Director's Report
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Eicher Motors LtdIndustry : Automobiles - Motorcycles / Mopeds
BSE Code:505200
ISIN Demat:INE066A01013
Book Value(Rs):1,970.28
NSE Symbol:EICHERMOT
Div & Yield %:0.38
Market Cap (Rs Cr.):79493.94
P/E(TTM):41.52
EPS(TTM):702.22
Face Value(Rs):10
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To the Members of Eicher Motors Limited

The Directors have pleasure in presenting the Thirty Fifth Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2017.

FINANCIAL RESULTS

Your Company achieved an all-time high top line growth during the financial year 2016-17 with Net revenue from operations at Rs. 7,037.97 crores. The profit before depreciation and interest amounted to Rs. 2,205.81 crores, which is 31.3% of the Net revenue. After accounting for other income of Rs. 227.31 crores, interest expense of Rs. 2.79 crores and depreciation of Rs. 153.34 crores, profit before tax amounted to Rs. 2,276.99 crores. Profit after tax amounted to Rs. 1,560.02 crores after income tax provision of Rs. 716.97 crores. Total comprehensive income for the year, net of tax amounted to Rs. 1,559.94 crores.

The financial year under review commenced on April 1, 2016 and ended on March 31, 2017, being a period of 12 (twelve) months. The preceding period for which comparative figures are given commenced on January 1, 2015 and ended on March 31, 2016, being a period of 15 (fifteen) months. The financial results are summarised below:

Rs. in Crores
Particulars For the financial year ended March 31, 2017 For the financial year ended March 31, 2016
(12 months period) (15 months period)
Revenue from operations (net) 7,037.97 6,186.19
Profit before depreciation and interest 2,205.81 1,708.19
Interest 2.79 2.12
Depreciation 153.34 136.55
Profit before other income and tax 2,049.68 1,569.52
Other income 227.31 283.49
Profit before tax 2,276.99 1,853.01
Provision for tax (including deferred tax) 716.97 543.79
Net profit after tax 1,560.02 1,309.22
Other comprehensive income (0.08) (0.46)
Total comprehensive income for the year/period, net of tax 1,559.94 1,308.76
Balance in statement of profit and loss brought forward from previous year 1,916.67 1,199.10
Amount available for appropriation: 3,476.61 2,507.86
Interim dividend - 271.61
Final dividend (proposed) 272.10 -
Earnings per share
- Basic (Rs.) 573.75 482.45
- Diluted (Rs.) 572.17 480.68

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the financial year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT HAVE OCCURRED AFTER MARCH 31, 2017 TILL THE DATE OF THIS REPORT

There are no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2017 till the date of this report.

DIVIDEND

The Board of Directors in their meeting held on May 5, 2017 had approved payment of dividend of Rs. 100/- per Equity Share (@ 1000%) of face value of Rs. 10/- each out of the profits for the financial year 2016-17. The dividend, if approved by the shareholders shall be paid in the following manner: a) To all Beneficial Owners in respect of shares held in dematerialised form as per the data made available by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as of the close of business hours on August 1, 2017.

b) To all Members in respect of shares held in physical form after giving effect to of transfer/transmission requests lodged with the Company on or before the close of business hours on August 1, 2017.

AMOUNTS TRANSFERRED TO RESERVES

During the financial year 2016-17, no amount to General Reserve of the Company.

BRIEF DESCRIPTION OF THE STATE OF COMPANY'S AFFAIRS/BUSINESS PERFORMANCE

Your Company's Royal Enfield unit continues to grow significantly. It sold 6,66,493 motorcycles in the financial year 2016-17 (12 months), 10.9% more when compared to financial year 2015-16 (15 months) sales of 6,00,944 motorcycles. Out of 6,66,493 motorcycles sold in 2016-17 (12 months), 15,383 were exported, a growth of 32% over previous year volume of 11,653 motorcycles in 2015-16 (15 months).

