) Foreign Exchange Earnings and Outgo
During the year, the total foreign exchange used was ` 25,862 lakh and the total foreign exchange earned was ` 32,260 lakh.

22
 ANNEXURE-C to Board’s Report

EXTRACT OF ANNUAL RETURN

as on the financial year ended 31st March, 2019
[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN : L40103DL2004PLC203950
ii) Registration Date : 19/09/1985
iii) Name of the Company : Honda Siel Power Products Limited
iv) Category / Sub-Category of the Company : Public Listed Company
v) Address of the Registered Office and contact details : 409, Tower B, DLF Commercial Complex, Jasola, New Delhi –110025,
Tel. +91 011 41082210, 0120 2590211
vi) Whether listed company : Yes
vii) Name, Address and contact details of Registrar and M/s Mas Services Limited, T-34, 2nd Floor, Okhla Industrial Area,
Transfer Agents (RTA), if any: Phase-II, New Delhi 110020, Tel. 011-26387281-83

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

S. No. Name and description of main products NIC Code of the Products % to total turnover of the Company
1. Generators 8502 20 65
2. Engines 8413 10 9
3. Water Pumps 8413 10 14
4. Tillers/Back Pack Sprayer 8432 90/ 8424 00 1

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.N0. Name and address of the Company CIN/GLN Holding/ Subsidiary/ % of shares held Applicable
Associate Section
1 Honda Motor Co. Ltd. N. A. Holding 66.67 2(46)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of total equity)
(i) Category-wise Share Holding
Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Shareholders %
Change
Demat Physical Total % of total Demat Physical Total % of during
shares total the year
shares
A. Promoters
(1) Indian
(a) Individual/HUF 0 0 0 0 0 0 0 0 0.00
(b) Central Govt 0 0 0 0 0 0 0 0 0.00
(c) State Govt (s) 0 0 0 0 0 0 0 0 0.00
(d) Bodies Corporates 1,01,433 0 1,01,433 1.00 1,01,433 0 1,01,433 1.00 0.00
(e) Banks / FI 0 0 0 0 0 0 0 0 0.00
(f) Any Other 0 0 0 0 0 0 0 0 0.00
Sub-total (A) (1) 1,01,433 0 1,01,433 1.00 1,01,433 0 1,01,433 1.00 0.00
(2) Foreign
(a) NRIs -Individuals 0 0 0 0 0 0 0 0 0.00
(b) Other –Individuals 0 0 0 0 0 0 0 0 0.00
(c) Bodies Corporates 67,62,000 0 67,62,000 66.67 67,62,000 0 67,62,000 66.67 0.00
(d) Banks / FI 0 0 0 0 0 0 0 0 0.00
(e) Any Other 0 0 0 0 0 0 0 0 0.00
Sub-total (A) (2) 67,62,000 0 67,62,000 66.67 67,62,000 0 67,62,000 66.67 0.00
Total shareholding of
Promoter (A) = 68,63,433 0 68,63,433 67.67 68,63,433 0 68,63,433 67.67 0.00
(A)(1)+(A)(2)

23
 B. Public Shareholding
1. Institutions

(a) Mutual Funds 6,15,070 20 6,15,090 6.06 6,41,135 20 6,41,155 6.32 0.26

(b) Alternate
76,068 0 76,068 0.75 1,50,000 0 1,50,000 1.48 0.73
Investment Funds

(c) Foreign Portfolio

41,278 0 41,278 0.41 34,450 0 34,450 0.34 (0.07)
Investors

(d) Banks / FI 6,938 200 7,138 0.07 6,803 200 7,003 0.07 0

(e) Central Government 0 0 0 0 0 0 0 0 0

(f) State Government(s) 0 0 0 0 0 0 0 0 0

(g) Venture Capital

0 0 0 0 0 0 0 0 0
Funds

(h) Insurance
0 0 0 0 0 0 0 0 0
Companies

(i) FIIs 0 0 0 0 0 0 0 0 0

(j) Foreign Venture

0 0 0 0 0 0 0 0 0
Capital Funds

(k) Others 0 0 0 0 0 0 0 0 0

Sub-total (B)(1) 7,39,354 220 7,39,574 7.29 8,32,388 220 8,32,608 8.21 0.92

2. Non-Institutions

(a) Bodies Corporate

(i) Indian 2,92,874 322 2,93,196 2.89 1,23,251 322 1,23,573 1.22 (1.67)
(ii) Overseas
0 0 0 0 0 0 0 0 0

(b) Individuals
(i) Individual
18,06,445 1,50,331 19,56,776 19.29 17,00,320 1,26,099 18,26,419 18.00 (1.29)
shareholders
holding nominal
share capital upto
₹ 1 lakh
(ii) Individual
Shareholders 81,000 0 81,000 0.80 2,84,104 0 2,84,104 2.80 2.00
holding nominal
share capital in
excess of ₹ 1 lakh

(iii) NBFC registered

7,222 0 7,222 0.07 4,620 0 4,620 0.05 (0.02)
with RBI

(c) Others
28,664 0 28,664 0.28 20,581 0 20,581 0.20 (0.08)
- Clearing Members

NRI 1,11,083 21,737 1,32,820 1.31 1,22,778 19,634 1,42,412 1.40 0.09

Trust 4,462 0 4,462 0.04 5,080 0 5,080 0.05 0.01

IEPF 35,924 0 35,924 0.35 40,241 0 40,241 0.40 0.05

Sub-total (B)(2) 23,67,674 1,72,390 25,40,064 25.04 23,00,975 1,46,055 24,47,030 24.13 (0.90)

Total Public
Shareholding 31,07,028 1,72,610 32,79,638 32.33 31,33,363 1,46,275 32,79,638 32.33 0.00
(B)=(B)(1)+(B)(2)

C. Shares held by
Custodian for NOT APPLICABLE
GDRs & ADRs

Grand Total
99,70,461 1,72,610 1,01,43,071 100 99,96,796 1,46,275 1,01,43,071 100 0
(A+B+C)

24
 (ii) Shareholding of Promoters

S. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change
No. in share
holding
during
the year

No. of % of total % of shares No. of % of total % of shares

Shares shares pledged / Shares Shares pledged/
of the encumbered of the encumbered
Company to total shares Company to total shares

1. Honda Motor Co., Ltd., 67,62,000 66.67 NIL 67,62,000 66.67 NIL NIL
Japan

2. Usha International Limited 1,01,433 1.00 NIL 1,01,433 1.00 NIL NIL

(iii) Change in Promoters’ Shareholding

There were no changes in promoter shareholding during the Financial Year 2018-19.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters)

S. Name of Shareholder Shareholding at the Change in shareholding Cumulative Shareholding

No. beginning of the year (No. of Shares) during the year

No. of shares % of total Increase Decrease No. of % of total

shares of the shares shares of the
Company
Company

1 Reliance Capital Trustee Co. Ltd. 5,93,070 5.85 35,539 - 6,28,609 6.20

2 IIFL RE Organize India Equity 76,068 0.75 73,932 - 1,50,000 1.48

Fund

3 Jayantilal Premji Shah 30,000 0.30 - - 30,000 0.30

4 Laxmichand Kunverji Kenia 30,000 0.30 - - 30,000 0.30

5 Amit Jasani 21,000 0.21 - - 21,000 0.21

6 Pulkit. N. Sekhsaria 20,000 0.20 - - 20,000 0.20

7 F L Dadabhoy 19,200 0.19 - - 19,200 0.19

8 Panna Bankim 19,000 0.19 - - 19,000 0.19

9 Parag P Parekh HUF 15,000 0.15 2,500 - 17,500 0.17

10 The Emerging Markets 16,298 0.16 478 - 16,776 0.17

TOTAL 8,39,636 8.30 1,12,449 - 9,52,085 9.41

Change in shareholding of top ten shareholders since April 01, 2018 onwards

11 Param Capital Research Pvt. Ltd. 1,26,869 1.25 - 1,26,869 0 0

12 IDBI Focused 30 Equity Fund 22,000 0.22 - 9,474 12,526 0.12

25
 (v). Shareholding of Directors and Key Managerial Personnel:

S. Name of the Director/ For Each of the Directors and Shareholding at the Cumulative Shareholding
No. KMP KMP beginning of the year during the year

No. of % of total No. of % of total

shares shares of the shares shares of
Company the Company

1. Mr. Siddharth Shriram At the beginning of the year 50 Negligible 50 Negligible

Date wise Increase/Decrease

in Shareholding during the year
specifying the reasons for increase/ 0 0 0 0
decrease (e.g. allotment/transfer/
bonus/ sweat equity etc.)

At the end of the year 50 Negligible 50 Negligible

2. Ms. Sunita Ganjoo At the beginning of the year 1 Negligible 1 Negligible

Date wise Increase/Decrease

in Shareholding during the year
specifying the reasons for increase/ 0 0 0 0
decrease (e.g. allotment/transfer/
bonus/ sweat equity etc.)

At the end of the year 1 Negligible 1 Negligible

V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
The Company had no indebtedness with respect to secured or unsecured loans of deposits during the Financial Year 2018-19.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole Time Directors

S. No. Particulars of Remuneration Name of MD/WTD Total

Amount (`)
Yoshifumi Iida Hiroyoshi Sugimizu Vinay Mittal

1. Gross salary (₹)

(a) Salary as per provisions contained in

1,99,79,785 1,95,88,142 1,18,04,349 5,13,72,276
section 17(1) of the Income Tax Act,1961

(b) Value of perquisites u/s 17(2) of Income

35,10,596 10,12,398 4,91,191 50,14,185
Tax Act, 1961

(c) Profits in lieu of salary under section 17(3) of

0 0 0 0
the Income Tax Act, 1961

2. Stock Option NIL NIL NIL NIL

3. Sweat Equity NIL NIL NIL NIL

Commission
4. - as % of profit NIL NIL NIL NIL
- others

5. Others (Exempted Benefits) (₹) 5,92,892 5,12,776 3,60,417 14,66,085

Total (A) 2,40,83,273 2,11,13,316 1,26,55,957 5,78,52,546

In terms of the provisions of the Companies Act, 2013, the remuneration

payable to Managing Director, President & CEO and whole Time Directors
Ceiling as per the Act
shall not exceed 10% of the net profit of the Company. The remuneration
paid is well within the said limit.

26
 B. Remuneration to other directors:

Particulars of Remuneration Name of Directors Total Particulars of

(1) Amount remuneration paid to
(`) other Non-Executive
Directors
(2)

Independent Directors D.V. Kapur Ravi Vira Manoj Arora Alka

Gupta Masezban Siddharth Shriram
Bharucha

Fee for attending Board Meeting 3,00,000 3,00,000 3,00,000 1,20,000 10,20,000 3,00,000

Audit Committee 2,40,000 2,40,000 2,40,000 1,20,000 8,40,000 -

Stakeholders Relationship
Committee 2,00,000 - - - 2,00,000 2,00,000

Nomination and Remuneration

Committee 1,00,000 - 1,00,000 - 2,00,000 1,00,000

Board Committee on Financial

Matters - - - - - 50,000

CSR Committee - - 50,000 - 50,000 50,000

Independent Director’s Meeting 50,000 50,000 50,000 50,000 2,00,000 -

Commission NIL NIL NIL NIL NIL NIL

Total (1) 8,90,000 5,90,000 7,40,000 2,90,000 25,10,000 -

Total (2) 7,00,000

Total (B)=(1+2) 32,10,000

Total Managerial Remuneration A+B 6,10,62,546*

Overall Ceiling as per the Act In terms of the provisions of the Companies Act, 2013, the remuneration payable to Directors other
than Executive Directors Shall not exceed 1% of the net profit of the Company. The remuneration paid
is well within the said limit.
*Total remuneration to Managing Director and President & CEO, Whole Time Directors and Directors (being the total of A and B)

C. Remuneration to Key Managerial Personnel other than Managing Director and President & CEO and Whole Time Directors

S. Particulars of Remuneration Key Managerial Person

No. Sunita Ganjoo
1 Gross salary (₹)
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 12,82,127
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 -
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 -
2 Stock Option NIL
3 Sweat Equity NIL
4 Commission
- as % of profit NIL
- others
5 Others : Exempted Benefits (₹) 1,62,301
Total (`) 14,44,428

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties/punishments/compounding of offences for breach of any Section of the Companies Act, 2013 against the Company
or its Directors or other Officers in default, if any, during the year 2018-19.

27
 Annexure - D to Board’s Report
To,
The Members
Honda Siel Power Products Limited
CIN: L40103DL2004PLC203950
409, DLF Tower B
Jasola Commercial Complex
New Delhi-110025

We have examined the relevant registers, records and documents maintained and made available to us by Honda Siel Power Products Limited
(“the Company”) for the period commencing from 1st April, 2018 to 31st March, 2019 for the issuance of Secretarial Audit Report for the financial
year 2018-19, required to be issued under Section 204 of the Companies Act, 2013 read with Rule No. 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the various compliances, but the
maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.

We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of
the secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion and the compliance of
the provisions of Corporate and other applicable laws, rules and regulations is the responsibility of the management. Our examination was limited
to the verification of procedures on test basis.

Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For TVA & Co. LLP
Company Secretaries

Delhi, May 28, 2019

Sd/-
Tanuj Vohra
Partner
M. No.: F5621, C.P. No.: 5253

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Re-
muneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Members
Honda Siel Power Products Limited
CIN: L40103DL2004PLC203950
409, DLF Tower B
Jasola Commercial Complex
New Delhi-110025
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
by Honda Siel Power Products Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company
and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit,
we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019 complied
with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year
ended on 31st March, 2019 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-Laws framed thereunder;
(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;

28
 (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with the client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares ) Regulations, 2009; and
(h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018;
(vi) Other laws as specifically applicable to the Company:-
(a) The Explosives Act, 1884 and Rules made thereunder;
(b) The Boilers Act, 1923 and Rules made thereunder;
(c) The Petroleum Act, 1934 and Rules made thereunder;
(d) The Electricity Act, 2003 and Rules made thereunder; and
(e) Fire Prevention and Fire Safety Act and Indian Standard Code of practice for selection, installation and maintenance of
portable first aid fire extinguishers.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by the Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Ltd. and National Stock Exchange of India Ltd. (NSE).
We further report that during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. No change in the composition of the Board of Directors took place during the period under review. However,
the re-appointment of Independent Director made during the period under review is in compliance with the provisions of the Act.
We further report that adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent
at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting. Decisions carried through by the Board do not have any dissenting views and hence no
relevant recordings were made in the minutes book maintained for the purpose.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company
to monitor and ensure compliance with applicable laws, rules, regulations and guidelines framed thereunder.
We further report that during the audit period, there were no specific events/actions in pursuance of the above referred laws, rules, regulations,
guidelines, standards, etc, having a major bearing on the Company’s affairs.
For TVA & Co. LLP
Company Secretaries
Delhi, May 28, 2019
Sd/-
Tanuj Vohra
Partner
M. No.: F5621, C.P. No.: 5253

29
 Annexure – E to Board’s Report

Annual Report on CSR Activities of the Company

1. A brief outline of the Company’s CSR Policy, The Company’s CSR Policy has been framed within the objectives prescribed under
including overview of projects or programs Schedule VII of the Companies Act, 2013 as per the following vision and Objective:
proposed to be undertaken and a reference to 1. Vision:
the web link to the CSR policy and project or
programmes To be an active contributor in raising the Country’s human development index and
fulfill the role of a Socially Responsible Corporate, with environment concerns.
2. Objective:
2.1. To align and integrate the Honda –CSR activities with the Honda philosophy
and make them outcome oriented.
2.2. To sustain and continuously improve the quality of life and economic well
being of the local populace.
2.3. To create a brand image of Honda which society will want to exist.
2.4. CSR activities proposed to be undertaken by the Company shall be in
pursuance to Section 135 read with Schedule VII of the Companies Act,
2013.
The policy is also posted on the Company’s website at https://www.hondasielpower.com.
2. The Composition of the CSR Committee Name Category/Director
Mr. Siddharth Shriram Independent Chairman
Mr. Manoj Arora Independent Member
Mr. Yoshifumi Iida Executive Member
Mr. Vinay Mittal Executive Member

Corporate Social Responsibility Committee has been reconstituted w.e.f. April 01, 2019
as detailed in the Board Report.

3. Average net profit of the Company for last three ₹ 9,233.09 Lakh
years (Amount in ₹ Lakh)
4. Prescribed CSR Expenditure (two per cent of the ₹ 184.66 Lakh
amount as in item 3 above) (amount in ₹ Lakh)
5. Details of CSR spent during the year ₹ 184.66 Lakh

1) Amount to be spent for the year

2) Amount Unspent, if any NIL

3) Manner in which the amount spent a. ₹ 50 Lakh contributed towards Prime Minister’s National Relief Fund for providing
during the financial year financial assistance to the flood area in State of Kerala.
b. ₹134.66 Lakh contributed towards Prime Minister’s National Relief Fund.

This is to state that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

Sd/- Sd/-
Yoshifumi Iida Siddharth Shriram
President, CEO & MD Chairman CSR Committee

30
 Annexure- F to Board’s Report
REPORT ON CORPORATE GOVERNANCE

1. Company’s Philosophy on Code of Governance

Corporate Governance ensures fairness, transparency and integrity of the Management. The Company believes that it is imperative to
manage the business and its affairs in the most transparent manner with a firm commitment to our values. Sound Corporate Governance is
critical for enhancing and retaining investor trust and thus seeks to ensure that its performance goals are met with integrity. The Company
maintains highest levels of transparency, accountability and good Management practices through the adoption and monitoring of corporate
strategies, goals and procedures to comply with its legal, social and ethical responsibilities. The Company is always working towards building
trust with shareholders, employees, customers, suppliers and all other stakeholders based on the principles of good Corporate Governance.

The Company strives to foster a corporate culture in which high standards of ethical behavior, individual accountability and transparent
disclosures are ingrained in all its business dealings and shared by its Board of Directors, Management and Employees at all levels.

The Company has set to itself the objective of expanding its capacities and becoming globally competitive in its business. The Company is
committed to meet the aspirations of all the stakeholders. This is also embodied in the corporate vision of the Company, which states that
“Honda Siel Power Products Limited would like to be a Company which society wants to exist.”

The Directors fully endorse and support the essentials of Corporate Governance and accordingly herein below give a true and fair report on
Corporate Governance.

2. Board of Directors

The Board of Directors is at the core of Corporate Governance practices. The Board is entrusted with the ultimate responsibility of
management, general affairs, direction and performance of the Company and has been vested with the requisite powers, authorities and
duties. Your Company firmly believes that Board Independence is essential to bring objectivity and transparency in the management and in
the dealing of the Company.

The Company has established systems and procedures to ensure that its Board is well informed and well equipped to fulfill its overall
responsibilities and to provide Management with the strategic direction needed to create long term shareholders value.

The Board of your Company is broad-based and diversified, presently consisting of six members. The Board has an ideal composition. It
consists of three Executive Directors and three Non-Executive Directors, including a woman director. Three Non-Executive Directors are
Independent i.e. they do not have any material pecuniary relationship or transactions with the Company, its Promoters, its Management or
related persons except receiving sitting fees for attending the meetings of the Board, which in the opinion of the Board will not affect the
independence of judgement of the said Directors. The Board Members possess the skills, experience and expertise necessary to guide the
affairs of the Company.

