Endurance Technologies Ltd Directors Report.

Dear Shareholders,

Your Directors present herewith the Twenty Second Annual Report on the business and operations of the Company together with financial statements for the financial year ended 31st March, 2021.

SUMMARISED STATEMENT OF PROFIT AND LOSS:

Rs. in million

Particulars

Standalone

Consolidated

Financial Year 2020-21 Financial Year 2019-20 Financial Year 2020-21 Financial Year 2019-20
Revenue from operations 47,730.30 49,385.69 65,470.18 69,177.07
Other income 135.53 361.88 307.13 475.97
Total income 47,865.83 49,747.57 65,777.31 69,653.04
Raw Material Cost 29,693.55 30,473.23 35,705.58 37,352.08
Employee Benefit expenses 2,865.60 2,961.28 6,760.57 6,773.25
Finance cost 47.97 108.15 137.59 175.39
Depreciation 2,034.15 1,992.48 3,991.38 4,142.83
Other expenses 7,855.33 8,528.02 12,601.92 13,744.03
Total expenditure 42,496.60 44,063.16 59,197.04 62,187.58
Profit before exceptional items and tax 5,369.23 5,684.41 6,580.27 7,465.46
Exceptional Items 112.25 - 112.25 -
Profit before tax 5,256.98 5,684.41 6,468.02 7,465.46
Net Tax expense 1,334.99 1,407.49 1,272.33 1,810.12
Net profit for the year 3,921.99 4,276.92 5,195.69 5,655.34

DIVIDEND:

The Board of Directors, at its meeting held on 19th May, 2021, recommended a dividend of Rs. 6 per equity share of Rs. 10 each (@ 60%) (previous dividend was interim dividend of Rs. 5.50 per equity share declared in the FY 2019-20), for the financial year 2020-21, for consideration of the shareholders at the ensuing Twenty Second Annual General Meeting ("AGM").

The dividend, if approved by the shareholders, will result in an outgo of Rs. 843.98 million.

The dividend pay-out is in accordance with the Company’s Dividend Distribution Policy.

Dividend Distribution Policy

This policy is effective from 26th August, 2016 and has been framed and adopted in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The policy, inter alia, lays down various parameters relating to declaration/ recommendation of dividend. There has been no change to the policy during the financial year 2020-21.

The policy is placed on the Company’s website www.endurancegroup.com/investor-relations.

Amount proposed to be transferred to reserves

The Company has not transferred any amount of profits to reserves.

COMPANY’S PERFORMANCE:

During the year under review, the Company posted a total income of Rs. 47,865.83 million on a standalone basis as against Rs. 49,747.57 million in the previous year. The total income on a consolidated basis was Rs. 65,777.31 million compared to Rs. 69,653.04 million in the previous year. The Company’s total income on standalone and consolidated basis de-grew by 3.8% and 5.6%, respectively. This primarily was on account of deceleration of automotive industry as a result of the nationwide lockdown since March, 2020 due to COVID-19 pandemic. The manufacturing activities and supply chain across the country were disrupted on account of such lockdowns announced to curb the spread of COVID-19. This resulted in tepid demand until almost the end of second quarter of the financial year. The demand, however, surged in the subsequent quarters achieving record sales in the last two quarters of the financial year 2020-21. Despite a challenging market environment, the Company recorded a ‘better than industry’ performance.

The profit after tax decreased by 8.3% in the financial year 2020-21 at Rs. 3,921.99 million as against Rs. 4,276.92 million in the previous year, on standalone basis, while consolidated profit after tax de-grew by 8.1% at Rs. 5,195.69 million as against Rs. 5,655.34 million in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Listing Regulations and Section 129 of the Companies Act, 2013 ("Act") read with the rules issued thereunder, consolidated financial statements of the Company for the financial year 2020-21 have been prepared in compliance with applicable accounting standards. The audited financial statements of the Company and its subsidiaries (including step-down subsidiaries) have been approved by the Board of Directors of respective entities.

During the year under review, the Board of Directors reviewed the affairs of the subsidiary companies in accordance with Section 129(3) of the Act. Consolidated financial statements together with the statutory auditor’s report thereon form part of this Annual Report.