Net Revenue from operations for financial year 2016- (12 months) was Rs. 7,037.97 crores, 13.8% growth over previous year (Rs. 6,186.19 crores for 15 months). Net sales of spare parts, gears and services increased to Rs. 581.38 crores in 2016-17 (12 months) from Rs. 445.25 crores in the previous year (15 months), registering a growth of 30.6%.

Maximising operating leverage is a key focus in your Company. This enabled your Company to grow profits faster than revenue from operations. Your Company's profit before depreciation, interest and tax was Rs. 2,205.81 crores in 2016-17 (12 months), a growth of 29.1% over Rs. 1,708.19 crores recorded in 2015-16 (15 months).

MARKET AND FUTURE PROSPECTS

Please refer to Management Discussion & Analysis Report which forms part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings & outgo, as required to be given pursuant to the provisions of Section 134 of the Companies Act, 2013 ("the Act"), read with the Companies (Accounts) Rules, 2014 is provided under Annexure-1.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any sweat equity shares or equity shares with differential rights during the financial year.

CHANGES IN SHARE CAPITAL & EICHER EMPLOYEES STOCK OPTION PLAN 2006

The paid-up Equity Share Capital of the Company as on March 31, 2017 was Rs. 27,21,02,490/-. During the year under review, the Company has issued 49,066 Equity Shares of face value of Rs. 10 each pursuant to its Employees Stock Option Plan.

A Statement giving complete details pursuant to

Regulation 14 of the SEBI (Share Based Employee Benefits) transfer/transmissioninrespect Regulations, 2014 is available on the website of the Company and the weblink for the same is http://www.eicher.in/ uploads/1498884728_ESOP%20Statement%202016-17.pdf

The Employee Stock Option Plan for grant of stock transferred options has been implemented in accordance with the SEBI Regulations. A certificate from M/s Deloitte Haskins & Sells, Statutory Auditors in this regard would be placed at the ensuing Annual General Meeting for inspection by the members. The Company has not changed its Employees Stock Option Plan during the year.

Further, details of options granted and exercised are included in Note no. 47 in the notes to accounts forming part of financial statements.

Deposits

The Company has not accepted any deposits from the public/ members under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. The Company has not renewed / accepted fixed deposits after May 29, 2009. There are no deposits that remain unclaimed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The shareholders of the Company in the 34th (thirty fourth) Annual General Meeting (AGM) held on June 18, 2016 had approved re-appointment of Mr. Siddhartha Lal as Managing Director of the Company for a term of 5 years effective from May 1, 2016. Mr. Siddhartha Lal, being a non-resident Indian, his reappointment required approval of Ministry of corporate Affairs and the same w as obtained vide Central Government approval letter dated October 25, 2016.

The Nomination & Remuneration Committee and the Board at their respective meetings held on May 5, 2017 have, subject to the approval of the shareholders, approved the remuneration payable to Mr. Siddhartha Lal as Managing Director of the Company w.e.f. May 1, 2017. Details of remuneration proposed to be paid to Mr. Siddhartha Lal is set out in the Notice convening the 35th (thirty fifth) AGM to be read with the explanatory statement attached thereto, for approval of the shareholders in the AGM.

In accordance with Section 149(7) of the Act, all the

Independent Directors of the company have given written declarations to the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There has been no change in the Directors and Key Managerial Personnel of the Company during the year under review.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Company's Hiring & Employment Policy:

A number of factors are considered towards selecting candidates at the Board level which include:

Ability to contribute to strategic thinking

Proficiency in governance norms, policies and mechanisms at the Board level

Relevant cross industry/functional experience, educational background, skills and experience

Wherever relevant, independence of Directors in terms of applicable regulations

It is expected that the Individual Board members are willing to learn the business of the Company and to devote the necessary time and effort to be well-informed.