None of the Independent Directors of the Company serves as an Independent Director in more than seven listed Companies.

Particulars of the Directors who are being appointed / re-appointed at the ensuing Annual General Meeting (‘AGM’) in terms of the Secretarial
Standard 2 issued by the Institute of company Secretaries of India (Secretarial Standard), the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the Regulations) are provided in the notice convening the AGM.

Board Meetings

There is a well-organised system for seeking Board approval, which facilitates and provides room for sound and informed decision making
by the Board and its Committees. Agenda and other relevant reports are circulated at least seven days ahead of the meeting. The quantum
and quality of information supplied by the Management to the Board goes well beyond the minimum requirement stipulated under companies
Act, 2013 (“the Act”), Secretarial Standards and the Regulations. Where expedient, the Board also approves resolutions by way of circulation
between two successive Board meetings.

During the year under review, five Board Meetings were held on May 24, 2018; August 13, 2018; October 29, 2018; December 20, 2018 and
February 06, 2019. During the year, two resolutions by circulation were passed by the Board of Directors on August 20, 2018 and March 25,
2019 respectively. All statutory and other important items/ information were placed before the Board for approval/review.

The composition of the Board of Directors, attendance of the Directors at the Board Meetings and Annual General Meeting, number
of Directorships in Indian Public Limited Companies, Name of the listed companies where director is holding directorship, Category of
directorship in other listed companies and Membership of Committee(s) (Audit and Stakeholders Relationship Committee) of the Board of
such Companies are as follows:

31
 S. No. Name of the Category Attendance No. of Board Number of Number of Name of other Category of Number of Number
Director/ at the last Meetings directorship directorship listed companies directorship Committees of shares
Member AGM attended in other public in other listed where he/she is a in other listed Membership held
Companies companies director companies including
(Chairmanship)
1 Siddharth ID/NED* Yes 5 1 Nil Nil NA 2(1) 50
Shriram
2 D. V. ID/NED Yes 5 1 1 DLF Ltd. 1. ID 4(3) Nil
Kapur**
3 Ravi Vira ID/NED Yes 5 3 3 1. Seshasayee 1. ID/NED 3(1) Nil
Gupta** Paper &
Boards
Limited

2. DCM Limited 2. ID/NED

3. The Delhi
Safe
3. ID
Deposits
Company
Limited
4 Manoj ID/NED Yes 5 1 Nil NA NA 2 Nil
Arora
5 Alka ID/NED Yes 2 8 4 1. Ultratech 1. ID 8(3) Nil
Marezban Cement Ltd.
Bharucha
2. Birlasoft Ltd. 2. ID

3. Hindalco
Industries 3. ID
Ltd.

4. Orient
Electric Ltd 4.ID
6 Yoshifumi Non-ID/ Yes 4 Nil Nil NA NA 2 Nil
Iida ED
7 Hiroyoshi Non-ID/ Yes 3 Nil Nil NA NA Nil Nil
Sugimizu ED
8 Vinay Non-ID/ Yes 5 Nil Nil NA NA 1 Nil
Mittal ED

* Appointed as Independent Director w.e.f. 1st April, 2019

**Ceased to be directors from 1st April, 2019.

ID- Independent Director ED- Executive Director NED- Non- Executive Director

Note:
a. Directorships held by Directors as mentioned above do not include Alternate Directorship, Directorships of Foreign Companies, Section 8
Companies and Private Limited Companies.

b. In accordance with Regulation 27 of the Regulations, Membership (Chairmanship) of Audit Committee and Stakeholders Relationship
Committee of Public Limited Companies have been considered.

c. None of the Directors is a member of more than ten Board Level Committees of Public Limited Companies in which they are Directors nor is
Chairman of more than five such Committees.

d. There has been no inter-se relationship between or among directors of the Company.

Dr. D. V. Kapur, Independent Director and Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee attended the Annual General Meeting of the Company.

The Company does not pay any remuneration to its Non-Executive / Independent Directors except ₹ 60,000/- (Rupees Sixty Thousand only)
per Meeting as sitting fees for attending Meetings of the Board and Audit Committee Meetings and ₹ 50,000/- (Rupees Fifty Thousand only) per

32
Meeting as sitting fees for attending meetings of its other Committees. No commission on the net profit of the Company is paid to any Director.
There are no pecuniary relationships or transactions of the Non-Executive Directors vis-à-vis the Company.

A certificate from a Company Secretary in Practice as annexed in Annexure - G has been taken that none of the Directors on the Board of the
Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Board/Ministry of Corporate
Affairs or any such statutory authority.

Board Skills Matrix

The Board of Honda Siel Power Products Limited is ultimately responsible for the oversight and review of the management and overall governance
of the Company. Accordingly, the Board has created the following matrix which captures the key skills and diversity attributes of the Board
members which it believes are critical to succeeding in its objectives. The Company’s Board presently possesses the below attributes:

General Governance Technical Industry Experience Diversity

• Board efficiency and • Understanding of • Health and Safety • Manufacturing • Gender diversity
effectiveness legal, ethical and • Supply Chain • Logistics / • Optimal mix of
• General fiduciary duties • Marketing, sales and distribution/supply skills, expertise and
management • Risk management customer service – Chain experience
• Global/emerging in relation to power • International Trade
markets management products industry
experience • Financial
• Manufacturing /
engineering acumen
In the opinion of the Board, the Independent Directors fulfil the conditions as specified in the Regulations and are Independent from Management.

During the year, none of the Independent Director has resigned before the expiry of his/her tenure as Independent Director of the Company.

One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-appointment as prescribed under the Act and
in terms of the Articles of Association of the Company.

Familiarization Programme for Independent Directors

The Directors of the Company are updated periodically on the Company’s operations and other information including those pertaining to statutes
/ legislations and economic environment and on matters affecting the Company, to enable them to take well-informed and timely decisions.

Further, the familiarization programme for Independent Directors in terms of Regulation 25(7) of the Regulations is uploaded on the website of the
Company and can be accessed at www.hondasielpower.com.

Meeting of Independent Directors

During the year, the Independent Directors (IDs) met once on February 06, 2019, without the presence of Non-Independent Directors and
members of the Management. At this meeting, the IDs inter-alia evaluated the performance of the Non-Independent Directors and the Board
of Directors as a whole, evaluated the performance of the Chairman of the Board and discussed aspects relating to the quality, quantity and
timeliness of the flow of information between the Company, the Management and the Board.

Committees of the Board

Details of the Committees constituted by the Board are as follows:

. Audit Committee; 2. Stakeholders Relationship Committee; 3. Nomination and Remuneration Committee; 4. Corporate Social
1
Responsibility Committee; 5. Board Committee on Financial Matters; 6. Risk Management Committee

Each of these Committees function within the defined terms of reference and the minutes of the Committee Meetings are put up to the Board
for noting at its Meeting held subsequent to the date of such meetings. The role and composition of these Committees, including the number of
meetings held during the financial year and the attendance of its members are provided below:

i. Audit Committee

The primary objective of the Committee is to monitor and provide an effective supervision of the Management’s financial reporting process,
to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee
is also responsible for evaluation of internal financial control system, risk management, performance of statutory and internal auditors and
internal audit functions.

Composition of the Audit Committee and terms of reference meet with the requirements of Regulation 18 of the Regulations and provisions of
the Act. The terms of reference to the Audit Committee as approved by the Board are available on our website at www.hondasielpower.com.

The Chief Financial Officer, Statutory Auditors, Internal Auditors and Cost Auditors attend the meetings of Audit Committee. Company
Secretary acts as the Secretary to the Committee.

33
 During the Financial Year 2018-19, Audit Committee met four times on May 24, 2018; August 13, 2018; October 29, 2018 and February 06,
2019. A resolution by circulation was passed on March 28, 2019 by the Committee. The Board accepted all the recommendations made by
the Audit committee. Constitution of the Committee and attendance of the members at the meetings were as under:

Name of the Member Status Number of Meetings Attended

Dr. D. V. Kapur Chairman 4
Mr. Ravi Vira Gupta Member 4
Mr. Yoshifumi Iida Member 3
Mr. Manoj Arora Member 4
Ms. Alka Marezban Bharucha Member 2

Pursuant to retirement of Dr. D. V. Kapur and Mr. Ravi Vira Gupta, the Committee has been re-constituted effective April 01, 2019.

ii. Nomination and Remuneration Committee

In terms of Section 178 of the Act and the Regulations, the Company has constituted the Nomination and Remuneration Committee. The
Committee mainly discharges the duties related to recommendation regarding nomination of Directors to the Board, formulating criteria
for determining qualifications, attributes and independence of Directors, formulation of criteria for performance of Directors and further
submission of report thereon to the Board.

The remuneration paid to the executive Director is determined keeping in view his/her professional qualification, relevant industry experience,
size of the Company and current remuneration standards for such senior executive positions in the relevant industry. Perquisites and
retirement benefits are paid according to the Company’s policy as applicable to the employees.

In compliance with requirements of the Act, the Constitution, terms of reference, role and scope of Committee are in line with those prescribed
by the Act and Regulation 19 of the Regulations and are available on our website at www.hondasielpower.com. The Chairman of the
Committee is an Independent Director.

The Company Secretary acts as the Secretary to the Committee.

During the year under review, the Committee met on May 24, 2018 and February 06, 2019.

Constitution of the Committee and attendance of the members at the meetings were as under:

Name of the Member Status No. of Meetings attended

Dr. D.V. Kapur Chairman 2
Mr. Siddharth Shriram Member 2
Mr. Manoj Arora Member 2

Pursuant to retirement of Dr. D. V. Kapur, the Committee has been re-constituted effective April 01, 2019.

Performance Evaluation Criteria

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Independent Directors and other
directors, Board as a whole and the Committees thereof. The criteria for performance evaluation cover the areas relevant to their functioning
as Independent Directors or other Directors, Member of Board or Committees of the Board.

In accordance with the evaluation framework laid down by the Nomination and Remuneration Committee, the Board undertook the evaluation
of its own performance, its Committees and all the individual Directors, including Independent Directors. The evaluation of the performance
of each Director was based on level of participation in meetings, understanding the roles and responsibilities, the strategic issues and
challenges in the Company.

The Independent Directors at their meeting also discussed the performance of the Non-Executive Directors including the Chairman of the
Board. Based on the above broad parameters, the effectiveness of the Board and its Committees were found satisfactory.

The performance evaluation of Independent Directors was done by the entire Board of Directors excluding Independent Director being evaluated.
Broad parameters for reviewing the performance of Independent Directors amongst other include participation at the Board/Committee
meetings, understanding their roles and responsibilities and business of the Company, effectiveness of their contribution/ commitment, effective
management of relationship with stakeholders, integrity and maintaining of confidentiality, exercise of independent judgment in the best interest
of the Company, ability to contribute to and monitor corporate governance practice, adherence to the code of conduct for Independent directors,
bringing independent judgement during board deliberations on strategy, performance, risk management etc.

The evaluation of the Performance of Board was based on Board composition, experience & competencies, understanding of business
and competitive environment, quality of discussions at the Board Meetings, time spent by the Board on the Company’s long term goals and
strategies.

34
 Details of remuneration paid to Directors for the year 2018-19

A. Executive Directors

The details of the remuneration paid to the Whole Time Director(s) during the year 2018-19 are as under:

Name Salary Benefits Bonus Stock Options Fixed Variable Pay Service
Components Contract
Amount in ₹ Amount in ₹
Yoshifumi Iida 9,00,000 1,41,83,273 0 0 90,00,000 - 01.04.2015 to
31.03.2020
Hiroyoshi 9,00,000 1,26,73,316 0 0 75,40,000 - 01.04.2014 to
Sugimizu 31.03.2019*
Vinay Mittal 43,48,176 12,21,274 0 0 63,39,763 7,46,744 01.04.2017 to
31.03.2022

*Re-appointed as Whole Time Director of the Company, by the Board of Directors for a further period of five years i.e. w.e.f. 01.04.2019 to
31.03.2024, subject to approval by Shareholders at the forthcoming Annual General Meeting of the Company.

B. Non-Executive Directors

The Non-Executive Directors receive sitting fees for attending the meetings of the Board and Committees thereof.

Details of sitting fees paid during the year 2018-19 for attending the Meetings of Board of Directors and of its Committees were as under:

(Amount in `)

Name of the Board Audit Stakeholders Nomination CSR Board Independent Total
Director Committee Relationship and Committee Committee Directors
Committee Remuneration on Financial
Committee Matters
Mr. Siddharth 3,00,000 - 2,00,000 1,00,000 50,000 50,000 - 7,00,000
Shriram
Dr. D. V. Kapur 3,00,000 2,40,000 2,00,000 1,00,000 - - 50,000 8,90,000
Mr. Ravi Vira 3,00,000 2,40,000 - - - - 50,000 5,90,000
Gupta
Mr. Manoj Arora 3,00,000 2,40,000 - 1,00,000 50,000 - 50,000 7,40,000
Ms. Alka 1,20,000 1,20,000 - - - - 50,000 2,90,000
Marezban
Bharucha

There are no pecuniary relationships or transactions of the non-executive Directors vis-à-vis the Company.

iii. Stakeholders Relationship Committee

The remit of the Committee as prescribed under Regulation 20 of the Regulations & SEBI (Listing Obligations and Disclosure Requirements)
Amendment Regulations, 2018 (Amendment Regulations) is to consider various aspects of interest of the security holders of the Company,
including resolving complaints relating to transfer of shares, consolidation, splitting, transmission (except for cases of transmission where
the heirs of the deceased shareholder do not produce full documentary evidence of their title to shares), re-materialization of shares,
endorsement on fully paid share certificates which have further been sub-delegated by the Committee to the Company Secretary of the
Company.

Composition of the Stakeholders Relationship Committee and terms of reference meet with the requirements of the Regulation 20 of the
Regulations and provisions of the Act.

During the Financial Year 2018-19, the Committee met four times on May 24, 2018; August 13, 2018; October 29, 2018 and February 06,
2019. Composition of the Committee and attendance of the members at the meetings were as follows:

Name of the Member Status No. of Meetings attended

Dr. D. V. Kapur Chairman 4
Mr. Siddharth Shriram Member 4
Mr. Yoshifumi Iida Member 3
Mr. Vinay Mittal Member 4

35
 Pursuant to retirement of Dr. D. V. Kapur, the Committee has been re-constituted effective April 01, 2019.
The Company Secretary acts as the Secretary to the Committee.
• Resolutions by Circulation were passed on: April 13, 2018; May 07, 2018; September 04, 2018; October 12, 2018; December 12, 2018;
January 23, 2019; January 25, 2019; February 04, 2019; February 11, 2019; March 11, 2019 and March 18, 2019.
Compliance Officer
Ms. Sunita Ganjoo, Company Secretary is the Compliance Officer for complying with the requirements of SEBI (Prohibition of Insider Trading)
Regulations, 2015 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Investor Grievance Redressal
As on March 31, 2019, your Company had 16,494 investors. During the year under review, the status of complaints was as follows:

Number of investor Number of investor Number of investor Number of investor Number of investor
Complaints pending complaints received complaints disposed complaints not redressed complaints pending
at the beginning of the during the year off during the year upto the satisfaction of at the end of the
year shareholders during the year year
0 16 15 0 1

iv. Corporate Social Responsibility Committee

The Committee discharges the duties stipulated under Section 135 of the Companies Act, 2013 which includes formulation and recommendation
to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company as per Schedule VII
to the Act; recommendation of the amount of expenditure to be incurred; and monitoring the CSR Policy of the Company.
During the year under review, Corporate Social Responsibility Committee met once on February 06, 2019. The resolutions by circulation were
passed on August 20, 2018 and March 28, 2019 by the Committee.
Composition of the Committee and attendance of the members at the meeting is as under:

Name of the Member Status No. of Meetings Attended

Mr. Siddharth Shriram Chairman 1
Mr. Yoshifumi Iida Member 1
Mr. Vinay Mittal Member 1
Mr. Manoj Arora Member 1
The Committee has been re-constituted effective April 01, 2019.
The Company Secretary acts as the Secretary to the Committee.
v. Board Committee on Financial Matters
The terms of reference inter-alia include opening and closing of bank accounts, investment of surplus funds, authorization to Company’s
personnel for operation of Bank accounts etc.
The Board Committee on Financial Matters met once during the year on July 02, 2018. Attendance of the Members at the meeting was as
follows:

Name of the Member Status No. of Meetings attended

Mr. Yoshifumi Iida Chairman 1
Mr. Siddharth Shriram Member 1
Mr. Vinay Mittal Member 1
Mr. Hiroyoshi Sugimizu Member 1
The Committee has been re-constituted effective April 01, 2019.

The Company Secretary acts as the Secretary to the Committee.

vi. Risk Management Committee

The Company has voluntarily constituted Risk Management Committee including a non-board member for ensuring better Corporate
Governance practices. The roles and responsibilities of the Committee are prescribed under Regulation 21 of the Regulations and Amendment
Regulations, 2018 which include monitoring and reviewing of risk management plan covering cyber security and reporting the same to the
Board of Directors periodically as it may deem fit. The Risk Management plan is being monitored by the Committee of the Company. The
Board of Directors review the Risk Management Plan annually.