SUBSIDIARIES:

Following corporate actions were initiated with respect to Company’s subsidiaries in Italy during the financial year.

A. Acquisition of Adler SpA, Italy by Endurance Overseas Srl, Italy

Endurance Overseas Srl, Italy ("EOSrl"), a direct subsidiary of the Company, purchased controlling equity stake of 99% in Adler SpA, Italy and the name of the entity was subsequently changed to Endurance Adler SpA ("EA SpA"). The effective date of acquisition was 15th April, 2020. For details relating to assets and liabilities acquired and the purchase consideration paid by EOSrl, kindly refer note 26(c) of the consolidated financial statements.

Adler is a leader in systems solutions for clutches, gears and friction plates with niche in R&D, engineering services and product development for OEM customers in Europe. Their new product technologies and technical strength will provide an impetus to scale up technology for transmission segment. Adler has been a long term technology provider to the Company.

At the time of acquisition, EA SpA had two wholly-owned subsidiaries, viz. Adler RE Srl, Italy and VS San Marino

Srl, San Marino.

B. Acquisition of Grimeca Srl, Italy by Endurance Adler SpA, Italy

Endurance Adler SpA, Italy ("EA SpA") acquired 100% stake in Grimeca Srl, Italy ("Grimeca") on 21st May, 2020. In addition to the stake in Grimeca’s capital, EA SpA also acquired its technical know-how and intellectual property rights, and the "G Grimeca" brand. For details relating to assets and liabilities acquired and the purchase consideration paid by EA SpA, kindly refer note 26(c) of the consolidated financial statements.

Grimeca offers advanced service solutions relating to design and development of new braking products for motorcycle and light vehicles, including ‘co-design’ with OEM customers. Grimeca has been a technology provider for braking solutions to the Company since 2015. This strategic acquisition aims to strengthen technological prowess of the Company in the area of braking systems.

C. Merger of Adler RE Srl, Italy and Grimeca Srl, Italy with Endurance Adler SpA, Italy

The Company’s two step down subsidiaries in Italy, viz.

Adler RE Srl ("Adler RE") and Grimeca Srl ("Grimeca") merged with and into Endurance Adler SpA ("EA SpA") with effect from 1st January, 2021. EA SpA is a subsidiary of Endurance Overseas Srl, Italy (a direct subsidiary of the Company) ("EOSrl"). EOSrl holds 99% of the share capital of EA SpA. Adler RE and Grimeca were wholly owned subsidiaries of EA SpA. The merger has been done with an aim to simplify the corporate structure and to derive synergies from consolidated operations.

D. Increase in share capital of Endurance Adler SpA, Italy

The shareholders of Endurance Adler SpA, Italy in their meeting held on 26th May, 2021, have recorded their decision for increase in its paid-up share capital to Euro 840,000 from Euro 120,000. The increase in share capital is by issue of 720,000 new shares of Euro 1 each.

The Company has following subsidiaries as on the date of report:

1. Endurance Overseas Srl, Italy:

A special purpose vehicle (SPV) and direct subsidiary of the Company located in Turin, Italy;

2. Endurance SpA, Italy:

An operating step-down subsidiary of the Company having plants in Lombardore and Chivasso, Italy;

3. Endurance Engineering Srl, Italy:

An operating step-down subsidiary of the Company having a plant in Turin, Italy;

4. Endurance Castings SpA, Italy:

An operating step-down subsidiary of the Company having a plant in Bione, Italy;

5. Endurance Adler SpA, Italy:

An operating step-down subsidiary of the Company having a plant in Rovereto, Italy; and

6. Endurance Amann GmbH, Germany:

An operating step-down subsidiary of the Company having plants in Massenbachhausen, Germany.

In terms of Section 129(3) of the Act, a statement in Form AOC-1, containing salient features of the financial statements of the Company’s subsidiaries, forms part of the Annual Report. A copy of the audited financial statements of each of the subsidiary companies and English translation thereof will be available for inspection by any shareholder of the Company at its registered office during business hours. These financial statements are also placed on the Company’s website at www.endurancegroup.com/investor-relations.