With respect to core competencies and personal reputation, our practices ensure through the selection process that all Directors:

Exhibit integrity and accountability

Exercise informed judgement

Are financially literate

Are mature and confident ind ividuals

Operate with high performance standards

Removal of Directors

Under extreme circumstances and in highly unusual situations it may become necessary to remove a member from the Board of Directors. Reasons for doing so, may relate to any of the following (indicative; other than as provided under the Companies Act, 2013):

i. Breach of confidentiality in anyway

ii. Failure to meet obligatory procedures in the disclosure of conflict of interest

iii. Failure to fulfil the fiduciary duties of a Director for the company

iv. Acting in any other manner which is against the interests of the company

Company's Remuneration Policy:

The Company's Compensation Strategy defines the principles underlying compensation philosophy for its employees. compensation is a critical piece of overall human-resources strategy and broadly refers to all forms of financial returns and tangible benefits that employees receive as a part of their employment relationship.

The Remuneration/Compensation Policy of the Company is designed to attract, motivate and retain manpower. This Policy applies to Directors and Senior Management including Key Managerial Personnel (KMP) and other employees of the Company.

The remuneration of the Managing Director, Executive Director, KMPs and CXOs of the Company is recommended by the Nomination & Remuneration Committee based on criteria such as industry benchmarks, the Company's performance vis-a-vis the industry, responsibilities and performance assessment. The Company pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components).

Loans/advances may be extended to employees below the executive level subject to approval of Human Resource department. The maximum amount of loan/advance that can be granted to an employee shall not exceed one month's gross salary or Rs. 40,000, whichever is higher.

Additionally, in the event of exigencies arising due to calamities, the Company may provide financial assistance to any affected employee by way of extending interest-free loan for an amount not exceeding his/her two months' gross salary.

Remuneration by way of commission to the Non-Executive Directors shall be decided by the Board of Directors within the ceiling of a sum not exceeding 1% per annum of the net profits of the Company, calculated in accordance with the provisions of the Act and as approved by the members from time to time by passing a resolution in the general meeting.

Remuneration of KMPs and employees largely consists of basic remuneration, perquisites, allowances, performance incentives and employee stock options granted pursuant to the Employees Stock Option Plan of the Company. The components of remuneration vary for different employee levels and are governed by the compensation trends in the industry, qualifications and experience of the employee and his/her responsibility areas, employee performance assessment, etc.

ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

During the financial year under review, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the Board Performance Evaluation Policy of the Company and provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board and committees was evaluated after seeking inputs from all the Directors on the basis of the criteria such as Board/committee constitution, frequency of meetings, effectiveness of processes, etc. The performance of individual Directors (including Independent Directors) was evaluated by the Board and Nomination & Remuneration committee (excluding the Director being evaluated) after seeking inputs from all Directors on the basis of the criteria such as thought contribution, business insights and applied knowledge.

A separate meeting of Independent Directors was also held to review the performance of the Managing Director, performance of the Board as a whole and performance of the Chairperson of the Company. Review of the performance of the Chairperson was done after taking into account the views of the Executive Director and Non-Executive Directors (excluding the Chairman being evaluated).

MEETINGS OF BOARD OF DIRECTORS

Six (6) meetings of the Board of Directors of the Company were conducted during the financial year. The details of Board/Committee/Shareholder meetings are provided under the corporate Governance Report which forms part of the Annual Report.

DETAIL OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT

The details of loans, guarantees and investments made by the Company during the year under review which are covered under Section 186 of the Act are provided under

ANNEXURE-2. PARTICULARS OF RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Requisite approval of the Audit Committee and the Board (wherever required) was obtained by the Company for all Related Party Transactions. During the year under review, the Company has paid stamp duty on behalf of Eicher Goodearth Private Limited (EGPL), a related party to facilitate certain transaction between EGPL and a third party. Stamp Duty was repaid to the Company on the same day.