During the Financial year, the Committee met once on March 29, 2019. Constitution of the Committee and attendance of the members at the
meeting was as follows:

36
 Name of the Member Status No. of meetings attended
Mr. Yoshifumi Iida, President, CEO & MD Chairman 1
Mr. Vinay Mittal, Whole Time Director & CFO Member 1
Mr. Nitin Jain, Assistant General Manager Member 1

3. Code of Conduct
Guided by the fundamental belief of “Respect for the Individual” and “The Three Joys” (“The Joy of Buying, “The Joy of Selling”, “The Joy
of Creating”), the Company has laid down Honda Conduct Guidelines that serve as a guide for the business actions in a global, complex
and changing environment. The Code sets forth Company’s commitment to the principles of business ethics and transparency in all areas of
activity and establishes a set of principles and guidelines for conduct, designed to ensure ethical and responsible behavior.
Further, in compliance with the Regulations, the Company’s Board has laid down a code of conduct for all Board members and designated
senior management of the Company. The code of conduct is available on the website of the Company at www.hondasielpower.com. All
Board members and senior management personnel have affirmed compliance with the code of conduct. A declaration signed by the Chief
Executive Officer to this effect is attached to this report.
In terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 and ammendments thereto the Company has formulated a Code of
Conduct to regulate, monitor and report trading by insiders to deter the insider trading in the securities of the Company based on the
unpublished price sensitive information. The Code envisages procedures to be followed and disclosures to be made while dealing in the
securities of the Company. During the year under review, there has been due compliance with the provisions of the aforementioned Code
which is available on website of the Company at www.hondasielpower.com.
4. General Body Meetings
The last three Annual General Meetings of the Company were held as under:

Financial Year Date Time Location Special Resolution Passed

2017-18 August 13, 2018 1100 hours Kamani Auditorium No special resolution was passed
2016-17 August 04, 2017 1100 hours No. 1, Copernicus No special resolution was passed
Marg, New
2015-16 August 11, 2016 1245 hours Delhi-110001 Adoption of new set of Articles of Association

No resolution was passed through Postal Ballot during the year 2018-19. The Company as on the date of this report is not envisaging to pass
any resolution though Postal Ballot.
5. Means of Communication
1. The quarterly, half-yearly and annual results of the Company are published in leading newspapers in India, viz,
Business Standard English & Hindi (Edition). The Company has sent financial results to the Stock Exchanges within the stipulated time of
closure of the meeting in which these were approved by the Board of Directors of the Company.
2. The results of the Company are displayed on the Company’s website www.hondasielpower.com and website of National Stock Exchange
of India Ltd. (www.nseindia.com), BSE Limited (www.bseindia.com). The Company’s website also displays the official news releases
as and when these are released.
3. The Company made no presentation to the Analysts during the Financial year 2018-19.
4. Annual Report containing inter-alia, Financial Statements, Board’s Report, Auditors’ Report and other important information is circulated
to Members and others entitled thereto. The Management Discussion & Analysis Report forms part of the Annual Report and is provided
as Annexure-A in this Annual Report.
6. General Shareholders’ Information
i. 34th Annual General Meeting
Day, Date & Time : Wednesday, August 07, 2019, 11:00 A.M.
Venue : Kamani Auditorium, 1, Copernicus Marg, New Delhi-110001.
Financial Year : Year ended March 31, 2019
Book Closure : August 01, 2019 to August 07, 2019 (both days inclusive)
Dividend Payment Date : September 04, 2019
ii. Tentative Financial Calendar 2019-20 (Subject to change)
The tentative dates for approval of Unaudited / Audited Financial Results for 2019 - 20, are as follows:
Quarter ending June 30, 2019 2nd week of August, 2019
Quarter ending September 30, 2019 2nd week of November, 2019
Quarter ending December 31, 2019 2nd week of February, 2020
Quarter ending March 31, 2020 Last week of May 2020 (Audited)

37
 iii. Dividend Details
Unclaimed dividends up to financial year 1994-95 have been transferred to the General Revenue Account of the Central Government
and for the financial years 1995-96 to 2010-11 to Investor Education and Protection Fund constituted by the Central Government. Details
of unclaimed dividend as on March 31, 2019 are given hereunder:

Period Rate (%) Date of declaration Date of payment Unclaimed dividend (`)
2011-12 90 31-08-2012 21-09-2012 7,23,096.00
2012-13 40 05-08-2013 02-09-2013 3,93,500.00
2013-14 40 05-08-2014 02-09-2014 4,04,572.00
2014-15 60 12-08-2015 08-09-2015 5,71,512.00
2015-16 60 11-08-2016 07-09-2016 5,81,148.00
2016-17 75 04-08-2017 01-09-2017 7,71,090.50
2017-18 90 13-08-2018 10-09-2018 7,73,802.00
iv. Listing on Stock Exchanges and Stock Codes
The names and addresses of the Stock Exchanges on which the equity shares of the Company are listed and the respective stock
codes are as under:

Name & Address of the Stock Exchange Stock Code

BSE Limited (BSE), Phiroze Jeejeebhoy Towers, 25 Floor, Dalal Street, Fort, Mumbai – 400 001.
th
522064
The National Stock Exchange of India Ltd. (NSE), 5th Floor, Exchange Plaza, Bandra Kurla Complex, Bandra
HONDAPOWER
(E), Mumbai - 400 051
Listing fees for the year 2019–20 has been paid to BSE and NSE respectively.
v. Stock Market Data
Monthly high and low quotations as well as the volume of shares traded at BSE and NSE were as under:
(Amount in `/Share)
BSE NSE
Month(s)
High Low Volume(Nos.) High Low Volume(Nos.)
April-18 1518.95 1349.00 15,178 1,525.00 1,335.00 72,162
May-18 1527.95 1315.00 13,929 1,520.05 1,315.00 60,071
June-18 1384.70 1265.05 7,272 1,371.70 1,260.00 42,903
July-18 1298.90 1201.05 56,821 1,299.80 1,200.00 37,350
August-18 1387.05 1222.60 57,094 1,389.90 1,221.25 2,30,865
September-18 1409.95 1101.60 45,853 1,408.80 1,101.05 1,49,502
October-18 1164.00 1043.00 14,308 1,184.00 1,040.00 84,702
November-18 1098.00 1017.55 6,813 1,090.00 1,017.00 46,139
December-18 1090.00 1012.05 3,759 1,098.00 1,008.00 49,354
January-19 1145.95 1046.40 8,647 1,175.00 1,052.55 52,689
Februray-19 1109.00 1030.05 5,872 1,155.00 1,029.95 58,424
March-19 1167.00 1045.05 11,637 1,170.00 1,047.80 51,789

vi. Performance comparison: BSE Sensex Vs. Honda Siel Power Products’ Share Price

40,000 Sensex SHARE PRICE (`)

39,500 1,500.00
39,000
38,500
38,000 1,400.00
Share Price (`)

37,500
Sensex

37,000 1,300.00
36,500
36,000
35,500 1,200.00
35,000
34,500 1,100.00
34,000
33,500
33,000 1,000.00
Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19
Month

38
 vii. Registrar and Transfer Agents
The Company has appointed M/s Mas Services Ltd. as its Registrar and Transfer Agent (RTA). Share transfer in physical form and other
communications regarding shares, dividends, change in address, etc. may be addressed to:
Mr. Sharvan Mangla
M/s Mas Services Limited
Unit: Honda Siel Power Products Limited, T-34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi - 110 020
Ph:- 011-26387281/82/83, Fax:- 011-26387384, email:- [email protected], website : www.masserv.com
viii. Investors' Service and Share Transfer System
The Company has a system of attending to and redressing all investors' related grievances/correspondences within a period of 7 to 15
days from the date of receipt of the same. The investors can personally contact or send their grievance/correspondence either to RTA
at their address or to the Secretarial Department of the Company at the following address:
Honda Siel Power Products Limited,
Secretarial & Legal Department,
Plot No. 5, Sector 41 (Kasna), Greater Noida Industrial Development Area, Distt. Gautam Budh Nagar, U.P. -201 310.
Phone Nos: 0120-2590211, 2341055-59; Email : [email protected]

Confirmation in respect of the request received by the RTA for dematerialization of shares is sent to the respective depositories, NSDL/
CDSL within 15 days. The Company obtains a certificate of compliance with the share transfer formalities as required under Regulation
40(9) of the Regulations on half yearly basis from a Company Secretary in practice and files a copy of the certificate with the Stock
Exchanges.
ix. Distribution of shareholdings as on March 31, 2019

No. of % to total Shareholding of No. of shares Amount in ` % to Total

shareholders Nominal Value of `
15,754 95.514 1 to 5000 10,91,809 1,09,18,090 10.764
417 2.528 5001 to 10000 3,13,261 31,32,610 3.088
189 1.146 10001 to 20000 2,75,492 27,54,920 2.716
44 0.267 20001 to 30000 1,06,789 10,67,890 1.053
23 0.139 30001 to 40000 82,125 8,21,250 0.81
14 0.085 40001 to 50000 65,535 6,55,350 0.646
28 0.170 50001 to 100000 2,00,443 20,04,430 1.976
25 0.152 100001 and ABOVE 80,07,617 8,00,76,170 78.947
16,494 100 TOTAL 1,01,43,071 10,14,30,710 100

x. Pattern of shareholding as on March 31, 2019

Categories No. of shares Shareholding (%)

Promoters 68,63,433 67.67
Mutual Funds 6,41,155 6.32
Alternate Investment Funds 1,50,000 1.48
Foreign Portfolio Investors 34,450 0.34
Financial Institutions / Banks 7,003 0.07
Individuals 21,10,523 20.81
NBFC Registered with RBI 4,620 0.05
Bodies Corporate 1,23,573 1.22
NRIs, FIIs, OCBs etc. 1,42,412 1.40
IEPF 40,241 0.40
Others (Clearing Members & Trust) 25,661 0.25
Total 1,01,43,071 100

xi. Dematerialization of shares and liquidity

98.56% of total equity capital is held in dematerialised form with NSDL and CDSL as on March 31, 2019. During the year, (i.e. from
01-04-2018 to 31-03-2019) 486 share certificates involving 18,540 shares were dematerialized by the shareholders representing 0.18%
of the total share capital of the Company.
Demat ISIN in NSDL and CDSL : INE634A01018

39
 xii. The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments in the past and hence as on March 31, 2019,
the Company does not have any outstanding GDRs / ADRs / Warrants or any convertible instruments.
xiii. During the period under review, the Company has not dealt in any commodity hedging activities and there are no Commodity price risks
undertaken by the Company.
xiv. Plant locations
Plot No. 5, Sector 41 (Kasna), Greater Noida Industrial Development Area, Distt. Gautam Budh Nagar, U.P. -201 310.

7. Disclosures
(i) Related parties and transactions with them as required under Accounting Standard 18 and Regulation 23 of the Regulations are
furnished under Note No. 30 of ‘Notes to Financial Statement for the year ended March 31, 2019.
(ii) The above transactions have no potential conflict with the interest of the Company.
(iii) There has not been any non-compliance, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any other
statutory authority, on any matter related to capital markets, during the last three years.
(iv) The Company promotes ethical behavior in all its business activities and has a Whistle Blower/Vigil Mechanism, in the name of Vigil
Mechanism / Business Ethics Proposal Line & Business Ethics (BEPL), in place. All the employees of the Company through this
mechanism are free to report violation of laws, rules, regulations or unethical conduct of any employee of the Company.
(v) The Company has complied with all mandatory requirements as stipulated in the Regulations and SEBI Amendment Regulations.
(vi) The Company does not have any subsidiary Company.
(vii) The policy framed for the dealing with Related Party Transactions is displayed on the website of the Company
www.hondasielpower.com.
(viii) The Company, during the Financial Year 2018-19, has not issued any debt instruments or Fixed Deposits or any scheme or proposal
involving mobilization of funds. Hence, no credit ratings were obtained.
ix) During the Financial Year 2018-19, no funds were raised through preferential allotment or qualified Institution Placements as specified
under Regulation 32(7A).
x) During the year, the Board has accepted all such proposals as recommended by the Committees of the Board.
xi) During the Financial Year 2018-19, the Company has paid a total fees of ` 66.50 lakhs to M/s Price Waterhouse Chartered Accountants,
LLP, statutory Auditor of the Company towards the audit fees and other services.
8. The status of adoption of the non-mandatory requirements as prescribed in Regulation 27(1) of the Regulations is as under:
Audit Qualification
The Company is in the regime of unqualified financial statements.
Separate Posts of Chairman and CEO
The Company has appointed separate persons to the post of Chairman and of Managing Director/CEO.
Reporting of Internal Auditor
The Internal Auditors, on a quarterly basis, report directly to the Audit Committee of the Company.
9. The Company has complied with all the applicable Corporate Governance requirements as specified in Regulation 17 to 27 and 46 of the
Regulations with zero non-compliances.
10. Quarterly Compliance Report
The Company has been submitting the Compliance Report on Corporate Governance on quarterly basis to the Stock Exchanges within 15
days from the close of the relevant quarter. It is also regularly uploaded on the website of the Company.
11. Compliance with Code of Conduct
A declaration by the President, CEO & MD that all Directors and Senior Management personnel have affirmed compliance with the Code of
Conduct of Board of Directors and Senior Management for the year ended March 31, 2019 is annexed as Annexure -H.
12. CEO/CFO Certification
In terms of Regulation 17(8) of the Regulations, the Board of Directors have reviewed the certificate submitted by the Chief Executive
Officer (CEO) and Chief Financial Officer (CFO) of the Company, certifying various covenants about financial/ cash flow statements, internal
controls, financial reporting etc. The certificate is annexed as Annexure– I.
13. Compliance Certificate of Practicing Company Secretary
The Company has obtained a Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance
as stipulated in the Regulations. The Certificate is annexed as Annexure-J.

40
 ANNEXURE-G
T.V. NARAYANASWAMY
COMPANY SECRETARY

CERTIFICATE
On the basis of the declarations made by the respective directors on the 31st March, 2019 which declarations were taken note of by the Board of
Directors of Honda Siel Power Products Limited on the 1st April, 2019, I certify that none of the directors on the Board of the company have been
debarred or disqualified from being appointed or continuing as directors of the said company.

May 07, 2019

Sd/-
(T V NARAYANASWAMY)
COMPANY SECRETARY
CP No: 203

ANNEXURE-H

CERTIFICATE AND DECLARATION

I, Yoshifumi Iida, in my capacity as President, CEO & MD of Honda Siel Power Products Limited do hereby confirm and declare that as stipulated
under Regulation 34(3) read with Schedule V(D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the best of
my knowledge and belief, Members of the Board of Directors and Senior Management personnel of the Company have affirmed compliance, as
on March 31, 2019, with the provisions of Code of Conduct as adopted by the Company.

This declaration has been issued on the basis of acknowledgement and confirmation, with respect to the compliance with the provisions of Code
of Conduct of the Company, received from respective members of Board of Directors and Senior Management.

For Honda Siel Power Products Limited

Sd/-
Yoshifumi Iida
President, CEO & MD

ANNEXURE-I
CERTIFICATE
We, Yoshifumi Iida, President, CEO & MD and Vinay Mittal, Whole Time Director and Chief Financial Officer of Honda Siel Power Products Limited
hereby declare and confirm-
A. That we have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:
1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
2. these statements together present a true and fair view of the company’s affairs and are in compliance with existing Accounting Standards,
applicable laws and regulations.
B. That there are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent,
illegal or violative of the Company’s Code of Conduct.
C. That we accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness
of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee,
deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take
to rectify these deficiencies.
D. That we have indicated to the Auditors and the Audit Committee:
1. significant changes in internal control over financial reporting during the year;
2. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
3. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee
having a significant role in the company’s internal control system over financial reporting. This certificate has been issued in compliance
with the provisions of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

For Honda Siel Power Products Limited,

May 28, 2019

Sd/- Sd/-
Vinay Mittal Yoshifumi Iida
Whole Time Director & President, CEO & MD
Chief Financial Officer

41
 ANNEXURE-J

T.V. NARAYANASWAMY
COMPANY SECRETARY

CERTIFICATE
To the Members of Honda Siel Power Products Limited,
I have examined the compliance of conditions of Corporate Governance by Honda Siel Power Products Limited for the year ended March 31, 2019
as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The compliance of the conditions of Corporate Governance is the responsibility of the management. My examination was limited to the procedure
and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit
nor an expression of the opinion on the financial statements of the Company.
In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the
conditions of Corporate Governance as stipulated in the abovementioned Listing Agreements. I state that no investor grievance was pending for
a period exceeding one month against the Company as per the records maintained by Shareholders'/Investors' Relations Committee.
I further state that such compliance is neither an assurance as to the future viability of the Company nor its efficiency or effectiveness with which
the management has conducted the affairs of the Company.

New Delhi, Sd/-

May 22, 2019. (T.V. NARAYNASWAMY)
COMPANY SECRERY
CP No: 203

ANNEXURE-K

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE

COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1 The ratio of the remuneration of each director to the median CEO 15x
remuneration of the employees of the company for the Director 12x
financial year;
CFO 8x
CS 1x
2 The percentage increase in remuneration of each director, CEO Japanese expats, salary not
Chief Financial Officer, Chief Executive Officer, Company increased
Secretary in the financial year; Director Japanese expats, salary not
increased
CFO 13%
CS 14%
3 The percentage increase in the median remuneration of the The median remuneration of the employees in the financial year was
employees in the Financial Year increased by 10%. The calculation of percentage increase in median
remunderation is done based on the comparable employees. For this we
have excluded employees who were not eligible for any increment.
4 The number of permanent employees on the rolls of the The number of employees on the rolls of the Company including Japanese
Company expats were 769.
5 Average percentile increase already made in the salaries Average percentage increase made in the salaries of Employees other
of employees other than managerial personnel in the last then managerial personnel, in the financial year was 9.5%. Increase in
financial year and its comparison with the percentile increase salaries of managerial personnel was also made at the same percentage.
in the managerial remuneration and justification thereof The average increase every year is an outcome of the performance of
and point out if there are any exceptional circumstances for Company and Company's reward philosophy.
increase in the managerial remuneration
6 Affirmation that remuneration is as per the remuneration policy It is affirmed that remuneration is as per the remuneration policy of the
of the Company Company

42
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF HONDA SIEL POWER PRODUCTS LIMITED
Report on the audit of the financial statements
Opinion
1. We have audited the accompanying financial statements of Honda Siel Power Products Limited (“the Company”), which comprise the
balance sheet as at March 31, 2019 and the statement of Profit and Loss ((including Other Comprehensive Income), statement of changes
in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the
information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019 and total comprehensive
income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.
Basis for opinion
3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the
current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
(Refer note 16 to the Ind AS financial statements) The Company Our testing of revenue transactions was designed to cover certain
has adopted Ind-AS 115 “Revenue from Contracts with Customers” customer contracts on a sample basis. Our audit procedures
which is effective from April 1, 2018. The Company has reviewed its included the following:
existing customer contracts in this regard. • Understanding, evaluating the design and testing the operating
Management has used judgement in respect of matters such as effectiveness of controls over revenue recognition.
identification of performance obligations; allocation of consideration • Assessing appropriateness of management’s judgements in
to identified performance obligations and recognition of revenue accounting for identified contracts such as:  
over a period of time or at a point in time based on timing when - identification of performance obligation and allocation of
control is transferred to customer. consideration to identified preformation obligation;
We focused on this area as revenue is required to be recognised in - Evaluating the contract terms for assessment of the timing
accordance with the terms of the customer contracts, which involves of transfer of control to the customer to assess  whether
management judgements as described above and thus there is revenue is recognised appropriately over a period of time or
an inherent risk of material misstatement; and further, additional at a point in time (as the case may be) based on timing when
disclosures are required to be made in the year of adoption in control is transferred to customer;
accordance with the Ind AS 115. 
- Testing whether the revenue recognition is in line with the
terms of customer contracts and the transfer of control; and
- Evaluating adequacy of the presentation and disclosures.
Based on the above stated procedures, no significant exceptions
were noted in revenue recognition including those relating to
presentation and disclosures as required by Ind AS 115.
Other Information
5. The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the
annual report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the financial statements
6. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these
financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under
section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, 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.
7. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,

43
 disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also
responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
8. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.
9. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit.
We also:
 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by management.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
 Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
10. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
11. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
12. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit
of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
Report on other legal and regulatory requirements
13. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11)
of section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
14. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination
of those books.
c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and
Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure A”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 31 to
the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable
losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during
the year ended March 31, 2019; and
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2019.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016
Chartered Accountants

Abhishek Rara
Place: New Delhi Partner
Date: May 28, 2019 Membership Number 077779

44
Annexure A to Independent Auditors’ Report

Referred to in paragraph 14(f) of the Independent Auditors’ Report of even date to the members of Honda Siel Power Products
Limited on the financial statements for the year ended March 31, 2019

Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls with reference to financial statements of Honda Siel Power Products Limited (“the Company”)
as of March 31, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over
financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively
for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Act.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our
audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an
audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls
operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference
to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included
obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements,
whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s
internal financial controls system with reference to financial statements.
Meaning of Internal Financial Controls with reference to financial statements
6. A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial controls with reference to financial statements includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on
the financial statements.
Inherent Limitations of Internal Financial Controls with reference to financial statements
7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of
any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal
financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements
and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2019, based on the
internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016
Chartered Accountants
Abhishek Rara
Place: New Delhi Partner
Date: May 28, 2019 Membership Number 077779

45
Annexure B to Independent Auditors’ Report
Referred to in paragraph 13 of the Independent Auditors’ Report of even date to the members of Honda Siel Power Products Limited on the
financial statements as of and for the year ended March 31, 2019
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of property, plant and
equipment and intangible 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) The title deeds of immovable properties, as disclosed in Note 3 on property, plant and equipment to the financial statements, are held in
the name of the Company.
ii. The physical verification of inventory including stocks with third parties have been conducted at reasonable intervals by the Management
during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been
appropriately dealt with in the books of accounts.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered
in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order
are not applicable to the Company.
iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 186
of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it. The Company has
not granted any loans under section 185 of the Companies Act, 2013.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules
framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section
148(1) of the Act in respect of its products.We have broadly reviewed the same, 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.
vii. (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 undisputed statutory dues in respect of income tax (tax deducted at source), though there has been a
slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, employees’ state insurance,
sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and services tax and other material statutory dues,
as applicable, with the appropriate authorities. Also, refer note 31 (v) to the financial statements regarding management’s assessment
on certain matter relating to provident fund.
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of goods
and services tax which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, service tax,
duty of customs and duty of excise duty, as at March 31, 2019 which have not been deposited on account of a dispute, are as follows:
Name of the statute Nature of Amount Amount Period to which Forum where the dispute is pending
dues (Rs. In Deposited the amount
lakhs) Under protest relates
(Rs. In Lakhs)
Customs Act, 1962 Customs duty 49.67 49.67 2011-2014 Customs Excise & Service Tax Appellate
Tribunal, Chennai
Customs Act, 1962 Customs duty 7.11 7.11 2012-2014 Commissioner Of Customs (Appeals),
Mumbai
Customs Act, 1962 Customs duty 22.76 22.76 2014-2015 Customs Excise & Service Tax Appellate
Tribunal, Chennai, Chennai
Customs Act, 1962 Customs duty 1.36 1.36 2015-2016 Commissioner Of Customs (Appeals),
Chennai
Central Excise Act, 1944 Excise duty 1.23 0.35 December 2003 to Assistant Commissioner,
March 2004 Rampur
Central Excise Act, 1944 Excise duty 181.36 - May 2003 to Feb Supreme Court of India
2004
Central Excise Act, 1944 Excise duty 102.75 - 2014-15 High Court, Allahabad
Central Excise Act, 1944 Excise duty 115.57 115.57* 2015-16 Commissioner, Noida
Central Excise Act, 1944 Excise duty 90.39 90.39* 2016-17 Commissioner, Noida
Central Excise Act, 1944 Excise duty 8.05 8.05* 2017-18 Commissioner, Noida
Central Excise Act, 1944 Excise duty 72.66 - April 02 – Dec 02 High Court, Uttaranchal
Various Sales Tax Acts Sales tax 0.72 0.72 1995-1996 Assistant Commissioner, Delhi
Various Sales Tax Acts Sales tax 0.27 0.27 2005-2006 Joint Commissioner (Appeals), Noida
Various Sales Tax Acts Sales tax 3.55 0.89 1999-2000 High Court, Uttaranchal
Various Sales Tax Acts Sales tax 21.12 - 2000-2001 WBCT Appellate & revision board
Various Sales Tax Acts Sales tax 5.23 1.57 2000-2001 Sales Tax Tribunal, Patna
Various Sales Tax Acts Sales tax 1.74 0.43 2001-2002 Sales Tax Tribunal, Patna
Various Sales Tax Acts Sales tax 0.15 - 2002-2003 Deputy Commissioner (Appeals)
Various Sales Tax Acts Sales tax 1.19 - 2003-2004 Deputy Commissioner (Appeals), Bhopal
Various Sales Tax Acts Sales tax 5.96 - 2004-2005 Joint Commissioner (Appeals), Rudrapur

46
 Name of the statute Nature of Amount Amount Period to which Forum where the dispute is pending
dues (Rs. In Deposited the amount
lakhs) Under protest relates
(Rs. In Lakhs)
Various Sales Tax Acts Sales tax 4.67 1.48 2007-2008 Deputy Commissioner (Appeal),
Earnakulam
Various Sales Tax Acts Sales tax 1.78 0.18 2007-2008 Sales Tax Appellate Authority, Bhopal
Various Sales Tax Acts Sales tax 1.93 0.71 2008-2009 Deputy Commissioner (Appeals).
Earnakulam
Various Sales Tax Acts Sales tax 22.83 - 2009-2010 Deputy Commissioner (Appeals),
Earnakulam
Various Sales Tax Acts Sales tax 0.74 - 2012-2013 Deputy Commissioner (Appeals)
Various Sales Tax Acts Sales tax 63.49 9.53 2011-12 Deputy Commissioner (Appeals), Raipur
Various Sales Tax Acts Sales tax 22.43 3.37 2012-13 Deputy Commissioner (Appeals), Raipur
Various Sales Tax Acts Sales tax 5.66 - 2013-14 Deputy Commissioner (Appeals, Jammu)
Various Sales Tax Acts Sales tax 15.05 - 2015-16 & 2016-17 Deputy Commissioner, Ranchi
Various Sales Tax Acts Sales tax 38.35 - 2014-15 Commissioner (Appeals), Noida

Various Sales Tax Acts Sales tax 4.42 1.11 2015-16 Deputy Commissioner, Patna
Various Sales Tax Acts Sales tax 15.43 6.79 2010-11 & 2011-12 Deputy Commissioner, Assam
Various Sales Tax Acts Sales tax 60.14 1.09 2015-16 Commissioner (Appeals), Noida
Income-tax Act , 1961 Income tax 56.89 20 1995-1996 Commissioner of Income Tax (Appeals)
Income-tax Act , 1961 Income tax 30.9 - 2004-2005 Commissioner of Income Tax (Appeals)
Income-tax Act , 1961 Income tax 1,683 612 2011-2012 Income Tax Appellate Tribunal
Income-tax Act , 1961 Income tax 1,543 1,021 2012-2013 Commissioner of Income Tax (Appeals)
Income-tax Act , 1961 Income tax 1,999 400 2014-15 Commissioner of Income Tax (Appeals)
Income-tax Act , 1961 Income tax 635 127 2015-16 Commissioner of Income Tax (Appeals)

* Amount already deposited, dispute regarding refund on provisional assessment.

viii. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures
as at the balance sheet date, the provisions of clause 3(viii) of the Order are not applicable to the Company.
ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans.
Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
x. 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 by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been
informed of any such case by the Management.
xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Act.
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are
not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The
details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind
AS) 24, Related Party Disclosures specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.
xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions
of Clause 3(xv) of the Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of
Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Chartered Accountants

Abhishek Rara
Place: New Delhi Partner
Date: May 28, 2019 Membership Number 077779

47
Balance sheet as at March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Notes March 31, 2019 March 31, 2018

ASSETS
Non-current assets
Property, plant and equipment 3 9,258 9,709
Capital work-in-progress 3 344 94
Intangible assets 4 197 364
Financial assets
i. Loans and advances 5(d) 84 95
ii. Other financial assets 5(e) 1,108 3,055
Deferred tax assets (net) 6 363 185
Non-current tax assets (net) 7 3,920 3,336
Other non-current assets 8 1,008 676
Total non-current assets 16,282 17,514
Current assets
Inventories 9 11,168 9,076
Financial assets
i. Trade receivables 5(a) 6,369 6,360
ii. Cash and cash equivalents 5(b) 1,796 2,116
iii. Other bank balances 5(c) 4,300 17,067
iv. Loans and advances 5(d) 16,068 66
v. Other financial assets 5(e) 371 675
Other current assets 10 9,194 6,780
Total current assets 49,266 42,140
Total assets 65,548 59,654

EQUITY AND LIABILITIES

Equity
Equity share capital 11(a) 1,014 1,014
Other equity
Reserve & Surplus 11(b) 50,696 46,431
Total equity 51,710 47,445

LIABILITIES
Non-current liabilities
Provisions 14 52 67
Total non-current liabilities 52 67
Current liabilities
Financial liabilities
i. Trade payables 12(a)
-Total outstanding dues to micro and small enterprises 261 103
-Total outstanding dues to other than micro and small enterprises 8,053 7,504
ii. Other financial liabilities 12(b) 1,708 1,305
Contract Liabilities 13 1,101 -
Provisions 14 1,088 1,054
Other current liabilities 15 1,575 2,176
Total current liabilities 13,786 12,142
Total liabilities 13,838 12,209
Total equity and liabilities 65,548 59,654

The above balance sheet should be read in conjunction with the accompanying notes.
This is the balance sheet referred to in our report of even date.

For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No. 012754N/ N500016 Honda Siel Power Products Limited
Chartered Accountants
Manoj Arora Director
Alka M. Bharucha Director
Abhishek Rara Sunita Ganjoo Yoshifumi Iida President and CEO
Partner Company Secretary H. Sugimizu Whole time director
Membership No. 077779 Vinay Mittal Whole time director & CFO

Place: New Delhi

Date: 28th May 2019

48
Statement of profit and loss for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Year ended Year ended
Notes
March 31, 2019 March 31, 2018
Revenue from operations 16 81,588 77,741
Other income 17 1,766 1,494
Total income 83,354 79,235
Expenses
Cost of materials consumed 18 44,173 37,920
Purchases of stock in trade 7,116 5,108
Changes in inventories of finished goods, work in progress and stock-in-trade 19 (1,208) 2,554
Excise duty - 961
Employee benefits expense 20 9,829 8,649
Finance costs 21 12 24
Depreciation and amortisation expense 22 2,113 2,251
Other expenses 23 12,638 12,334
Total expenses 74,673 69,801
Profit before exceptional items & tax 8,681 9,434
Exceptional Items 36 350 -
Profit after exceptional items before tax 8,331 9,434
Tax expense 24
- Current tax 3,067 3,399
- Deferred tax (151) (106)
Total tax expense 2,916 3,293
Profit for the year 5,415 6,141
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations 25 (76) (47)
Income tax relating to this item 27 16
Other comprehensive income for the year, net of tax (49) (31)
Total comprehensive income for the year 5,366 6,110

Earnings per equity share 34

Basic 53.39 60.54
Diluted 53.39 60.54

The above Statement of profit and loss should be read in conjunction with the accompanying notes.
This is the Statement of profit and loss referred to in our report of even date.

For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No. 012754N/ N500016 Honda Siel Power Products Limited
Chartered Accountants
Manoj Arora Director
Alka M. Bharucha Director
Yoshifumi Iida President and CEO
Abhishek Rara Sunita Ganjoo
H. Sugimizu Whole time director
Partner Company Secretary
Vinay Mittal Whole time director & CFO
Membership No. 077779

Place: New Delhi

Date: 28th May 2019

49
Statement of changes in equity for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
A. Equity share capital
Notes Amount
As at April 1, 2017 1,014
Changes in equity share capital 11 -
As at March 31, 2018 1,014
Changes in equity share capital 11 -
As at March 31, 2019 1,014
B. Other equity
Reserves & surplus

Securities General Retained Total

premium reserve earnings
reserve
Balance at April 1, 2017 396 12,087 28,754 41,237
Profit for the year - - 6,141 6,141
Other comprehensive income - - (31) (31)
Total comprehensive income for the year - - 6,110 6,110
Transactions with owners in their capacity as owners:
Dividend paid - - (761) (761)
Dividend distribution tax on dividend paid on equity shares - - (155) (155)
- - (916) (916)
Balance at March 31, 2018 396 12,087 33,948 46,431
Balance at April 1, 2018 396 12,087 33,948 46,431
Profit for the year - - 5,415 5,415
Other comprehensive income - - (49) (49)
Total comprehensive income for the year - - 5,366 5,366
Transactions with owners in their capacity as owners:
Dividend paid - - (913) (913)
Dividend distribution tax on dividend paid on equity shares - - (188) (188)
- - (1,101) (1,101)
Balance at March 31, 2019 396 12,087 38,213 50,696

The above statement of changes in equity should be read in conjunction with the accompanying notes.

This is the statement of changes in equity referred to in our report of even date.

For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No. 012754N/ N500016 Honda Siel Power Products Limited
Chartered Accountants
Manoj Arora Director
Alka M. Bharucha Director
Abhishek Rara Sunita Ganjoo Yoshifumi Iida President and CEO
Partner Company Secretary H. Sugimizu Whole time director
Membership No. 077779 Vinay Mittal Whole time director & CFO

Place: New Delhi

Date: 28th May 2019

50
Statement of cash flows for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Year ended Year ended
March 31, 2019 March 31, 2018
A. Cash flow from operating activities
Profit before exceptional items & tax 8,681 9,434
Adjustments for:
Depreciation and amortisation expense 2,113 2,251
Net (gain)/loss on disposal of property, plant and equipment and intangible assets (50) (33)
Interest income on bank deposits and loan (1,480) (1,268)
Interest income on income tax refund (110) (105)
Finance costs 12 24
Net unrealised exchange differences 110 93
Provisions / liabilities written back to the extent no longer required (45) (68)
Bad Debts Written Off 5 -
Allowance for doubtful advances 11 3
Provision for slow moving inventory 53 -
Advances written off 28 -
Operating profit before working capital changes 9,328 10,331
(Increase)/Decrease in trade receivables (122) (3,801)
(Increase)/Decrease in inventories (2,145) 3,019
Increase/(Decrease) in trade payables 753 509
(Increase)/Decrease in financial assets 9 8
(Increase)/Decrease in other non current assets (74) 563
(Increase)/Decrease in other current assets (2,445) (1,891)
Increase/(Decrease) in provisions (57) 225
Increase/ (Decrease) in other financial liabilities 203 171
Increase/ (Decrease) in contract liabilities 1,101 -
Increase/(Decrease) in other current liabilities (601) 168
Cash generated from/ (used in) operations 5,950 9,302
Income taxes paid including interest (net of refunds and interest received on Income tax refund) (3,541) (3,802)
Exceptional Items (350) -
Net cash inflow/ (outflow) from operating activities - Total (A) 2,059 5,500
B. Cash flows from investing activities
Payments for property, plant and equipment (1,820) (1,397)
Payments for intangibles (15) (184)
Proceeds from sale of property, plant and equipment 71 43
Loan to fellow subsidiary (16,000) -
Investment in fixed deposits (23,272) (16,966)
Proceeds from maturity of fixed deposits 37,988 11,073
Interest received on loans and fixed deposits 1,785 893
Net cash inflow/ (outflow) from investing activities - Total (B) (1,263) (6,538)
C. Cash flows from financing activities
Dividend paid to company's shareholders (913) (761)
Dividend distribution tax (188) (155)
Interest Cost (12) (24)

Net cash inflow/ (outflow) from financing activities - Total (C) (1,113) (940)
D. Net increase/ (decrease) in cash and cash equivalents (A)+(B)+(C) (317) (1,978)
Cash and cash equivalents at the beginning of the year 2,116 4,104
Effects of exchange rate changes on cash and cash equivalents (3) (10)
Cash and cash equivalents at the end of the year 1,796 2,116
Reconciliation of cash and cash equivalents as per the cash flow statement
Cash and cash equivalents as per above comprise of the following
Cash and cash equivalents [Refer note 5(b)] 1,796 2,116
Balances per statement of cash flows 1,796 2,116
The above statement of cash flows should be read in conjunction with the accompanying notes.
This is the statement of cash flows referred to in our report of even date.
For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No. 012754N/ N500016 Honda Siel Power Products Limited
Chartered Accountants
Abhishek Rara Manoj Arora Director
Partner Alka M. Bharucha Director
Membership No. 077779 Yoshifumi Iida President and CEO
Date: 28th May 2019 Sunita Ganjoo H. Sugimizu Whole time director
Place: New Delhi Company Secretary Vinay Mittal Whole time director & CFO

51
Notes to the financial statements for the year ended March 31, 2019
1. Company overview

Honda Siel Power Products Limited is a public company domiciled and headquartered in India. Its shares are listed on the National Stock
Exchange (NSE) and Bombay Stock Exchange (BSE). The Company is primarily engaged in manufacturing and marketing the portable
gensets, water pumps, general purpose engines, lawn mowers, brush cutters and tillers. The Company caters to both domestic and
international markets. The registered office of the Company is 409, DLF Tower B, Jasola Commercial Complex, New Delhi–110025 and
Company Identification Number of the Company is L40103DL2004PLC203950.
2. Significant accounting policies
i) Basis of preparation of financial statements
(i) Compliance with Indian Accounting Standards

The financial statements comply in all material aspects with the Indian Accounting Standards (Ind AS) notified Under Section 133 of the
Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

(ii) Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

- certain financial assets and liabilities that are measured at fair value; and

- defined benefit plans - plan assets measured at fair value

(iii) New and amended standards adopted by the Company

- Ind AS 115, Revenue from Contracts with Customers

ii) Current – non-current classification
All assets and liabilities are classified into current and non-current as per the Company’s normal operating cycle and other criteria as set out
in the Schedule III to the Companies Act, 2013.
Assets

An asset is classified as current when it satisfies any of the following criteria:

(a) it is expected to be realised in, or is intended for sale or consumption in, the company’s normal operating cycle;

(b) it is held primarily for the purpose of being traded;

(c) it is expected to be realised within 12 months after the reporting date; or

(d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after
the reporting date.
Current assets include the current portion of non-current financial assets.
All other assets are classified as non-current.
Liabilities
A liability is classified as current when it satisfies any of the following criteria:
a) it is expected to be settled in the company’s normal operating cycle;

b) it is held primarily for the purpose of being traded;

c) it is due to be settled within 12 months after the reporting date; or

d) the company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms
of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its
classification.
Current liabilities include current portion of non-current financial liabilities.
All other liabilities are classified as non-current.
Operating cycle
Operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents.
iii) Property, plant and equipment
Freehold land is carried at historical cost. All other items of property, plant and equipment are carried at cost of acquisition or construction
less accumulated depreciation and/or accumulated impairment loss, if any. The cost of an item of property, plant and equipment comprises
its purchase price, including import duties and other non-refundable taxes or levies and any directly attributable cost of bringing the asset to
its working condition for its intended use; any trade discounts and rebates are deducted in arriving at the purchase price.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying
amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged

52
Notes to the financial statements for the year ended March 31, 2019
to profit or loss during the reporting period in which they are incurred.
Property, plant and equipment under construction are disclosed as capital work-in-progress.
Depreciation methods, estimated useful lives and residual value
Depreciation on Property, plant and equipment is provided on the straight-line method based on the estimated useful life of each asset as
determined by the management. Depreciation for assets purchased / sold during the period is proportionately charged.
The property, plant and equipment acquired under finance leases is depreciated over the asset’s useful life or over the shorter of the asset’s
useful life and the lease term if there is no reasonable certainty that the Company will obtain ownership at the end of the lease term.
Pursuant to Companies Act, 2013 (‘the Act’) being effective from 1 April 2014, the Company has aligned the depreciation rates based on
the useful lives as specified in Part ‘C’ of Schedule II to the Act, except for the following assets, which are being depreciated based on the
management’s estimate of the useful life of property, plant and equipment. Such useful lives are lower than the lives as per Schedule II of the
Act:

Block of Asset Estimated life (Years) #

Plant and equipment (Dies/Jigs and fixtures) 5 years
Furniture and fixtures 8 years
Vehicles 5 years
Computers (Servers) 3 years

# For these class of assets, based on internal technical evaluation, the management believes useful lives as given above best represent the
period over which company expects to use these assets.
Freehold land is not depreciated. Leasehold land is amortised on a straight line basis over the period of lease i.e. 90 years.
The assets useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
Losses arising from retirement or gains or losses arising from disposal of assets are determined by comparing proceeds with carrying
amount. These are included in the Statement of Profit and Loss within other income.
iv) Intangible assets
Intangible assets that are acquired by the Company are measured initially at cost. After initial recognition, an intangible asset is carried at its
cost less any accumulated amortisation and any accumulated impairment loss.
Amortisation methods and periods
Intangible assets are amortised in the Statement of Profit and Loss over their estimated useful lives, from the date that they are available for
use based on the expected pattern of consumption of economic benefits of the asset. Accordingly, at present, these are being amortised on
straight line basis.
Intangible assets comprise technical knowhow - model fee, technical knowhow - others and computer software.
The amortization rates are as follows:

Block of Asset Estimated life (Years)

Technical knowhow – Model fees 5 Years

Technical knowhow – Others 6 Years

Computer software 3 Years

Amortisation method and useful lives are reviewed at each reporting date. If the useful life of an asset is estimated to be significantly different
from previous estimates, the amortisation period is changed accordingly. If there has been a significant change in the expected pattern of
economic benefits from the asset, the amortisation method is changed to reflect the changed pattern.
An intangible asset is derecognised on disposal or when no future economic benefits are expected from its use and disposal.
v) Impairment of non-financial assets
Property, plant and equipment and Intangible assets are reviewed at each reporting date to determine if there is indication of any impairment.
If any indication exists, the asset’s recoverable amount is estimated. For assets that are not yet available for use, the recoverable amount
is estimated at each reporting date. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Impairment losses are recognised in the
Statement of Profit and Loss. An impairment loss are reviewed for possible reversal at the end of each reporting period. An impairment loss
is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined net of
depreciation or amortization, if no impairment loss had been recognised.