Details of the subsidiary companies and their performance are covered in the Management Discussion and Analysis Report, forming part of this Annual Report.

SHARE CAPITAL:

The paid-up equity share capital as on 31st March, 2021, was

Rs. 1,406,628,480. There was no public issue, rights issue, bonus issue or preferential issue, etc., during the financial year under review. The Company has not issued shares with differential voting rights, sweat equity shares, neither has it granted any employee stock options nor issued any convertible securities.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Tribute to Late Mr. Partho Datta

Mr. Partho Datta, Non-executive Independent Director of the Company, passed away on 1st May, 2021. He was associated as an Independent Director of the Company since June, 2010. During his tenure he also served as Chairman of the Audit Committee and was also a member of the Nomination and Remuneration Committee and the Risk Management Committee of the Company.

During his tenure of close to eleven years on the Board, the Company immensely benefitted from his deep knowledge and experience of finance and accounts, business and strategy. Apart from being an active member of the Board and Committees of the Board, he helped the Company build and mature its systems and processes by actively participating in internal reviews with senior management of the Company and providing constructive feedback.

The Board acknowledges his valuable contribution and guidance in shaping governance, internal controls, and systems and processes in the organisation.

Changes in Directors

The following were the changes in the Board of Directors and Key Managerial Personnel during the year under review and till the date of this report:

(i) Mr. Naresh Chandra, resigned as Chairman and Non-executive Director of the Company with effect from 10th November, 2020;

(ii) Mr. Soumendra Basu was appointed as Chairman of the Board with effect from 10th November, 2020;

(iii) Mrs. Varsha Jain was appointed as an additional director in executive capacity for a term of five years with effect from 10th November, 2020. She was designated as Director and Head – CSR and Facility Management and being an Executive Director, she was appointed as Key Managerial Personnel of the Company from even date;

(iv) Mrs. Falguni Nayar, resigned as Non-executive and Independent Director of the Company with effect from 9th February, 2021;

(v) Mr. Indrajit Banerjee was appointed as an Additional Director (in the capacity as an Independent Director) of the Company for a term of five consecutive years with effect from 9th February, 2021;

(vi) Mr. Anurang Jain was re-appointed as Managing Director of the Company for a period of five years with effect from 1st April, 2021; and

(vii) Mr. Anant Talaulikar was appointed as an Additional Director (in the capacity as an Independent Director) of the Company for a term of five consecutive years with effect from 12 th July, 2021.

Brief profile of the directors appointed/ re-appointed during the year under review and till the date of report, is given below.

Mrs. Varsha Jain

Mrs. Varsha Jain (DIN 08947297), holds more than two decades of experience in interior designing, landscaping and architecture. Mrs. Jain has been associated with the Company since May, 2015. Prior to her appointment as an executive director she held the position as an Executive Vice President - CSR and Facility Management of the Company. In her role, she exempli_ed her commitment towards the society by adopting villages in proximity to the Company’s plants. Activities were undertaken to fulfil basic needs of hygiene, sanitation, provision of drinking water, education and community development. She also conceptualised the idea of Vocational Training Centre to provide skill-building training for gainful employment of youth.

Further, since March 2020, she has spearheaded a host of relief measures relating to COVID-19, which included distribution of food kits, donation of testing equipment to hospitals undertaking COVID-19 diagnosis and treatment, providing financial assistance to families in low income groups and running a COVID-19 care centre for asymptomatic patients.

As the head of Facility Management, she also oversees the civil construction in the organisation. With a wealth of experience in interior designing, she is involved in setting up and maintenance of Company’s offices, gardens and guest houses. The Company has been consistently receiving awards for best gardens and plantation for the last several years for the Waluj, Aurangabad region.

Her appointment as an Executive Director has been approved by the Members through postal ballot conducted through remote e-voting, which concluded on 4th June, 2021.

Mr. Indrajit Banerjee

Mr. Indrajit Banerjee (DIN 01365405), is an Associate member of the Institute of Chartered Accountants of India. He has a career spanning around forty years with experience in finance, strategy, legal, information technology, mergers & acquisitions (M&A) and general business management functions across pharmaceutical / healthcare and hydrocarbon & metal industries. He has served as Chief Financial Officer / Executive Director in companies like Ranbaxy, Lupin, Cairn India and Indian Aluminium (Indal).