There were no materially significant Related

Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, subsidiaries, joint ventures and associate Companies which may have a potential conflict with the interest of the Company. There are no transactions that are required to be reported in Form AOC-2, hence the said form does not Form part of this report. However, the details of the transactions with Related Parties are provided in the Company's financial statements in accordance with Indian Accounting Standards.

The Company has a Policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its website www.eichermotors.com.

AUDIT COMMITTEE

The Audit committee of the company is constituted pursuant to the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Members of the Audit Committee are:

Sl. No. Name

1 Mr. M J Subbaiah, Chairman

2 Mr. S Sandilya

3 Mr. Siddhartha Lal

4 Mr. Priya Brat

5 Mr. Prateek Jalan

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

Highlights of performance of subsidiary and joint venture companies and their contribution to the overall performance of the Company during the year under review Royal Enfield North America Limited (RENA)

RENA was incorporated in March 2015 as a 100% subsidiary of Eicher Motors Limited to manage the distribution and sales of Royal Enfield products and services including, motorcycles, spares and gear in North America. During the year it opened the first showroom in Milwaukee, Wisconsin. It sold 561 motorcycles during the year 2016-17 and achieved revenue of Rs.16.26 crores. As of March 2017, RENA had contracted with 42 multi brand outlets in USA.

Royal Enfield Canada Limited (RECA)

RECA is a 100% subsidiary of RENA. RECA was incorporated in April 2016 in Canada to manage the distribution and sales of Royal Enfield products and services including, motorcycles, bikes, spares and gear in Canada. During the first year of its operation in 2016-17, the company sold 52 motorcycles and achieved revenue of Rs.1.61 crores. As of March 2017, RECA had contracted with 8 multi brand outlets in Canada.

Royal Enfield Brasil Comercio De Motocicletas Ltda.

Royal Enfield started its operations in Brazil through a direct distribution company by the name of Royal Enfield Brasil Comercio De Motocicletas LTDA in 2016-17, with the launch of its first stand-alone exclusive store in Sao Paulo. The Company started its commercial sales from April 2017 with the launch of an exclusive store. The store is located in Av. Republica do Libano, Moema, an upscale neighbourhood in the Central/South area of Sao Paulo City. Along with the motorcycles, an exclusive range of gear consisting of lifestyle apparels, riding gear and lifestyle accessories were also introduced into the Brazilian market.

VE Commercial Vehicles Limited

Overview of performance covered separately in the Annual Report.

Eicher Polaris Private Limited

Overview of performance covered separately in the Annual Report.

Report containing salient features of financial statements of subsidiaries and joint venture companies

Pursuant to the provisions of Section 129(3) of the Act, a report containing salient features of the financial statements of Company's subsidiary and joint venture Companies in Form AOC-1 is attached as Annexure-3.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, Royal Enfield Canada Limited was incorporated w.e.f. April 19, 2016, as a wholly-owned subsidiary of Royal Enfield North America Limited, which is a wholly-owned subsidiary of the Company. Also, Eicher Engineering Solutions, Inc. and its wholly-owned subsidiaries, Eicher Engineering Solutions (Shanghai) Co. Ltd and Eicher Engineering Solutions (Beijing) Co. Ltd. have ceased to be subsidiaries of VE Commercial Vehicles Limited, a subsidiary of the Company, and in turn, have also ceased to be subsidiaries of the Company w.e.f. March 17, 2017.

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

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the company and its future operations. However, members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

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

Details of internal financial controls and its adequacy are included in the Management Discussion & Analysis Report, which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The company has constituted a corporate Social Responsibility (CSR) Committee and has framed a Corporate Social Responsibility Policy and identified Healthcare, Children's Education, Road Safety and Environmental Sustainability as some of the key areas. The Company will continue to support social projects that are consistent with the Policy.