53
Notes to the financial statements for the year ended March 31, 2019
vi) Inventories
Inventories which comprise raw materials, work-in-progress, finished goods, stock-in-trade, stores and spares, and loose tools are carried at
the lower of cost and net realisable value.
Cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present
location and condition.
In determining the cost, weighted average cost method is used. In the case of manufactured inventories and work in progress, fixed production
overheads are allocated on the basis of normal capacity of production facilities.
Goods in transit are valued at purchase cost.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated
costs necessary to make the sale.
The proportionate amount of additional duty of customs paid on finished goods imported for trading and lying unsold as at the year-end has
been included in the value of the finished goods stock.
The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products. Raw materials and
other supplies held for use in the production of finished products are not written down below cost except in cases where material prices have
declined and it is estimated that the cost of the finished products will exceed their net realisable value.
The comparison of cost and net realisable value is made on an item-by-item basis.
vii) Employee benefits
Short term employee benefits
Employee benefits payable wholly within twelve months of receiving employee services are classified as short-term employee benefits.
These benefits include salaries and wages, bonus and ex-gratia. The undiscounted amount of short-term employee benefits to be paid in
exchange for employee services is recognised as an expense as the related service is rendered by employees.
Post-employment benefits
The Company operates the following post-employment schemes:
(a) defined contribution plans such as superannuation fund; and

(b) defined benefit plans such as gratuity, provident fund

Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a separate entity and has
no obligation to pay any further amounts.
(i) Superannuation fund
Under the superannuation scheme, a defined contribution plan, the Company pays fixed contributions into a separate trust and has no
obligation to pay further amounts. The trust has taken up a policy with the Life Insurance Corporation of India. Benefits are paid by Life
Insurance Corporation of India to the vesting employees on retirement, death, incapacitation or termination of employment. Contributions
paid by the Company to the superannuation trust are charged to the Statement of Profit and Loss.
(ii) Employee’s state insurance scheme
The Company’s contribution paid / payable to State plans namely Employees State Insurance fund and Employees Pension Scheme is
recognized as an expense in the statement of profit and loss every year.
Defined benefit plans
(i) Gratuity
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump
sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount based on the
respective employee’s salary and the tenure of employment. Vesting occurs upon completion of five years of service. The Company makes
annual contributions to gratuity fund established as trust which has taken up a group policy with the Life Insurance Corporation of India.
The Company accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation report using the
projected unit credit method as at the year end. The liability or asset recognised in the balance sheet in respect of defined benefit gratuity
plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market
yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan
assets. This cost is included in employee benefit expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in
which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and
in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately
in profit or loss as past service cost.
(ii) Provident Fund
The eligible employees of the Company are entitled to receive benefits under the provident fund set up as an irrevocable trust. Both the
employees and the Company make monthly contributions at a specified percentage of the covered employees’ salary. The aggregate

54
Notes to the financial statements for the year ended March 31, 2019
contributions along with interest thereon are paid at retirement, death, incapacitation or termination of employment. The interest rate payable
by the trust to the beneficiaries every year is notified by the appropriate authorities. The Company has an obligation to make good the
shortfall, if any, between the return from the investments of the trust and the notified interest rate.
The annual contributions paid by the Company to the provident fund are charged off to the Statement of Profit and Loss. In addition
the Company provides for the interest shortfall, if any and is determined annually based on an independent actuarial valuation report.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited in
other comprehensive income in the period in which they arise.
Other long-term employee benefit obligations - Compensated Absences
The employees can carry-forward a portion of the unutilised accrued compensated absences and utilise it in future service periods or receive
cash compensation on termination of employment. Since the compensated absences do not fall due wholly within twelve months after the
end of the period in which the employees render the related service and are also not expected to be utilized wholly within twelve months after
the end of such period, the benefit is classified as a long-term employee benefit. The Company records an obligation for such compensated
absences in the period in which the employee renders the services that increase this entitlement. The obligation is measured on the basis of
independent actuarial valuation using the projected unit credit method. The benefits are discounted using the appropriate market yields at the
end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience
adjustments and changes in actuarial assumptions are recognised in profit or loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement
for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
viii) Revenue recognition – Revenue from Contracts with Customers
Sale of goods
The Company manufactures and sells a range of power products. Sales are recognised when control of the products has transferred, being
when the products are delivered to the customers. Delivery occurs when the products have been shipped to the specific location, the risks of
obsolescence and loss have been transferred to the customer, and either the customer has accepted these standard products in accordance
with the sales contract, or the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance
have been satisfied.
The timing of transfers of control varies depending on the terms of sale. For sale of goods to domestic customers, such transfer occurs when
the products are delivered to dealers and for export sales when delivered to a carrier at the port of the seller.
Receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional because only the
passage of time is required before the payment is due.
Measurement of revenue: Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed, as revenue
are exclusive goods and services tax (GST) and inclusive amounts collected on behalf of third parties. A refund liability (sales incentive payable)
is recognized for expected volume discounts payable to customers in relation to sales made until the end of the reporting period.
The Company accounts for volume discounts and pricing incentives (sales incentive) to customers as a reduction of revenue. The discounts/
incentives are assessed based on its estimate of the customer’s anticipated annual purchases. The Company recognises changes in the
estimated amount of obligations for discounts/incentives in the period in which the change occurs. The discounts/incentives are passed on
to the customer as a reduction of payments due from the customer, on actual basis.
The Company’s obligation to repair or replace faulty products under the standard warranty terms is recognised as a provision, see note 14.
A contract liability is recognised on account of unsettled advances received from /due to customers.
Sale of services
Timing of recognition: Revenue from services is recognised under the proportionate completion method provided the consideration is
reliably determinable and no significant uncertainty exists regarding the collection of the consideration. The stage of completion is assessed
based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided (percentage of
completion method).
Measurement of revenue: The amount recognised as revenue is exclusive of GST and is net of returns, trade discounts and volume
rebates.
Sale of goods – service coupons (deferred revenue)
Timing of recognition: In arrangements for sale of goods, the Company provides after-sales service coupons to the end customers which
entitle them to avail free of cost maintenance services. When two or more revenue generating activities or deliverables are provided under
a single arrangement, each deliverable that is considered to be a separate unit of account is accounted for separately. The arrangements
generally meet the criteria for considering sale of goods and related services as separately identifiable components. Revenue related to the
service coupons is deferred and recognised when the coupons are redeemed or expired whichever is earlier.
Measurement of revenue: The amount of service coupon revenue is based on the number of coupons redeemed or expired relative to the
total number of coupons expected to be redeemed or expired.
A contract liability is recognised on account of unexpired service coupons.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the
customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for
the time value of money.
Other income
Interest income is recognised using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. When calculating the
effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument
(for example, prepayment, extension, call and similar options) but does not consider the expected credit losses.

55
Notes to the financial statements for the year ended March 31, 2019
Export benefits under various schemes notified by the government are recognized on accrual basis when no significant uncertainties as to
the amount of consideration that would be derived and as to its ultimate collection exist.
ix) Financial assets
Classification
The Company classifies its financial assets in the following measurement categories:
- those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and

- those measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded in profit or loss or other comprehensive income. For investments in debt
instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend
on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value
through other comprehensive income.
The Company reclassifies debt investments when and only when its business model for managing those assets changes.
Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets
carried at fair value through profit or loss are expensed in statement of profit and loss.
Debt instruments
Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow
characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments:
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal
and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not
part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial
assets is included in finance income using the effective interest rate method.
Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling
the financial assets, where the asset’s cash flow represent solely payments of principal and interest, are measured at fair value through
other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment
gains or losses, interest revenue and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset
is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other
income. Interest income from these financial assets is included in other income using the effective interest rate method. Foreign exchange
gains and losses are presented in other income and impairment expenses in other expenses.
Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit
or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging
relationship is recognised in profit or loss and presented net in the statement of profit and loss within other income in the period in which it
arises. Interest income from these financial assets is included in other income.
Equity instruments
The Company subsequently measures all equity investments at fair value. Where the management has elected to present fair value gains
and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to
profit or loss following the derecognition of the investment. Dividends from such investments are recognised in profit or loss as other income
when the Company’s right to receive payments is established.
Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income in the statement of profit and
loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from
other changes in fair value.
Impairment of financial assets
The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI
debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 27
details how the Company determines whether there has been a significant increase in credit risk.
For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires
expected lifetime losses to be recognised from initial recognition of the receivables.
Derecognition of financial assets
A financial asset is derecognised only when:
- The Company has transferred the rights to receive cash flows from the financial asset or

- retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows
to one or more recipients.
Where the Company has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of
ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks
and rewards of ownership of the financial asset, the financial asset is not derecognised.
Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset,

56
Notes to the financial statements for the year ended March 31, 2019
the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the
financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.
x) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to
offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The
legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event
of default, insolvency or bankruptcy of the Company or the counterparty.
xi) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid.
Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are
recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
xii) Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Trade receivables
are recognized initially at the amount of consideration that is unconditional unless they contain significant financing component, when they
are recognized at fair value. The Company holds the trade receivables with the objective to collect the contractual cash flows and therefore
measures them subsequently at amortized cost using the effective interest method, less loss allowance.
xiii) Foreign currency translation
Functional and presentation currency
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which
the entity operates (‘the functional currency’). The financial statements are presented in Indian rupee (INR), which is the Company’s functional
and presentation currency.
Transaction and balances
Transactions in foreign currency are translated into the functional currency using the exchange rates prevailing at the date of the transaction.
Exchange differences arising on foreign currency transactions settled during the year are recognised in the Statement of Profit and Loss for
the year on a net basis.
Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated into the functional currency
at the closing exchange rates on that date. The resultant exchange differences are recognised in the Statement of Profit and Loss on a net
basis.
xiv) Provisions
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation, it is probable that an
outflow of economic benefits will be required to settle the obligation and the amount can be estimated reliably.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation
at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is
recognised as interest expense.
Warranty costs
Warranty costs are estimated on the basis of a technical evaluation and past experience. Provision is made for estimated liability in respect
of warranty costs in the year of sale of goods.
xv) Contingent liabilities and contingent assets
A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but probably will not, require
an outflow of resources, or a present obligation whose amount cannot be estimated reliably. Contingent liabilities do not warrant provisions,
but are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognised nor disclosed in the
financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will
arise, the asset and related income are recognised in the period in which the change occurs.
xvi) Income Taxes
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income
tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax
losses, if any.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of reporting period in
India where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulations is subject to interpretation. It establishes provisions where appropriate on the basis
of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither
accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or
the deferred income tax liability is settled.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable
amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the

57
Notes to the financial statements for the year ended March 31, 2019
deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
xvii) Leases
As a lessee
Leases of property, plant and equipment where the Company, as lessee, has substantially all the risks and rewards of ownership are
classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the
present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in borrowings or
other financial liabilities as appropriate. Each lease payment is allocated between the liability and finance cost. The finance cost is charged
to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for
each period.
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as
operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on
a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to
compensate for the lessor’s expected inflationary cost increases.
xviii) Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand deposits with banks, other short term highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value.
xix) Segment reporting
Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision maker. The Chief
Executive Officer has been identified as being the chief operating decision maker assess the financial performance and position of the
Company and make strategic decisions. The Company is primarily engaged in the business of “manufacturing and marketing of portable
gensets, water pumps, general purpose engines, lawn mower’s, brush cutters and tillers”. However, in the context of Indian Accounting
Standard 108 – Operating Segments, these are considered to constitute single reportable segment.
xx) Earnings per share
Basic earnings per share are calculated by dividing the profit for the year attributable to equity shareholders of the Company by the weighted
average number of equity shares outstanding during the financial year.
Diluted earnings per share adjusts the figures used in determination of basic earnings per share to take into account:
The after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and the weighted average
number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares, except
where the results would be anti-dilutive.
xxi) Contributed equity
Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
xxii) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on
or before the end of the reporting period but not distributed at the end of the reporting period.
xxiii) Royalty
The Company pays / accrues for royalty in accordance with the relevant licence agreement.
xxiv) Rounding of amounts
All amounts in Indian Rupees disclosed in the financial statements and notes thereof have been rounded off to the nearest lakhs as per the
requirement of Schedule III, unless otherwise stated.
3. Critical estimates and judgements
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results.
Management also needs to exercise judgement in applying the Company’s accounting policies.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely
to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information
about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each
affected line item in the financial statements.
Critical estimates and judgements
The areas involving critical estimates or judgements are:
- Estimated useful life of property, plant and equipment and intangible asset – The annual depreciation and amortisation charge is
sensitive to the estimated lives allocated to each type of asset. Assets lives are assessed annually and changed where necessary to
reflect current circumstances in light of technological change and physical conditions of the assets concerned.
- Revenue recognition - In revenue arrangements where more than one good or service is provided to the customer, customer
consideration is allocated between the goods and services using fair value principles. The fair values determined for deliverables may
impact the timing of the recognition of revenue. The Company generally determines the fair value of individual elements based on a
cost plus a reasonable margin. Revision to the estimates of these fair values may significantly affect the allocation of total arrangement
consideration among the individual elements.
- Estimation of defined benefit obligation – Note 25
- Estimation of provision for warranty claims – Note 14

58
Notes to the financial statements for the year ended March 31, 2019
- Estimation of provision for inventory obsolescence – Note 9
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of
future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
4. Recent accounting pronouncements:
(a) IND AS 116 Leases:
On March 30, 2019, Ministry of Corporate Affairs has notified Ind AS 116, Leases. Ind AS 116 will replace the existing leases Standard, Ind AS
17 Leases and related Interpretations. The standards sets out the principles for the recognition measurement, presentation and disclosure of
leases for both parties to a contact i.e. the lessee and lessor. Ind AS 116 introduces a single lessee accounting model and requires a lessee
to recognize assets and liabilities for all leases with a term of more than twelve months, requirement for lessees. Ind AS 116 substantially
carries forward the lessor accounting requirement in Ind AS 17.
The effective date for adoption of Ind AS 116 is annual period beginning on or after April 1, 2019. The standard permits two possible methods
of transition:
Full retrospective- Retrospectively to each prior presented applying Ind AS 8 Accounting Policies, Changes in Accounting Estimates and
Errors.
Modified retrospective – Retrospectively, with the cumulative effect of initially applying the Standard recognized at the date of initial application.
Under modified retrospective approach, the lessee records the lease liability as the present value of the remaining lease payments, discounted
at the incremental borrowing rate and the right of use asset either as:
Its carrying amount as if the standard has been applied since the commencement date but discounted at lessee’s incremental borrowing rate
at the date of initial application or
An amount equal to lease liability, adjusted by the amount of any prepaid or accrued lease payments related to that lease recognized under
Ind AS 17 immediately before the date of initial application.
The Company is in the process of evaluating the impact of the new standard on the financial statements which is not expected to be material.
(b) Ind AS 12 Appendix C, uncertainty over Income Tax Treatments:
On March 30, 2019, Ministry of Corporate Affairs has notified Ind AS 12 Appendix C, uncertainty over Income Tax Treatments which is to be
applied while performing the determination of taxable profit (or loss), tax bases, unused tax losses, unused tax credits and tax rates, when
there is uncertainty over income tax treatments under Ind As 12. According to the appendix, companies need to determine the probability of
the relevant tax authority accepting each tax treatment, or group of tax treatment when determining taxable profit (or loss), tax bases, unused
tax losses, unused tax credits and tax rates.
The standard permits two possible methods of transition –
i) Full retrospective approach – Under this approach, Appendix C will be applied retrospectively to each prior reporting period presented
in accordance with Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, without using hindsight and
ii) Retrospectively with cumulative effect of initially applying Appendix C recognized by adjusting equity on initial application, without
adjusting comparatives.
The effective date for adoption of Ind AS 12 Appendix C is annual periods beginning on or after April 1, 2019.
The Company is in the process of assessing the impact of this pronouncement on the financial statements which is not expected to be
material.
(c) Amendments to Ind AS 12 Income taxes regarding recognition of deferred tax assets on unrealised losses
The amendments clarify the accounting for deferred taxes where an asset is measured at fair value and that fair value is below the asset’s
tax base.
The Company is in the process of assessing the impact of this pronouncement on the financial statements which is not expected to be
material.
(d) Amendment to Ind AS 19 – plan amendment, curtailment or settlement-
On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19, ‘Employee Benefits’, in connection with accounting for
plan amendments, curtailments and settlements. The amendments require an entity:
• To use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment,
curtailment or settlement; and
• To recognize in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even if that surplus
did not previously recognized because of the impact of the asset ceiling.
Effective date for application of this amendment is annual period beginning on or after April 1, 2019.The Company is in the process of
assessing the impact of this pronouncement on the financial statements which is not expected to be material.