With his specialisation in finance, he has managed situations of high growth, mobilised large capital investment from global investors, implemented new-age ERP systems, made major M&A transactions, restructured complex organisations to achieve efficiency in capital usage and helped organisations achieve significant cost efficiency and productivity improvement.

He is currently engaged in pharmaceutical consultancy helping pharma operators to expand their global operations.

The Board is of the opinion that Mr. Banerjee’s vast knowledge and varied experience will be of significant value to the Company and accordingly, recommended his appointment as an Independent Director of the Company, not liable to retire by rotation for a period of five consecutive years with effect from 9th February, 2021 up to and including 8th February, 2026, for approval of Members through postal ballot.

His appointment as an Independent Director has been approved by the Members through postal ballot conducted through remote e-voting, which concluded on 4th June, 2021.

Mr. Anurang Jain

Mr. Anurang Jain (DIN 00291662), promoter director has been the Managing Director of the Company since its incorporation in December, 1999. He has over three decades of experience in the automobile components industry.

He is a first generation entrepreneur with sharp business acumen, in-depth knowledge of auto industry and strong focus on profitable growth. Under his leadership, the Endurance Group has grown both organically and inorganically.

He effectively manages the multi-product portfolio of the Company comprising aluminium die-castings, suspension, braking systems and transmission components, with operations spread across eighteen plants pan India. He also oversees the operations of six subsidiaries in Europe operating through nine manufacturing facilities in Italy and Germany. The Group caters to all marquee OEM customers in the auto industry having bases in India and Europe. The Company has strong aftermarket sales services in both domestic and overseas markets.

Mr. Jain drives technological upgradation to maintain competitive edge and sustainable growth. He has been instrumental in setting up in-house Research & Development ("R&D") centres for all its product segments which are also strongly supported by inputs from global leaders through technology & know-how transfers and collaboration for joint development. These R&D centres are approved by Department of Scientific and Industrial Research_(DSIR).

Appointment of Mr. Anurang Jain as Managing Director for a period of five years commencing from 1st April, 2021 has been approved by the Members through postal ballot conducted through remote e-voting, which concluded on 4th June, 2021.

Mr. Anant Talaulicar

Mr. Anant Talaulicar (DIN 00031051) has a Master’s degree in Mechanical Engineering from the University of Michigan, USA and a Master’s degree in Business Administration from Tulane University, Louisiana, USA. He earned his Bachelor’s degree in Mechanical Engineering from Mysore University, India.

He holds more than three decades of experience serving in multifaceted leadership roles in Cummins group, both in the United States of America (USA) and in India. Having worked in the USA for sixteen years as a financial analyst, manufacturing engineer, project manager, product manager, strategy manager, he took upon various general management positions. Thereafter, he returned to India in March, 2003 as Joint Managing Director of Cummins India Limited. During his tenure with Cummins group, he has served as member of the Cummins Inc. global leadership team, Chairman & Managing Director of the Cummins Group in India, and the President of the Cummins Inc. Components Group. He has also served as the Managing Director of Tata Cummins Private Limited, a 50:50 joint venture between Cummins Inc. and Tata Motors Limited. He has chaired the boards of four other Cummins legal entities in India as well.

Apart from the above, he also holds position as a Director on the boards of various public limited and public listed companies including as an Independent director in KPIT Technologies Limited, Everest Industries Limited, Birlasoft Limited, India Nippon Electricals Limited, The Hi-Tech Gears Limited and Force Motors Limited.

He has served as a member of the Confederation of Indian Industry (CII), Society of Indian Automobile Manufacturers (SIAM) and Automobile Components Manufacturers Association (ACMA) in the past.

The Board is of the opinion that the Company will immensely benefit from Mr. Talaulicar’s vast knowledge, especially relating to auto industry and diverse experience gained from serving varied roles during his career span. He also brings on board pro_ciency and expertise relating to technology and research & development, strategy and planning, business management, financial acumen, governance, and human resources. Accordingly, the Board has recommended his appointment as an Independent Director of the Company, not liable to retire by rotation for a period of five consecutive years with effect from 12th July, 2021 up to and including 11th July, 2026, for approval of Members in the ensuing AGM of the Company scheduled on 25th August, 2021.