Corporate Social Responsibility Committee of the Company is constituted as follows:

1. Mr. S Sandilya - Chairman

2. Mr. Siddhartha Lal

3. Mr. Prateek Jalan

Annual Report on CSR activities is annexed as Annexure-4.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS-110 “Consolidated Financial Statements” and Ind AS-28 “Investment in Associates and Joint Ventures”, prescribed under Section 133 of the Companies Act, 2013, read with the rules issued thereunder. The Company, its subsidiaries and jointly controlled entities adopted Indian Accounting Standards (“Ind AS”) from April 1, 2016. The consolidated financial statements are provided in the Annual Report. A statement containing the salient features of the financial statements of each of the subsidiary and joint venture in the prescribed Form AOC-1 is attached.

Pursuant to Section 136 of the Act, the financial statements, consolidated financial statements and separate audited accounts of the subsidiaries and joint venture companies will be made available on the website of the Company at www.eichermotors.com. These are also available for inspection by the shareholders at the Registered Office of the Company during business hours. The Company shall provide free of cost, the copy of the financial statements of its subsidiary and joint venture companies to the shareholders upon their request. The consolidated Total Comprehensive income of the Company and its subsidiaries amounted to Rs. 1,664.65 crores for the financial year 2016-17(12 months) as compared to Rs. 1,337.65 crores for the previous period 2015-16 (15 months).

AUDITORS

(a) ST ATUTORY AUDITORS AND THEIR REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration Number: 015125N) were re-appointed as Statutory Auditors in the 33rd (thirty third) Annual General Meeting (AGM) of the Company for a period of three years, subject to ratification of their appointment at every AGM by the shareholders.

The shareholders of the Company in the 34th (thirty fourth) AGM held on June 18, 2016 had ratified the appointment of M/s Deloitte Haskins & Sells as Statutory Auditors to hold office as such from the conclusion of 34th (thirty fourth) AGM until the conclusion of the 35th (thirty fifth) AGM. The Statutory Auditors had carried out audit of financial statements of the Company for the financial year ended March 31, 2017 pursuant to the provisions of the Act. The reports of Statutory Auditors forms part of the Annual Report. The reports are self-explanatory and does not contain any qualifications, reservations or adverse remarks.

(b) ROTATION OF STATUTORY AUDITORS

Pursuant to Ministry of Corporate Affairs order dated June 30, 2016, the Company is required to rotate its statutory auditors at the ensuing 35th (thirty fifth) Annual General Meeting.

In is regard, the Company invited proposals from leading chartered accountant firms for appointment as Statutory Auditors of the Company. The proposals submitted by the chartered accountant firms were reviewed and evaluated by the Audit Committee.

The Audit Committee recommended M/s. S R Batliboi & Co. LLP, Chartered Accountants (Firm Registration Number: FRN 301003E/E300005), to the Board of Directors for appointment as statutory auditors of the Company for a period of five years. The Board of Directors in their meeting held on February 1, 2017 have decided to recommend appointment of M/s. S R Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company for a period of five years, from the conclusion of 35th AGM till the conclusion of the 40th AGM of the Company, to the shareholders for their approval at the ensuing 35th (thirty fifth) Annual General Meeting.

M/s. S R Batliboi & Co. LLP, Chartered Accountants, have furnished a certificate to the effect that their appointment, if made, would be in accordance with the provisions of Sections 139 and 141 of the Act. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

(c) SECRETARIAL AUDITORS AND THEIR REPORT

The Board has appointed M/s. RDA & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2017. As required under Section 204 of the Companies Act, 2013, the Secretarial Audit Report is annexed as Annexure-5 to this Report. The Secretarial Audit Report is self-explanatory and does not contain any qualifications or adverse remarks which require any clarification or explanation.

(d) COST AUDITOR

Mr. V Kalyanaraman, a qualified Cost Accountant, has been appointed as the cost auditor to carry out audit of the cost records of the Company for the financial year 2016-17 pursuant to the provisions of the Companies Act, 2013. The cost auditor shall submit his report to the Board of Directors.