59
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Note 3: Property, plant and equipment
Freehold Leasehold Buildings Plant and Furniture Vehicles Office Computers Total Capital
land land equipments and equipments work-in-
fixtures progress
(CWIP)

Year ended March 31, 2018

Opening gross carrying amount 117 404 3,501 7,503 91 452 68 64 12,200 33
Additions (including transfers from CWIP) - - 12 1,153 9 152 31 120 1,477 1,180
Disposals (including transfers out of CWIP) - - - (43) (5) (124) (5) (25) (202) (1,119)
Closing gross carrying amount 117 404 3,513 8,613 95 480 94 159 13,475 94

Accumulated depreciation
Opening accumulated depreciation - 6 139 1,678 23 45 13 25 1,929 -
Depreciation charge during the year - 6 140 1,636 25 153 23 46 2,029 -
Disposals - - - (41) (4) (117) (5) (25) (192) -
Closing accumulated depreciation - 12 279 3,273 44 81 31 46 3,766 -
117 392 3,234 5,340 51 399 63 113 9,709 94

Year ended March 31, 2019

Gross carrying amount
Opening gross carrying amount 117 404 3,513 8,613 95 480 94 159 13,475 94
Additions (including transfers from CWIP) - - 49 960 14 306 70 102 1,501 1,308
Disposals (including transfers out of CWIP) - - - (793) (7) (150) (7) (9) (966) (1,058)
Closing gross carrying amount 117 404 3,562 8,780 102 636 157 252 14,010 344

Accumulated depreciation
Opening accumulated depreciation - 12 279 3,273 44 81 31 46 3,766 -
Depreciation charge during the year - 6 141 1,507 20 171 24 62 1,931 -
Disposals - - - (790) (5) (135) (7) (8) (945) -
Closing accumulated depreciation - 18 420 3,990 59 117 48 100 4,752 -
Net carrying amount 117 386 3,142 4,790 43 519 109 152 9,258 344

(i) Contractual obligations

Refer to note 32 for disclosure of contractual commitments for the acquisition of property, plant and equipment.

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Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Note 4: Intangible assets
Technical knowhow Software Total Intangible
- Model fees assets under
development
Year ended March 31, 2018
Gross carrying amount
Opening gross carrying amount 327 303 630 -
Additions (including transfers from intangible assets under development) - 184 184 124
Disposals (including transfer out of intangible assets under development) - - - (124)
Closing gross carrying amount 327 487 814 -
Accumulated amortisation
Opening accumulated amortisation 117 111 228 -
Amortisation charge for the year 103 119 222 -
Disposals - - - -
Closing accumulated amortisation 220 230 450 -
Closing net carrying amount 107 257 364 -
Year ended March 31, 2019
Gross carrying amount
Opening gross carrying amount 327 487 814 -
Additions (including transfer from intangible assets under development) - 15 15
Disposals - - -
Closing gross carrying amount 327 502 829 -
Accumulated amortisation
Opening accumulated amortisation 220 230 450 -
Amortisation charge for the year 50 132 182
Disposals - - -
Closing accumulated amortisation 270 362 632 -
Closing net carrying amount 57 140 197 -
Note 5: Financial assets
5(a) Trade receivables
March 31, 2019 March 31, 2018
Unsecured, considered good#*
Trade receivables 3,208 3,473
Receivables from related parties (refer note 30) 3,161 2,887
Total receivables 6,369 6,360

# includes debts amounting to INR 760 lakhs as at March 31, 2019 (March 31, 2018: 421 lakhs) considered good in respect of which the
Company holds guarantees from the bank.
* includes amount due from Honda Cars India Limited as at March 31, 2019 INR 79 lakhs (March 31, 2018: 77 lakhs), being a fellow subsidiary
Company having common directors.
5(b) Cash and cash equivalents
March 31, 2019 March 31, 2018
Balances with banks
- In current accounts 158 1,091
- In EEFC accounts 611 972
Deposits with maturity of less than three months 801 5
Cheques on hand 221 40
Cash on hand 5 8
Total cash and cash equivalents 1,796 2,116
There are no repatriation restrictions with regard to cash and cash equivalents as at the end of the reporting period and prior periods.
5(c) Other bank balances
March 31, 2019 March 31, 2018
Bank deposits with maturity more than 3 months but less than 12 months 4,258 17,028
Unpaid dividend accounts* 42 39
Total other bank balances 4,300 17,067
*The balances in these accounts are not available for the Company's use. Further, there are no amounts due for payment to the Investor
Education and Protection Fund under Section 125 of Companies Act, 2013 as at the year end.

61
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
5(d) Loans and advances
March 31, 2019 March 31, 2018
Current Non - current Current Non - current
Unsecured, considered good
Security deposits 68 84 66 95
Loan to fellow subsidiary (refer note 30)* 16,000 - - -

Unsecured, considered doubtful

Security deposits 9 - 10 -
Less: Provision for doubtful security deposits (9) - (10) -
Total loans 16,068 84 66 95

* The loan has been given for a period of 12 months and interest is to be charged at a rate of 7.4% per annum.
The loan is repayable on demand by the Company (Lender).
5(e) Other financial assets
March 31, 2019 March 31, 2018
Current Non - current Current Non - current
Unsecured, considered good, unless otherwise stated
Long-term deposits with banks with remaining maturity period more than 12
- 1,106 - 3,052
months
Interest accrued on bank deposits and loans* 371 2 675 3
Total other financial assets 371 1,108 675 3,055

*Includes amount accrued on loan to a fellow subsidiary. as at March 31, 2019 INR 175 lakhs (March 31, 2018: Nil)

Note 6: Deferred tax assets (net)

The balance comprises temporary differences attributable to:
March 31, 2019 March 31, 2018
Expenditure covered by section 43B of Income-tax Act,1961 311 243
Other items
Provision for slow moving inventory and discontinued models 101 83
Provision for doubtful advances 91 101
192 184
Total deferred tax assets 503 427

Set-off of deferred tax liabilities pursuant to set-off provisions

Property, plant and equipment and intangible assets (100) (205)

Other items
Deferred revenue (40) (37)

Total deferred tax liabilities (140) (242)

Net deferred tax assets 363 185
Movements in deferred tax assets and liabilities

Expenditure Property, plant Other items Total

covered by section and equipment
43B of Income-tax and intangible
Act,1961 assets
At April 1, 2017 205 (380) 238 63
(Charged)/credited:
- to profit or loss 22 175 (91) 106
- to other comprehensive income 16 - - 16
At March 31, 2018 243 (205) 147 185
(Charged)/credited:
- to profit or loss 41 105 5 151
- to other comprehensive income 27 - - 27
At March 31, 2019 311 (100) 152 363

62
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Note 7: Non Current Tax assets (net)
March 31, 2019 March 31, 2018
Advance income tax
Opening balance 3,336 2,827
Add: Taxes paid 356 579
Add: Tax refunds/adjustment 228 105
Less: Current tax payable for the year - (175)
Closing balance* 3,920 3,336
*Includes paid under protest as at March 31, 2019 INR 2,180 lakhs (March 31, 2018 : INR 2011 lakhs).

Note 8: Other non-current assets

March 31, 2019 March 31, 2018
Unsecured, considered good, unless otherwise stated
Capital advances 339 73
Recoverable from government authorities* 644 588
Prepaid expenses 25 15
Total 1,008 676

Unsecured, considered doubtful

Special additional duty recoverable 184 184
Export benefits recoverable 27 27
Others 41 30
Total 252 241

Less: Allowance for doubtful advances (252) (241)

Total other non-current assets 1,008 676

* Includes deposit under protest as at March 31, 2019 INR 214 lakhs (March 31, 2018 : INR 213 lakhs)

Note 9: Inventories
March 31, 2019 March 31, 2018
Raw materials [includes in transit: INR 3,301 lakhs (March 31, 2018: INR 2,515 lakhs) 5,963 5,078
Work-in-progress 615 472
Finished goods [includes in transit: INR 241 lakhs (March 31, 2018: INR 656 lakhs) 3,058 2,535
Stock-in-trade [includes in transit: INR 566 lakhs (March 31, 2018: INR 301 lakhs) 1,629 1,087
Stores and spares 193 141
Less : Provision for slow moving inventory (250) (195)
Less: Provision for raw material inventory related to discontinued models (40) (42)
Total inventories 11,168 9,076

Note 10: Other current assets

March 31, 2019 March 31, 2018
Unsecured, considered good, unless otherwise stated
Recoverable from related parties (refer note 30) 33 11
Advances for supply of goods 51 72
Prepaid expenses 136 131
Recoverable from government authorities 89 89
CENVAT credit receivable 47 119
GST receivable 8,597 5,965
Special additional duty recoverable 38 60
Export benefits recoverable 192 318
Others** 11 15
Total 9,194 6,780

** includes advances due from directors or other officers as a part of the conditions of service extended by the Company to all its employees at
March 31, 2019 INR 7 lakhs (March 31, 2018: INR Nil).

63
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Note 11: Equity share capital and other equity
11(a) Equity share capital
Authorised share capital
Equity shares
Number of shares Amount
At the beginning of year - As at March 31, 2018 15,000,000 1,500
At the end of the year - As at March 31, 2019 15,000,000 1,500

Issued, subscribed and paid up share capital

Number of shares Amount
Balance at the beginning of year - As at March 31, 2018 10,143,071 1,014
Balance at the end of the year - As at March 31, 2019 10,143,071 1,014

(i) Movements in equity share capital

Equity share
Number of shares capital
(par value)
Balance at the beginning of year - As at March 31, 2018 10,143,071 1,014
Balance at the end of the year - As at March 31, 2019 10,143,071 1,014
Terms and rights attached to equity shares
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s
residual assets. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital
of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after
distribution of all preferential amounts in proportion to the number of equity shares held.

(ii) Shares of the Company held by holding Co.

March 31, 2019 March 31, 2018

Honda Motor Co. Ltd., Japan 6,762,000 6,762,000

(iii) Details of shareholders holding more than 5% equity shares in the Company

March 31, 2019 March 31, 2018

Number Number
% holding % holding
of shares of shares
Honda Motor Co. Ltd., Japan 6,762,000 66.67% 6,762,000 66.67%
Reliance Capital Trustee Co. Ltd., India 628,609 6.20% 593,070 5.85%

11(b) Other equity

Reserve & Surplus
March 31, 2019 March 31, 2018
Securities premium reserve 396 396
General reserve 12,087 12,087
Retained earnings 38,213 33,948
Total other equity 50,696 46,431

(i) Securities premium reserve

March 31, 2019 March 31, 2018
Balance at the beginning of year 396 396
Balance at the end of the year 396 396

64
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
(ii) General reserve
March 31, 2019 March 31, 2018
Balance at the beginning of year 12,087 12,087
Balance at the end of the year 12,087 12,087

(iii) Retained earnings

March 31, 2019 March 31, 2018
Balance at the beginning of year 33,948 28,754
Net profit for the year 5,415 6,141
Items of other comprehensive income recognised directly in retained earnings
- Remeasurements of post-employment benefit obligation, net of tax (49) (31)
Dividend on equity shares (913) (761)
Dividend distribution tax (188) (155)
Balance at the end of the year 38,213 33,948
Nature and purpose of other reserves
Securities premium reserve
Securities premium reserve represents the amount received in excess of par value of securities (equity shares). The reserve is utilised in
accordance with the provisions of the Companies Act, 2013.
General reserve
The General Reserve is created from time to time on transfer of profits from retained earnings. General reserve is created by transfer from one
component of equity to another and is not an item of other comprehensive income, items included in general reserves will not be subsequently
reclassified to profit and loss.
Retained earnings
Retained earnings represent the undistributed profits of the Company.
During the year a dividend of Rs 9 per share , total dividend Rs. 913 lakhs (Previous Year Rs 7.50 per share, total dividend 761 lakhs) was
paid to equity shareholders. The board of directors recommended the final dividend of Rs 10 per share (Nominal value of Rs. 10/share) for the
financial year 2018-19. The dividend is subject to approval of shareholders in the ensuing Annual General Meeting.

Note 12: Financial liabilities

12(a) Trade payables
March 31, 2019 March 31, 2018
Total outstanding dues of micro enterprises and small enterprises (refer note 35) 261 103
Total outstanding dues of creditors other than micro enterprises and small enterprises * 8,053 7,504
Total trade payables 8,314 7,607
* Includes amount payable to related parties amounting to INR 2,971 lakhs as at March 31, 2019 ( March 31, 2018: INR 3,308 lakhs).(Refer note 30).
12(b) Other financial liabilities
March 31, 2019 March 31, 2018
Current
Security deposits from dealers 203 199
Interest accrued and due on security deposits 11 11
Unpaid dividends 42 39
Employee benefits payable 1,073 886
Capital creditors 304 107
Other Payables 75 63
Total other current financial liabilities 1,708 1,305

Note 13: Contract liabilities

March 31, 2019 March 31, 2018
Contract Liabilities - Advance from customers 986 -
Contract Liabilities - Deferred service revenue 115 -
Total Contract liabilities 1,101 -
(i) Significant changes in contract liabilities:
Contract liabilities include advances from customers for which the Company is obliged to transfer goods or services to the customers.
Also refer note 16.
(ii) Revenue recognised that was included in the contract liabilities balance (disclosed under other curent liabilities as at March 31, 2018).
March 31, 2019 March 31, 2018
Revenue recognised 679 -
679 -

65
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Note 14: Provisions
March 31, 2019 March 31, 2018
Current Non - current Current Non - current
Provision for employee benefits (refer note 25)
Compensated absences 812 - 703 -
Gratuity 134 - 202 -
Other provisions
Warranties (refer note (i) below) 142 52 149 67
Total 1,088 52 1,054 67

(i) Information about individual provisions and significant estimates

Warranties: Provision is made for warranty claims in respect of products sold which are still under warranty at the end of reporting period.
The Company offers warranty for a period of one year to domestic customers and for a period ranging from one year to two years to export
customers. The warranty provision is expected to be utilised within the normal warranty period. The provision has been created based on
management's estimates and past trends of actual claim received.
(ii) Movements in other provisions
Movements in each class of other provisions during the financial year, are set out below:

Warranties
As at April 1, 2017 96
Provision made during the year* 282
Provision utilised during the year (162)
As at March 31, 2018 216
Provision made during the year* 122
Provision utilised during the year (144)
As at March 31, 2019 194
*Net of expected reimbursement of INR 0.11 lakhs (March 31, 2018: INR 0.09 lakhs) from supplies of traded goods recognised in accordance
with the requirements of Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets"

Note 15: Other current liabilities

March 31, 2019 March 31, 2018
Statutory tax payables 552 577
Advance from customers - 590
Deferred service revenue - 108
Sales incentive payable 1,023 901
Total other current liabilities 1,575 2,176

Note 16: Revenue from Operations

March 31, 2019 March 31, 2018
Revenue from Contracts with Customers
Sale of products
Finished goods 70,398 68,690
Stock in trade 8,085 7,194
Spares and components 1,663 506

Sale of Services 426 373

Total 80,572 76,763

Other operating revenue

Scrap sales 143 122
Support service fees 178 140
Export benefit income 688 708
Others 7 8
1,016 978

Total revenue from operations* 81,588 77,741

66
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
* Effective April 1, 2018, the Company has adopted Ind AS 115 “Revenue from Contracts with Customers” using the modified retrospective
approach, which is applied to contracts outstanding as of April 01, 2018. Accordingly, the comparatives have not been retrospectively adjusted.
Refer Note 2 (viii) “Significant Accounting Policies,” for details. The effect on adoption of Ind AS 115 was insignificant.

* Till 30 June 2017, Revenue from operations included the applicable excise duty which was also shown as operating expense. Post the
applicability of Goods and Services Tax (GST) with effect from 1 July 2017, revenue from operations is disclosed net of GST. Accordingly,
the revenue from operations and other expenses for the year ended on 31st March, 2019 are not comparable with the corresponding period
presented in the financial statements.
Reconciliation of revenue recognised with contract price:
March 31, 2019 March 31, 2018
Contract Price 82,603 78,905
Sales incentive (1,916) (2,034)
Deferred Service Revenue (115) (108)
Total revenue from contracts with customers 80,572 76,763

Revenue related to the service coupons is deferred and recognised when the coupons are redeemed or expired whichever is earlier. Management
estimates that the entire deferred revenue would be recognised as revenue within next 12 months.
Note 17: Other income
March 31, 2019 March 31, 2018
Interest income from financial assets at amortised cost - Deposits with Bank 1,285 1,268
Interest income on loan to fellow subsidiary (refer note 30) 195 -
Interest income on income tax refund 110 105
Net gain on sale of property, plant and equipments 50 33
Foreign exchange fluctuation (net) 60 -
Provisions / liabilities written back to the extent no longer required 45 68
Miscellaneous income 21 20
Total other income 1,766 1,494

Note 18: Cost of materials consumed

March 31, 2019 March 31, 2018
Raw material Inventory at the beginning of the year 5,078 5,096
Add : Purchases 45,058 37,902
Less : Raw material Inventory at the end of the year 5,963 5,078
Total cost of materials consumed 44,173 37,920

Note 19: Changes in inventories of finished goods, work-in-progress and stock-in-trade

March 31, 2019 March 31, 2018
Inventories at the end of the year:
Finished goods 3,058 2,535
Stock-in-trade 1,629 1,087
Work-in-progress 615 472
5,302 4,094
Inventories at the beginning of the year:
Finished goods 2,535 5,110
Stock-in-trade 1,087 1,594
Work-in-progress 472 400
4,094 7,104
(Increase) /decrease in excise duty - (456)
Total changes in inventories of finished goods, stock-in-trade and work-in-progress (1,208) 2,554

Note 20: Employee benefits expense

March 31, 2019 March 31, 2018
Salaries, wages and bonus 8,419 7,337
Contribution to provident fund and other funds (refer note 25) 407 369
Gratuity (refer note 25) 131 113
Compensated absences (refer note 25) 221 225
Staff welfare expenses 651 605
Total employee benefits expense 9,829 8,649

67
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)

Note 21: Finance costs

March 31, 2019 March 31, 2018
Interest on dealers security deposits 12 12
Interest on others - 12
Total finance costs 12 24

Note 22: Depreciation and amortisation expense

March 31, 2019 March 31, 2018
Depreciation of property, plant and equipment (refer note 3) 1,931 2,029
Amortisation of intangible assets (refer note 4) 182 222
Total depreciation and amortisation expense 2,113 2,251
Note 23: Other expenses
March 31, 2019 March 31, 2018
Consumption of stores and spare parts 331 291
Power and fuel 731 594
Rent (refer note 32(b)) 293 295
Repairs
- Building 32 47
- Machinery 137 112
- Others 94 98
Insurance 90 97
Rates and taxes 12 37
Royalty 2,976 2,870
Technical guidance fees 339 280
Freight, clearing and forwarding 2,163 1,993
Commission on sales 2,554 2,574
Advertisement and sales promotion 366 465
Service expenses 187 173
Travelling expenses 599 534
Legal and professional fees (refer note 23(a)) 584 514
Vehicle running expenses 136 162
Foreign exchange fluctuation (net) - 139
Bad debts written off 5 -
Provision for slow moving inventory 53 0
Provision for doubtful advances 11 3
Advances written off 28 -
Warranty 122 282
Security expenses 97 81
Bank charges 45 43
Contribution towards corporate social responsibility (Refer note 23(b)) 185 162
Miscellaneous expenses 468 488
Total other expenses 12,638 12,334