Re-appointment of Independent Director(s) for a second term

Pursuant to Section 149 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 ("Rules"), Mr. Soumendra Basu, Mr. Roberto Testore and Ms. Anjali Seth were appointed as Independent Directors on the Board, by the Members at the Seventeenth Annual General Meeting of the Company, held on 3rd August, 2016 for a term of five consecutive years with effect from 10th June, 2016.

Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation of these Independent Directors, the Board is of the view that their continued association as Independent Directors would be in the interest of the Company. Considering the knowledge, acumen, expertise and experience of these directors in their respective fields and the contributions made by them during their tenure as an Independent Director, the Board of Directors has appointed them for second term of five consecutive years, commencing from 10th June, 2021 up to and including 9th June, 2026.

Pursuant to Regulation 17(1A) of the Listing Regulations, the Members have also accorded consent by way of a Special Resolution for Mr. Soumendra Basu to continue as Director and Chairman on the Board of the Company, after he has attained the age of seventy five years on 19th November, 2024, during his second term of appointment. The Board recommended his continuation beyond the above-mentioned period as the Company shall immensely benefit with his continued association on account of his rich experience, multifaceted role as member of various committees of the Board and especially his guidance and support as Chairman of the Board.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Regulations.

Their appointment as Independent Directors has been approved by the Members through portal ballot conducted through remote e-voting, which concluded on 4th June, 2021.

Changes in directorship owing to resignation

Mr. Naresh Chandra

Mr. Naresh Chandra resigned as Chairman and Director from the Board of the Company with effect from conclusion of the Board Meeting held on 10th November, 2020, citing reasons of his age and availability. The Board places on record its deep appreciation and gratitude for his yeomen contribution, strategic guidance and valuable advice throughout his tenure as Chairman and Non-executive Director of the Company. He had been a Chairman of the Board since the incorporation of the Company in December, 1999.

The Board also acknowledges that Mr. Naresh Chandra had played a vital role in the growth of the Company from a die-casting Company to a billion dollar "Complete Solutions" provider in its chosen product portfolio and establishing Endurance brand as a tier–I supplier in the auto component industry. The Endurance Group has immensely benefitted from his technical and managerial expertise, rich experience, business acumen and wise counsel.

Mrs. Falguni Nayar

Mrs. Falguni Nayar, Non-executive Independent Director of the Company, tendered her resignation as Director of the Company. She stepped down as a director owing to her pre-occupation and personal reasons that made it difficult to discharge her duties as a member of the Board.

The Board places on record its appreciation for Mrs. Nayar’s participation and contribution to the effective functioning of the Board.

The composition of the Board of the Company, as on the date of report i.e. 12th July, 2021 is as follows:

Name of Director Position
1. Mr. Soumendra Basu (DIN 01125409) Chairman (Non-executive, Independent)
2. Mr. Anurang Jain (DIN 00291662) Managing Director (Executive)
3. Mr. Roberto Testore (DIN 01935704) Independent Director (Non-executive)
4. Mr. Ramesh Gehaney (DIN 02697676) Director and Chief Operating Officer (Executive)
5. Mr. Satrajit Ray (DIN 00191467) Director and Group Chief Financial Officer (Executive)
6. Ms. Anjali Seth (DIN 05234352) Independent Director (Non-executive)
7. Mr. Massimo Venuti (DIN 06889772) Director (Non-executive)
8. Mrs. Varsha Jain (DIN 08947297) Director and Head – CSR and Facility Management (Executive)
9. Mr. Indrajit Banerjee (DIN 01365405) Independent Director (Non-executive)
10. Mr. Anant Talaulicar (DIN 00031051) Independent Director (Non-executive)

Retirement of directors by rotation

In terms of Section 152(6) of the Act, Mr. Ramesh Gehaney, Director (DIN 02697676), retires by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. Information as required under Regulation 36(3) of the Listing Regulations is provided in the Notice convening the AGM.