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESS RESPONSIBILITY REPORTS

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report together with the Auditors' certificate regarding compliance of conditions of Corporate Governance, Management Discussion & Analysis Report and Business Responsibility Report form part of the Annual Report. afew

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed as Annexure-6.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual Financial Statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note no. 3 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profits of the Company for the year ended on that date;

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

d) that the annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively; and

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

PARTICULARS OF EMPLOYEES

Disclosures 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 are as under:

1) Ratio of the remuneration of each Director to the median remuneration of the employees of the company and the percentage increase in remuneration of Directors & KMPs in the Financial Year:

Sl. No. Name of the Director/KMP Designation Ratio of Remuneration of each Director to Median Remuneration of Employees Percentage Increase in Remuneration during 2016-17 over 2015-16*
1 Mr. S Sandilya Chairman & Non-Executive Independent Director 8.2 -11%
2 Mr. Siddhartha Lal Managing Director and CEO 150.8 40%
3 Mr. Priya Brat Non-Executive Independent Director 1.8 -11%
4 Mr. M J Subbaiah Non-Executive Independent Director 1.8 -9%
5 Mr. Prateek Jalan Non-Executive Independent Director 4.6 -12%
6 Ms. Manvi Sinha Non-Executive Independent Director 1.6 -13%
7 Mr. Lalit Malik Chief Financial Officer - 10%
8 Mr. Manhar Kapoor General counsel and company Secretary - 24%

2) P ercentage increase in the median remuneration of employees in the financial year: -10%*.

3) Number of permanent employees on the rolls of Company as at March 31, 2017: 2274.

4) The average increase in median remuneration of the employees other than managerial personnel was -10%* as compared to the increase in the managerial remuneration by 25%.

5) It is hereby affirmed that theemuneration is paid as per the Remuneration Policy of the Company.

*NOTE: The financial year under review (2016-17) is a period oftwelve (12) months, whereas the previous financial year (2015-16) was for a period of fifteen (15) months. Accordingly figures for 2016-17pear ap to be lower than those for 2015-16.

Further, a statement containing particulars of top ten employees in terms of the remuneration drawn and employees drawing remuneration in excess of the limits set out in Rule 5(2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided in the Directors' Report. However, in terms of provisions of Section 136 of the Act, the Annual Report is being sent to all the members of the Company and others entitled thereto, excluding the said statement. Any member interested in obtaining such particulars may write to the Company Secretary. The said information is also available for inspection at the Registered Office of the Company during working hours.

RISK MANAGEMENT

Requisite information is provided under Management Discussion & Analysis Report which forms part of the Annual Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints' Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any employees of the Company. No complaint of sexual harassment was pending at the beginning of the financial year.

ACKNOWLEDGEMENT

We thank our customers, business associates and bankers for their continued support during the financial year.

We wish to convey our deep appreciation to the dealers of the company for their achievements in the area of sales and service, and to suppliers/vendors for their valuable support.

We also place on record our sincere appreciation for the enthusiasm and commitment of company's employees for the growth of the Company and look forward to their continued involvement and support.

For and on behalf of the Board
Siddhartha Lal S. Sandilya
Managing Director Chairman
& Chief Executive Officer DIN: 00037542
DIN: 00037645

Place: Gurugram

Date: May 5, 2017

CIN: L34102DL1982PLC129877

Regd. Off: 3 rd Floor-Select Citywalk

A-3 District Centre, Saket

New Delhi - 110 017

Phone: 0124-4415600 Fax: 0124-4415807

Website: www.eichermotors.com

E-mail: investors@eichermotors.com

   