68
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Note 23(a): Details of payments to auditors
March 31, 2019 March 31, 2018
Payments to auditors#
As auditor:
Audit fee 55 31
Tax audit fee 3 3
Limited reviews fee 9 9
Re-imbursement of expenses 10 3
In Other Capitcity:
Certification Fees - 1
Total payments to auditors 77 47
# excluding service tax/GST

Note 23(b): Corporate social responsibility expenditure

As per Section 135 of the Companies Act 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The
Company has contributed INR 185 lakhs (March 2018: 86 lakhs) towards Prime Minister National Relief Fund & Rs. Nil (March 2018: 76 lakhs)
towards Confederation of Indian Industry, as specified in Schedule VII of the Companies Act, 2013.
March 31, 2019 March 31, 2018
Amount required to be spent as per Section 135 of the Act 185 162
Amount spent during the year on
(i) Construction/acquisition of an asset - -
(ii) On purposes other than (i) above 185 162

Note 24: Income tax expense

March 31, 2019 March 31, 2018
(a) Income tax expense
Current tax
Current tax on profits for the year 3,067 3,399

Total current tax expense 3,067 3,399

Deferred tax
Decrease/(increase) in deferred tax assets (155) 69
(Decrease)/increase in deferred tax liabilities 4 (175)
Total deferred tax expense/(benefit) (151) (106)
Income tax expense 2,916 3,293

(b) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate:
March 31, 2019 March 31, 2018
Profit before income tax expense 8,331 9,434
Tax at the India tax rate of 34.944% (2017-2018: 34.608%) 2,911 3,265
Tax effect of amounts which are not deductible / (taxable) in calculating taxable income:
Amortisation of leasehold land 2 2
Corporate social responsibility expenditure - 26
Interest On Income Tax - 4
Other items 3 (4)
Income tax expense 2,916 3,293

69
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Note 25 : Employee benefits

(i) Leave obligations

The leave obligations cover the Company’s liability for earned leave.
The amount of the provision of INR 812 lakhs (March 31, 2018: INR 703 lakhs) is presented as current since the Company does not have
an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all
employees to take the full amount of accrued leave or require payment within the next 12 months.
March 31, 2019 March 31, 2018
Leave obligations not expected to be settled within the next 12 months 734 642

(ii) Defined contribution plans

Superannuation Fund
The expense recognised during the period towards defined contribution plan is INR 82 lakhs (March 31, 2018: 74 lakhs).
Employee State Insurance
The expense recognised during the period towards defined contribution plan is INR 22 lakhs (March 31, 2018: 22 lakhs).

(iii) Post-employment obligations

(a) Gratuity
(b) Provident fund
The expenses recognised during the period towards provident fund is INR 303 lakhs (March 31, 2018: INR 274 lakhs) which also includes
defined contribution to family pension scheme INR 116 lakhs (March 31, 2018: 111 lakhs).

Balance sheet amounts - Gratuity

The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:
Present value of Fair value of
Net Amount
obligation plan assets
April 1, 2017 1,316 (1,156) 160
Current service cost 102 - 102
Interest expense/(income) 99 (88) 11
Total amount recognised in profit or loss 201 (88) 113
Remeasurements
Return on plan assets, excluding amounts included in interest expense/(income) - (2) (2)
(Gain)/loss from change in financial assumptions (20) - (20)
Experience (gains)/losses (experience adjustment) 69 - 69
Total amount recognised in other comprehensive income 49 (2) 47
Employer contributions - (118) (118)
Benefit payments (127) 127 -
March 31, 2018 1,439 (1,237) 202

April 1, 2018 1,439 (1,237) 202

Current service cost 116 - 116
Interest expense/(income) 111 (96) 15
Total amount recognised in profit or loss 227 (96) 131
Remeasurements
Return on plan assets, excluding amounts included in interest expense/(income) - (6) (6)
(Gain)/loss from change in financial assumptions 11 - 11
Experience (gains)/losses 71 - 71
Total amount recognised in other comprehensive income 82 (6) 76
Employer contributions - (275) (275)
Benefit payments (114) 114 -
March 31, 2019 1,634 (1,500) 134

70
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Balance sheet amounts - Provident fund
Present value of Fair value of Net Amount
obligation plan assets
April 1, 2017 4,187 (4,478) (291)
Current service cost 157 - 157
Interest expense/(income) 316 (316) -
Total amount recognised in profit or loss 473 (316) 157
Remeasurements
Return on plan assets, excluding amounts included in interest expense/(income) - (89) (89)
(Gain)/loss from change in financial assumptions (0) - (0)
Experience (gains)/losses (experience adjustment) 70 - 70
Total amount recognised in other comprehensive income 70 (89) (19)
Employer contributions - (157) (157)
Contributions by plan participants/employees 438 (438) -
Benefits paid (387) 387 -
Settlements/transfer in 10 (10) -
March 31, 2018 * 4,791 (5,101) (310)

April 1, 2018 4,791 (5,101) (310)

Current service cost 176 - 176
Interest expense/(income) 369 (369) -
Total amount recognised in profit or loss 545 (369) 176
Remeasurements
Return on plan assets, excluding amounts included in interest expense/(income) - (71) (71)
(Gain)/loss from change in financial assumptions - - -
Experience (gains)/losses 64 - 64
Total amount recognised in other comprehensive income 64 (71) (7)
Employer contributions - (176) (176)
Contributions by plan participants/employees 490 (490) -
Benefit payments (357) 357 -
Settlements/transfer in 20 (20) -
March 31, 2019 5,553 (5,870) (317)
* There is surplus in the provident fund, hence no liability has been recognised

The net liability disclosed above relates to funded and unfunded plan is as follows:
Gratuity Provident fund
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Present value of funded obligations 1,634 1,439 5,553 4,791
Fair value of plan assets (1,500) (1,237) (5,870) (5,101)
Deficit/(surplus) of funded plan 134 202 (317) (310)
Unfunded plans - - - -
Deficit/(surplus) of gratuity plan and provident fund* 134 202 (317) (310)
*Excess of planned assets over defined benfit obligations has not been recognised in the books. The Company is under an obligation to make
good the shortfall, if any.
(iv) Post employment benefits
Significant estimates: actuarial assumptions and sensitivity
The significant actuarial assumptions were as follows:
Gratuity Provident fund
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Discount rate 7.62% 7.71% 7.62% 7.71%
Salary growth rate 8.00% 8.00% - -
Expected statutory interest rate on the ledger balance - - 8.65% 8.55%
Expected short fall in interest earnings on the fund - - 0.05% 0.05%
Retirement age 58 years 58 years 58 years 58 years
Mortality rate 100% of IALM 100% of IALM 100% of IALM 100% of IALM
(2006-08) (2006-08) (2006-08) (2006-08)
Withdrawal rate
Ages:
Upto 30 years 3% 3% 3% 3%
From 31 to 44 years 2% 2% 2% 2%
Above 44 years 1% 1% 1% 1%

71
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
(v) Sensitivity analysis
The sensitivity of the defined benefit obligation to changes in the principal assumptions is:
(i) Changes in defined benefit obligation of Gratuity plan due to change in discount rate
March 31, 2019 March 31, 2018
a) Defined benefit obligation 1,634 1,439
b) Impact on defined benefit obligation at 0.5% increase in discount rate (64) (56)
c) Impact on defined benefit obligation at 0.5% decrease in discount rate 70 61
(ii) Changes in defined benefit obligation of Gratuity plan due to change in salary growth rate
March 31, 2019 March 31, 2018
a) Defined benefit obligation 1,634 1,439
b) Impact on defined benefit obligation at 0.5% increase in salary growth rate 69 60
c) Impact on defined benefit obligation at 0.5% decrease in salary growth rate (65) (56)

(iii) Changes in defined benefit obligation of Provident Fund plan due to change in discount rate
March 31, 2019 March 31, 2018
a) Defined benefit obligation 5,553 4,791
b) Impact on defined benefit obligation at 0.5% increase in discount rate (1) (1)
c) Impact on defined benefit obligation at 0.5% decrease in discount rate 1 1

(iv) Changes in defined benefit obligation of Gratuity plan due to changes in mortality rate, is negligible.
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is
unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation
to significant actuarial assumption the same method (present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

(v) The major categories of plan assets are as follows:

Gratuity
March 31, 2019 March 31, 2018
Unquoted in % Unquoted in %
Investment funds
Funds managed by insurer 1,500 100% 1,237 100%
Total 1,500 100% 1,237 100%

Provident fund
March 31, 2019 March 31, 2018
Unquoted in % Unquoted in %
Investment funds
Government securities 2,935 50% 2,551 50%
Public sector unit bonds 2,642 45% 2,295 45%
Mutual funds 293 5% 255 5%
Total 5,870 100% 5,101 100%

(vi) Risk exposure

Through its defined benefit plan, the Company is exposed to a number of risks, the most significant of which are defined below:
Investment risk If plan is funded then assets and liabilities mismatch and actual investment return on assets is lower
than the discount rate assumed at the last valuation date can impact the liability.
Discount rate Reduction in discount rate in subsequent valuations can increase the plan's liability.
Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact
Mortality and disability
the liabilities.
Salary increases Actual salary increases will increase the plan's liability. Increase in salary increase rate assumption in
future valuations will also increase the liability.
Withdrawals Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal
rates at subsequent valuations can impact plan’s liability.

72
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
(vii) Defined benefit liability and employer contributions
Expected contribution to post-employment benefit plan for the year ended March 31, 2020 is INR 133 lakhs.
The weighted average duration of the defined benefit obligation of Gratuity plan as at March 31, 2019 is 16.73 years (March 31, 2018: 17.09
years). The expected maturity analysis of gratuity is as follows:
Less than Between 1-2 Between 2-5 Over 5 Total
a year years years years
March 31, 2019
Defined benefit obligation 201 30 173 1,230 1,634
Total 201 30 173 1,230 1,634
March 31, 2018
Defined benefit obligation 128 24 72 1,215 1,439
Total 128 24 72 1,215 1,439

Note 26: Fair value measurements

Financial instruments by category
March 31, 2019 March 31, 2018
Notes
Amortised cost Amortised cost
Financial assets
Trade receivables 5(a) 6,369 6,360
Loans & Security Deposits 5(d) 16,152 161
Cash and cash equivalents 5(b) 1,796 2,116
Other bank balances 5(c) 4,300 17,067
Long-term deposits with banks with remaining maturity period
5(e) 1,106 3,052
more than 12 months
Interest accrued on bank deposits 5(e) 373 678
Total financial assets 30,096 29,434
Financial liabilities
Trade payables 12(a) 8,314 7,607
Security deposits 12(b) 203 199
Interest accrued and due on security deposits 12(b) 11 11
Unpaid dividends 12(b) 42 39
Employee benefits payable 12(b) 1,073 886
Other Payables 12(b) 75 63
Capital creditors 12(b) 304 107
Total financial liabilities 10,022 8,912
(i) Fair value hierarchy
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices (for example, listed equity instruments, traded bonds and
mutual funds that have quoted price). There are no financial instruments measured using Level 1 valuation technique.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives)
is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific
estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
(a) The management assessed that the cash and cash equivalents, trade receivables, trade payables, other bank balances,loans, security
deposits, fixed deposits with banks and its interest accrued and other financial assets and liabilities approximate the carrying value due to their
short term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in forced or liquidation sale.
(iii) Valuation processes
The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial
reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer (CFO). Discussions of valuation processes
and results are held between the CFO and the valuation team at least once every three months, in line with the Company’s quarterly reporting
periods.

73
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
(iv) Fair value of financial assets and liabilities measured at amortised cost
The following summarises the financial instruments at fair value and classification of financial instruments into the three levels prescribed under
the Accounting Standards:

There are no financial assets and financial liabilities in a category measured at fair value-recurring fair value measurements.
The carrying amounts of trade receivables, cash and cash equivalents, other bank balances, trade payables, employee benefits payables, interest
accrued, unpaid dividends, capital creditors, deferred service revenue and security deposits received are considered to be the same as their fair
values, due to their short-term nature.
The fair values for security deposits given and long - term deposits with banks with remaining maturity period more than 12 months were calculated
based on cash flows discounted using a current lending rate. Security deposits is classified as level 3 fair values in the fair value hierarchy due to
the inclusion of unobservable inputs, including counterparty credit risk and long term deposits with banks with remaining maturity period more than
12 months is classified as level 2 for values in the fair value hierarchy due to the inclusion of observable inputs including current market lending
rate. The carrying amount is considered to approximate the same to fair value as at the reporting date.
Note 27: Financial risk management
The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company’s overall risk management program focuses on
the unpredictability of financial markets and seeks to minimize the potential adverse effects on the Company’s financial performance. This note
explains the sources of risk which the entity is exposed to and how the entity manages such risk.
Risk Exposure arising from Measurement Management
Credit risk Cash and cash equivalents, trade Ageing analysis Diversification of bank deposits, credit
receivables, financial assets limits, letter of credit and periodic
measured at amortised cost monitoring of realisable value
Liquidity risk Other liabilities Rolling cash flow forecasts Availability of sufficient internally
generated operating cash flows
Market risk - foreign exchange Recognised financial assets and Cash flow forecasting Cash flow forecasting
liabilities not denominated in Indian Sensitivity analysis
rupee (INR)
The Company’s senior management oversees the management of these risks. The Company’s risk management policies are established to
identify and analyse the risks faced by the Company to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.
(A) Credit risk
Credit risk arises from cash and cash equivalents, financial assets carried at amortised cost and deposits with banks, as well as credit exposures
to customers, including outstanding receivables.
(i) Credit risk management
Trade receivables and other financial assets
A default is when the counterparty fails to make contractual payments within 30 days of when they fall due in case of trade receivables and for
other financial assets as prescribed by relevant terms of the contract. This definition of default is determined considering the business environment
in which the Company operates and other macro-economic factors. Assets are written-off when there is no reasonable expectation of recovery,
such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the Company. Where financial assets have been written
off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are
recognized in the statement of profit and loss.
The Company extends credit to the customers considering factors such as credit track record in the market and past dealing with the Company for
extension of credit to customers. The Company monitors the payment track record of the customers. The Company’s third party export customers
are secured through letter of credit and majority of the Company’s export trade receivables are outstanding but not due with its related entities,
which mitigates the risk to an extent.
Cash and cash equivalents and deposits with banks
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank
deposits accounts in different banks across the Country.
Loan to a fellow subsidiary
This loan is considered to be at low credit risk. Management considers the loan to be low credit risk when it has a low risk of default and the
borrower has a strong capacity to meet its contractual cash flow obligations in the near term. The loan is with the Company’s related entity which
is repayable on demand of the Company which mitigates the risk to an extent.
(ii) Provision for expected credit losses
The company provides for expected credit loss based on the following:
(a) Financial assets for which loss allowance is measured using 12 month expected credit losses
The 12-month expected credit loss is a portion of the lifetime expected credit losses which results from default events that are possible within
12 months after the reporting date. At initial recognition, financial assets are considered as having negligible credit risk. The Company monitors
whether there is any significant increase in credit risk since initial recognition.

74
Notes to the financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
(b) Financial assets for which loss allowance is measured using life time expected credit losses
Lifetime expected credit loss are the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. Management believes that the unimpaired amounts that are 6 months past due date are still collectible in full. The Company considers
the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis
throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default
occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and
supportive forwarding-looking information. Considering the above factors the trade receivables continue to have a negligible credit risk on initial
recognition and thereafter on each reporting date.
Significant estimates and judgments
Impairment of financial assets
The impairment provisions for financial assets disclosed above are based on assumptions about risk of default and expected loss rates. The
Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company past
history, existing market conditions as well as forward looking estimates at the end of each reporting period.
(B) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled
by delivering cash. The Company’s approach to managing liquidity is to ensure, that it will have sufficient liquidity to meet its liabilities when they
are due.
The Company aims to maintain the level of its cash and cash equivalents and other highly marketable debt investments at an amount in excess
of expected cash outflows on financial liabilities.
Maturities of financial liabilities
The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for all financial
liabilities:
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as
the impact of discounting is not significant.

Contractual maturities of financial liabilities Less than one year Total

March 31, 2019
Trade payables 8,314 8,314
Security deposits 203 203
Employee benefits payables 1,073 1,073
Other financial liabilities 432 432
March 31, 2018
Trade payables 7,607 7,607
Security deposits 199 199
Employee benefits payables 886 886
Other financial liabilities 220 220

(C) Market risk

(i) Foreign currency risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, JPY and THB.
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the
Company’s functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows.
(a) Foreign currency risk exposure
The Company’s exposure to foreign currency risk at the end of the reporting period expressed in INR, are as follows:

March 31, 2019

USD JPY THB EURO AUD CAD
Financial assets
Trade receivables* 3,042 - - - - -
Cash balance** 0 - - - - -
Bank balance in EEFC accounts 611 - - - - -
Exposure to foreign currency risk (assets) 3,653 - - - - -
Financial liabilities
Trade payables*** 1,891 540 317 4 - -
Exposure to foreign currency risk (liabilities) 1,891 540 317 4 - -

* includes INR 0.43 lakhs (for FC JPY)

**includes INR 0.10 lakhs (for FC THB)
***includes INR 0.10 lakhs (for FC GBP)

75
Notes forming part of financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
March 31, 2018
USD JPY THB EURO AUD CAD
Financial assets
Trade receivables* 3,406 - - - - -
Cash balance** 0 - - - - -
Bank balance in EEFC accounts 972 - - - - -
Exposure to foreign currency risk (assets) 4,378 - - - - -
Financial liabilities
Trade payables*** 2,283 367 282 4 2 9
Exposure to foreign currency risk (liabilities) 2,283 367 282 4 2 9
* includes INR 0.37 lakhs (for FC JPY)
**includes INR 0.05 lakhs (for FC THB)
***includes INR 0.10 lakhs (for FC GBP)
(b) Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments
Impact on profit before tax
March 31, 2019 March 31, 2018
USD sensitivity
Increase by 5% (March 31, 2018: 5%)* 88.1 104.7
Decrease by 5% (March 31, 2018: 5%)* (88.1) (104.7)
JPY sensitivity
Increase by 5% (March 31, 2018: 5%)* (27.0) (18.3)
Decrease by 5% (March 31, 2018: 5%)* 27.0 18.3
THB sensitivity
Increase by 5% (March 31, 2018: 5%)* (15.9) (14.1)
Decrease by 5% (March 31, 2018: 5%)* 15.9 14.1
* holding all other variables constant.

Note 28: Capital management

(a) Risk management
The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to
provide returns for shareholders and benefits for other stakeholders.
The Company does not have any debt in its financial statements. The Company is dependent on the capital contribution and cash flows
generated from operations for the funding. The Company is not subject to any externally imposed capital requirements.
There is no change in the Company’s capital structure since the previous year.
(b) Dividends
March 31, 2019 March 31, 2018
(i) Equity shares
Final dividend for the year ended March 31, 2018 of INR 9.00 (March 31, 2017: INR 7.50) per fully paid 913 761
share.
(ii) Dividends not recognised at the end of the reporting period
In addition to the above dividends, since year end the directors have recommended the payment of a 1014 913
final dividend of INR 10 (March 31, 2018: INR 9) per fully paid up equity share. This proposed dividend
is subject to the approval of shareholders in the ensuing annual general meeting.
Note 29: Segment information
The Company is primarily engaged in the business of "Power Products". The Chief Executive Officer is the Company's Chief Operating Decision
Maker (CODM) within the meaning of Ind AS 108 'Operating Segments'. CODM examines the Company's performance, reviews internal
management reports, allocates resources based on analysis of various performance indicator of the Company as a single unit. Therefore, there
is no reportable segment for the Company as per the requirements of Ind AS 108 "Operating Segment".
Geographical information
The Company is domiciled in India. The amount of its revenue from external customers attributable to the entity's country of domicile and
attributable to all foreign countries in total from which the entity derives revenue is shown in the table below:
Particulars March 31, 2019 March 31, 2018
India 48,744 45,294
Foreign countries 32,844 32,447
Total 81,588 77,741
Revenue from transactions with external customers amounting to 10% or more of an entity's revenue is INR 22,915 lakhs (March 31, 2018:
INR 21,048 lakhs).
The total of non-current assets other than financial assets and deferred tax assets broken down by location of the assets is shown below:
Particulars March 31, 2019 March 31, 2018
India 14,727 14,179
Foreign countries - -
Total 14,727 14,179

76
Notes forming part of financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Note 30: Related party transactions
(a) Parent entity
The Company is controlled by the following entity:
Ownership interest
Name Type Place of incorporation
March 31, 2019 March 31, 2018
Honda Motor Co. Ltd. Holding and ultimate Japan 66.67% 66.67%
holding company
(b) Other related parties
Type Name Place of incorporation
Fellow subsidiaries with Honda Philippines Inc. Philippines
whom transactions have Honda Del Peru S.A. Peru
been undertaken Honda de Mexico S.A. de C.V. Mexico
Honda Australia M. & P.E. Pty. Limited Australia
Asian Honda Motor Co. Limited Thailand
Honda Trading Corporation Japan
Honda Trading Asia Co. Limited Thailand
PT. Honda Power Products Indonesia Indonesia
Honda Motorcycle and Scooter India Private Limited India
Moto Honda da Amazonia Ltd. Brazil
Honda Trading (South China) Co. Limited Hong Kong
Honda R & D Co. Limited Japan
Honda R & D (India) Private Limited India
Honda Motor de Argentina S.A. Argentina
Shanghai Honda Trading Co. Limited China
PT. Honda Trading Indonesia Indonesia
Honda Trading Brasil Ltd. Brasil
Honda Canada Inc. Canada
American Honda Motor Co. Inc. USA
Honda Trading De Argentina S.A. Argentina
Honda Trading Corporation India Private Limited India
Honda Gulf FZE UAE
Honda Taiwan Co Ltd Taiwan
Thai Honda Manufacturing Co Ltd Thailand
Honda Access India Private Limited India
Honda Mindong Generator Co. Ltd. China
Honda Kaihatsu Co. Ltd. Japan
Honda Trading Europe Ltd. Belgium
Honda Motor Europe Limited UK
Jialing-Honda Motors Co. Ltd. China
Honda Cars India Limited India
Honda Selva Del Peru S.A. Peru
Honda Trading Philippines Ecozone Corporation Philippines
Honda Trading America Corp. America
Honda Motor De Chile S.A. Chile
Taiwan Honda Trading Co. Ltd. Taiwan
Honda Vietnam Power Products Co. Ltd. Vietnam
Rajasthan Prime Steel Processing Center Private Limited India
Key management personnel Mr. Yoshifumi Iida- President and CEO
Mr. Hiroyoshi Sugimizu- Senior Vice President and Whole time director
Mr. Vinay Mittal- Senior Vice President, Whole time director and CFO
Mr. Siddharth Shriram, Chairman
Mr. D.V. Kapur, Director (Retired on 31st March 2019)
Mr. Ravi V. Gupta, Director (Retired on 31st March 2019)
Mr. Manoj Arora, Director
Ms. Alka M. Bharucha, Director

77
Notes forming part of financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
(c) Key management personnel (KMP) compensation*
March 31, 2019 March 31, 2018
Short-term employee benefits
Mr Yoshifumi Iida 241 201
Mr Hiroyoshi Sugimizu 211 167
Mr Vinay Mittal 127 110
Sitting fees
Mr Siddharth Shriram 7 5
Mr D.V. Kapur 9 6
Mr Ravi V. Gupta 6 4
Mr Manoj Arora 7 5
Ms Alka. M. Bharucha 3 3
Short- term employee benefits payables
Payable to employees - 10
Other Recoverable from employees 7 -
*Excludes contribution to the gratuity fund and provision for leave encashment determined on an actuarial basis, as these are determined for the
Company as a whole.

(d) Transactions with related parties

March 31, 2019 March 31, 2018
Holding Company
Purchase of goods
Stock-in-trade 2,130 1,263
Components, raw material, consumables and spares 4,085 3,750

Purchase of capital goods 8 -

Other Expenses
Technical guidance fee 339 280
Royalty 2,976 2,841
Export commission on sales 2,521 2,498

Sale of products
Finished goods 507 625
Spares and components 1 -

Dividend paid 609 507

Reimbursement of expenses
Paid 866 673
Received 46 59

Fellow subsidiaries with whom transaction exceeds 10% of the total class of transaction

Purchase of stock-in-trade
Asian Honda Motor Co. Limited, Thailand 4,536 3,470

78
Notes forming part of financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)

March 31, 2019 March 31, 2018

Purchase of components, raw material, consumables and spares
Asian Honda Motor Co. Limited, Thailand 1,642 2,213
Honda Trading Asia Co. Ltd., Thailand 354 339
Honda Trading Corporation, Japan 680 581
Rajasthan Prime Steel Processing Center Privale Limited, India 458 377
Shanghai Honda Trading Co. Ltd., China 488 436
Honda Trading Corp. India Pvt. Ltd., India 329 5
Others 104 90
Purchase of capital goods
Honda Trading Corporation, Japan 5 10
Honda Motorcycle and Scooter India Pvt. Ltd., India 5 -
Sale of finished goods
American Honda Motor Co. Inc, USA 22,915 21,048
Honda Australia M. and P.E. PTY Ltd., Australia 1,638 1,855
Honda Canada Inc., Canada 3,065 2,809
Honda Motor Europe Ltd, United Kingdom 1,786 1,936
Others 1,263 784
Sale of spares and components
Honda Cars India Ltd., India 359 371
Honda Motorcycle and Scooter India Pvt. Ltd., India 944 -
Others 258 10
Fee for infrastructure support services
Honda R&D (India) Pvt. Ltd., India 16 16
Support service fees
Honda Cars India Ltd., India 178 140
Loan to fellow subsidiary
Honda Cars India Ltd., India** 16,000 -
Interest Income on Loan
Honda Cars India Ltd., India 195 -
Reimbursement of expenses paid
American Honda Motor Co. Inc, USA 109 138
Honda Canada Inc., Canada 39 35
Others 98 89
Reimbursement of expenses received
Honda Cars India Ltd., India 9 12
Honda R&D (India) Pvt. Ltd., India 10 11
Others 2 1
** This is subject to an approval from the shareholders in its ensuing Annual General Meeting.

79
Notes forming part of financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
(e) Outstanding balances arising from sales/purchases of goods and services, purchase of assets and other transactions
The following balances are outstanding at the end of the reporting period in relation to transactions with related parties:

March 31, 2019 March 31, 2018

Holding Company
Trade Payable 2,264 2,727
Trade Receivable 43 124
Other Recoverable 30 7
Fellow subsidiaries
Trade Payable
Asian Honda Motor Co. Ltd., Thailand 500 383
Others 207 198
Trade Receivable
American Honda Motor Co. Inc, USA 1,995 1,379
Honda Australia M. and P.E. PTY Ltd., Australia 124 385
Honda Canada Inc., Canada 399 558
Honda Motor Europe Ltd, United Kingdom 121 175
Honda Motorcycle and Scooter India Pvt. Ltd., India 192 -
Honda Gulf FZE 124 -
Others 163 265
Loan to fellow subsidiary
Honda Cars India Limited, India 16,000 -
Interest accrued on loan to fellow subsidiary
Honda Cars India Limited, India 175 -
Other Recoverable
American Honda Motor Co. Inc, USA - 1
Honda R&D (India) Pvt. Limited, India 1 1
Others 2 0
Advance from customers
Thai Honda Manufacturing Co Ltd 22 -
Others 0 0
There is no impairment allowance recognised in respect of receivables due from related parties.

(f) Terms and conditions

Transactions relating to dividends were on the same terms and conditions that applied to other shareholders.
Goods and services were sold to the related parties during the year based on the price lists in force / other appropriate basis, as applicable, and
terms that would be available to third parties.
All other transactions were made on normal commercial terms and conditions and at market rates. All outstanding balances are unsecured and
settled in cash.

Note 31: Contingent liabilities

The Company had contingent liabilities at the year end in respect of:
March 31, 2019 March 31, 2018
Claims against the Company not acknowledged as debts
Income tax matters 7,626 5,893
Excise and customs matters 2,695 2,705
Service tax matters 6 6
Sales tax matters 873 840
Dispute on transfer of lease right of factory land at Rudrapur - 722
Other matters 11 17

Notes
(i) In respect of the matters above, the amount represents the demands received under the respective demand/ show cause notices/ legal
claims, wherever applicable.

80
Notes forming part of financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
(ii) Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in
respect of the above as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.
(iii) The Company does not expect any reimbursements in respect of the above contingent liabilities.
(iv) During the year, the Company has received a show cause notice dated May 30, 2018 from Regional Commissioner - Noida under section 7A
of the Employees’ Provident Fund and Miscellaneous Provisions Act 1952 challenging the salary structure used for determining the liability
under the act in case of International workers. Presently the proceedings subsequent to the notice are in data collection stage and no demand
has been raised on the Company.
The Company has filed a writ petition against the show cause notice and proceedings thereto, in Allahabad High court, wherein the Hon’able
High court in their order dated April 30, 2019 directed that any final order passed by the Provident Fund authorities will be subject to the
disposal of the present writ petition.
Based on the opinion obtained from external legal expert’s, the management has assessed that the Company has a good case in the said
matter.
(v) The Company is in the process of evaluating the impact of the recent Supreme Court Judgment in case of “Vivekananda Vidyamandir And
Others Vs The Regional Provident Fund Commissioner (II) West Bengal” and the related circular (Circular No. C-I/1(33)2019/Vivekananda
Vidya Mandir/284) dated March 20, 2019 issued by the Employees’ Provident Fund Organisation in relation to non-exclusion of certain
allowances from the definition of “basic wages” of the relevant employees for the purposes of determining contribution to provident fund
under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952. In the assessment of the management which is supported by
legal advice, the aforesaid matter is not likely to have a significant impact and accordingly, no provision has been made in these Financial
Statements.
Note 32: Commitments
(a) Capital commitments
Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities (net of advances) is as follows

March 31, 2019 March 31, 2018

Estimated amount of contracts remaining to be executed on capital account and not provided
for (net of advances)
Property, plant and equipment 473 82

(b) Operating leases

a) General description of the Company’s operating lease arrangements:
The Company enters into operating lease arrangements for offices, residential premises for its employees and equipment for generating
power for captive consumption. Some of the significant terms and conditions of the arrangements are:
- certain agreements for premises may generally be terminated by the lessee or either party by serving one to three month’s notice or by
paying the notice period rent in lieu thereof.
- certain agreements for premises where the lock in period ranges from 6 to 36 months.
- the lease arrangements are generally renewable on the expiry of lease period subject to mutual agreement.
b) Rental expense relating to operating lease
March 31, 2019 March 31, 2018
Minimum lease payments 301 303
301 303

c) Future minimum lease payments under non-cancellable operating lease are payable as follows:
March 31, 2019 March 31, 2018
Within one year 15 10
Later than one year but not later than five years - 23
15 33

(d) The Company has sub-leased one of its leasehold premises. The sub-lease agreement is cancellable by either party by serving three
months notice period. The rent received during the year amounting to INR 8 lakhs (March 31, 2018: INR 8 lakhs) has been netted off with rent
expense.

Note 33: Events occuring after the reporting period

(i) Refer to note 28(b) for the final dividend recommended by the directors which is subject to the approval of shareholders in the ensuing annual
general meeting.

81
Notes forming part of financial statements for the year ended March 31, 2019
(All amounts in INR lakhs, unless otherwise stated)
Note 34: Earnings per share
March 31, 2019 March 31, 2018
Net profit attributable to the equity holders of the Company 5,415 6,141

Weighted average number of equity shares used as the denominator in calculating basic 10,143,071 10,143,071
and diluted earnings per share
Basic and diluted earnings per share 53.39 60.54
Note: There are no dilutive instruments

Note 35: Disclosure as required under Micro, Small and Medium Enterprises Development Act, 2006 based on the information

Particulars March 31, 2019 March 31, 2018

The amounts remaining unpaid to micro and small suppliers as at the end of the year

-Principals 261 103

-Interest - -
The amount of interest paid by the buyer as per the Micro, Small and Medium Enterprises - -
Development Act, 2006 (MSMED Act, 2006)
The amounts of the payments made to micro and small supplier beyond the appointed day - -
during each accounting year
The amount of interest due and payable for the period of delay in the making payment - -
(which have been paid but beyond the appointed day during the year) but without adding
the interest specified under MSMED Act, 2006
The amount of interest accrued and remaining unpaid at the end of each accounting year - -

The amount of further inrterest remaining due and payable even in succeeding years, until - -
such date when the interest dues as above are actually paid to small enterprise for the
purpose of disallownace as a deductible expenditure under the MSMED Act, 2006

Note 36: Exceptional item of INR. 350 lakhs represents the amount paid on account of final settlement in respect of disputed matter related to
lease hold land of the company situated at Rudrapur.

Note 37: The previous year figures are regrouped and rearranged to conform to the current period presentation.

For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No. 012754N/ N500016 Honda Siel Power Products Limited
Chartered Accountants
Manoj Arora Director
Alka M. Bharucha Director
Abhishek Rara Sunita Ganjoo Yoshifumi Iida President and CEO
Partner Company Secretary H. Sugimizu Whole time director
Membership No. 077779 Vinay Mittal Whole time director & CFO

Place: New Delhi

Date: 28th May 2019

82
 Honda Siel Power Products Limited
CIN: L40103DL2004PLC203950
Regd office: 409, Tower B, DLF Commercial Complex, Jasola
New Delhi – 110 025
Form No. MGT-11
Proxy Form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Name of the member (s):
Registered address:........................................................................................................................................................................................
E-mail Id: ........................................................................................................................................................................................................
Folio No/ *Client Id: ........................................................................................................................................................................................
*DP ID: ............................................................................................................................................................................................................
I/We, being the member(s) of …………. shares of the above named company, hereby appoint
1. Name: .........................................................................................................................................................................................................
Address: .........................................................................................................................................................................................................
E-mail Id: ........................................................................................................................................................................................................
Signature:…………………………, or failing him

2. Name:
Address: .........................................................................................................................................................................................................
E-mail Id: ……………………………………………...............…....….
Signature:………………………..........................……, or failing him

3. Name:
Address:
E-mail Id: ……………………………………………………………………………
Signature:……………...........................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 34th Annual General Meeting of the Company, to be
held on Wednesday, 7th day of August, 2019 at 11:00 a.m. at Kamani Auditorium, 1, Copernicus Marg, New Delhi – 110 001 and at any
adjournment thereof in respect of such resolutions as are indicated below:
Tear Here

Resolution Resolution Vote (Optional see Note 2#)

No. For Against Abstain
Ordinary Business
1 Adoption of Financial Statements together with the reports of Board of Directors and Auditors thereon
2 Declaration of dividend on equity shares
3 Approval for re-appointment of Mr. Yoshifumi Iida, Director, retiring by rotation (DIN 07136925)
Special Business
4 Approval for re-appointment of Mr. Manoj Arora as an Independent Director (DIN 00844279)
5 Eligibility for re-appointment of Ms. Alka Marezban Bharucha as an Independent Director (DIN 00114067)
6 Approval for appointment of Mr. Siddharth Shriram as an Independent Director (DIN 00027750)
7 Approval for revision in remuneration of Mr. Hiroyoshi Sugimizu, Whole Time Director (DIN 06848213)
8 Approval for re-appointment and fixing of remuneration of Mr. Hiroyoshi Sugimizu as Whole Time
Director of the Company (DIN 06848213)
9 Approval for revision in remuneration of Mr. Vinay Mittal, Whole Time Director (DIN 05242535)
10 Approval and ratification of payment of remuneration to the Cost Auditors
11 Approval/ratification for material related party transactions entered/to be entered from April 01,
2018 to March 31, 2021

Signed this……............................ day of….............…… 2019.

Affix
..................................... .............................................. Revenue
Signature of shareholder Stamp
Signature of Proxy holder(s)

*Applicable for shareholders holding shares in electronic form

Note:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,
not less than 48 hours before the commencement of the Meeting.
2.# It is optional to put a (3) in the appropriate column against the resolutions indicated in the Box. If you leave the
‘For’, ‘Against’ or ‘Abstain’ column blank against any or all resolutions. Your proxy will be entitled to vote in the manner as
she/he thinks appropriate.

83
 ECS MANDATE FORM

1. Share Holder’s Name : _______________________________________

(in BLOCK LETTERS) (First Holder)

_______________________________________

(Joint Holder)

2. Folio Number / Client ID No. :

DP ID - NSDL

- CDSL

3. No. of Shares : _______________________________________

4. Bank Name : _______________________________________

5. Branch Name & Address : _______________________________________

_______________________________________

_______________________________________

6. Status of the Investor : Resident Non-Resident

(Mark ‘ü’ in the appropriate box)

Tear Here

7. Account Type : SB Current

(Mark ‘ü’ in the appropriate box) Other (Please Specify) …………...

8. Account Number* : _______________________________________

9. Ledger Folio No. of the A/c : _______________________________________

(if appearing on Cheque Book)

10. Nine Digit Code Number of the Bank :

and Branch as appearing on the
MICR Cheque issued by the Bank**

I / We hereby declare that the particulars given above are correct and complete. If credit is delayed or at all not effected for
reasons of incomplete or incorrect information, I / We would not hold the Company responsible.

Dated : ________________ ________________________________

Signature of the First / Sole Holder

(as appearing in the Company’s Records)

Note :

* A/c No. more than 15 characters are not acceptable for ECS.

** Please attach a photocopy of Cheque issued by your Bank relating to your above account for verifying the accuracy of the
Code Number.

84