Adani Ports & Special Economic Zone Ltd     365.80   Down   -1.10 (-0.30%)   Asian Paints Ltd     1,267.70   Up   14.70 (1.17%)   Axis Bank Ltd     525.65   Up   12.60 (2.46%)   Bajaj Auto Ltd     2,832.20   Up   2.10 (0.07%)   Bajaj Finance Ltd     2,336.05   Up   78.60 (3.48%)   Bajaj Finserv Ltd     6,176.50   Up   184.95 (3.09%)   Bharat Petroleum Corporation Ltd     426.35   Up   4.40 (1.04%)   Bharti Airtel Ltd     374.55   Up   5.85 (1.59%)   Bharti Infratel Ltd     286.00   Up   6.40 (2.29%)   Cipla Ltd     615.75   Up   12.25 (2.03%)   Coal India Ltd     264.85   Down   -2.85 (-1.06%)   Dr Reddys Laboratories Ltd     2,336.25   Up   19.85 (0.86%)   Eicher Motors Ltd     29,140.65   Down   -284.25 (-0.97%)   GAIL (India) Ltd     340.00   Up   0.70 (0.21%)   Grasim Industries Ltd     1,010.40   Down   -1.55 (-0.15%)   HCL Technologies Ltd     904.80   Up   2.25 (0.25%)   HDFC Bank Ltd     2,083.35   Up   25.75 (1.25%)   Hero Honda Motors Ltd     3,637.65   Up   2.45 (0.07%)   Hindalco Industries Ltd     222.00   Down   -0.30 (-0.13%)   Hindustan Petroleum Corporation Ltd     311.15   Down   -4.05 (-1.28%)   Hindustan Unilever Ltd     1,608.10   Up   14.65 (0.92%)   Housing Development Finance Corporation Ltd     1,906.75   Up   47.85 (2.57%)   ICICI Bank Ltd     300.65   Up   2.70 (0.91%)   Indiabulls Housing Finance Ltd     1,199.65   Up   26.40 (2.25%)   Indian Oil Corporation Ltd     170.00   Down   -0.25 (-0.15%)   IndusInd Bank Ltd     1,953.25   Down   -7.25 (-0.37%)   Infosys Technologies Ltd     1,247.85   Up   1.30 (0.10%)   ITC Ltd     265.15   Up   4.30 (1.65%)   Kotak Mahindra Bank Ltd     1,321.40   Up   7.45 (0.57%)   Larsen & Toubro Ltd     1,299.85   Up   10.05 (0.78%)   Lupin Ltd     902.90   Up   3.25 (0.36%)   Mahindra & Mahindra Ltd     908.20   Up   24.60 (2.78%)   Maruti Suzuki India Ltd     8,874.90   Up   11.85 (0.13%)   NIFTY (S&P CNX)     10,821.85   Up   80.75 (0.75%)   NTPC Ltd     157.30   Up   2.05 (1.32%)   Oil & Natural Gas Corpn Ltd     159.55   Down   -0.15 (-0.09%)   Power Grid Corporation of India Ltd     197.70   Up   2.25 (1.15%)   Reliance Industries Ltd     1,012.50   Down   -19.45 (-1.88%)   State Bank of India     273.05   Up   4.40 (1.64%)   Sun Pharmaceuticals Industries Ltd     577.25   Up   22.75 (4.10%)   Tata Consultancy Services Ltd     1,809.80   Down   -9.55 (-0.52%)   Tata Motors Ltd     308.00   Up   1.00 (0.33%)   Tata Steel Ltd     561.85   Up   4.10 (0.74%)   Tech Mahindra Ltd     691.15   Up   5.85 (0.85%)   Titan Company Ltd     877.55   Up   9.15 (1.05%)   UltraTech Cement Ltd     3,641.05   Up   24.15 (0.67%)   UPL Ltd     640.20   Down   -5.80 (-0.90%)   Vedanta Ltd     228.55   Down   -0.50 (-0.22%)   Wipro Ltd     258.25   Down   -0.40 (-0.15%)   Yes Bank Ltd     335.10   Up   2.15 (0.65%)   Zee Entertainment Enterprises Ltd     565.75   Up   2.30 (0.41%)      NSE Data  -  www.nseindia.com (5 minutes delayed) syndicated by www.cmots.com