KEY MANAGERIAL PERSONNEL:

The following officials are ‘Key Managerial Personnel’ of the Company in terms of the provisions of Sections 2(51) and 203 of the Act:

i. Mr. Anurang Jain, Managing Director;

ii. Mr. Ramesh Gehaney, Director and Chief Operating Officer (Whole Time Director);

iii. Mr. Satrajit Ray, Director and Group Chief Financial Officer (Chief Financial Officer);

iv. Mrs. Varsha Jain, Director and Head – CSR and Facility Management (Whole Time Director)*; and v. Mr. Sunil Lalai, Company Secretary and Executive Vice President – Legal (Company Secretary).

* Mrs. Varsha Jain, was appointed as Executive Director, and designated as Director and Head – CSR and Facility Management, with effect from 10th November, 2020.

Board of Directors and its Committees

During the financial year under review, the Board met four times. A detailed update on the Board, its composition and attendance of the Directors at each meeting is provided in the Corporate Governance report.

The Board has constituted six committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee, Risk Management Committee and Finance Committee (a non-statutory committee). All recommendations made during the year by the Committees including the Audit Committee were accepted by the Board.

A detailed charter including terms of reference of various Board constituted Committees, number of Committee meetings held during the financial year 2020-21 and attendance of members at each meeting, forms part of the Corporate Governance report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Directors, based on the representation received from the management, confirm that:

i. in the preparation of the annual accounts for the year ended 31st March, 2021, the applicable accounting standards have been followed;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis; v. the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149(7) of the Act and Regulation 16(1)(b) of the Listing Regulations, the Independent Directors of the Company have submitted their declarations confirming compliance with the criteria of independence as stipulated thereunder.

All Independent Directors of the Company have affirmed compliance with the Company’s Code of Conduct for Directors and Senior Management Personnel for the financial year 2020-21.

The Board took on record declarations and confirmations submitted by the Independent Directors regarding their fulfilment of the prescribed criteria of independence, after assessing the veracity of the same as required under Regulation 25 of the Listing Regulations.

In terms of the amended Companies (Appointment and Qualification of Directors) Rules, 2014, an independent director is required to apply online to the Indian Institute of Corporate Affairs for inclusion of his/her name in the data bank for such period till he/she continues to hold office of an independent director in any company. All Independent Directors of the Company have submitted declaration of compliance in this regard.

Opinion of the Board with regard to integrity, expertise and experience (including pro_ciency) of the Independent Directors:

The Board is of the opinion that Independent Directors of the Company are professionally qualified and well experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and pro_ciency. Their qualification and vast experience in varied fields helps in strengthening the Company’s systems and processes to align the same with good industry practices and institutionalising tenets of corporate governance.

DIRECTORS’ REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178 OF THE ACT:

The Nomination and Remuneration Policy, framed and adopted by the Board at its meeting held on 10th June, 2016, was last revised by the Board at its meeting held on 10th November, 2020. This is also placed on the Company’s website at www. endurancegroup.com/investor-relations. In terms of Section 178 of the Act, the scope of the policy covers directors, key managerial personnel and senior management employees of the Company. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management employees of the Company.

Details of the Company’s policy on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as stipulated under sub-section (3) of Section 178 of the Act, adopted by the Board, forms part of the Corporate Governance report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

In compliance with the provisions of Section 178 of the Act, Nomination and Remuneration Policy ("NR Policy") of the Company, inter alia, specifies that the Board will conduct performance evaluation of the Board as a whole and its Committees and the individual Directors. Performance evaluation of Directors shall be done by the entire Board (excluding the director being evaluated). The Nomination and Remuneration Committee shall continue to be responsible for implementation of the methodology followed by the Company in this regard. The NR Policy of the Company is placed on the Company’s website at www.endurancegroup.com/investor-relations.

Performance of the Board is evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, its contribution in effective management of the Company, etc. Based on the assessment, observations on the performance of Board are discussed and key action areas for the Board, Committees and Directors are noted.

During the period under review, the annual performance evaluation of the Board, its Committees and individual Directors for the financial year ended 31st March, 2021 was conducted by the Board, at its meeting held on 23rd April, 2021.

Information and other details on annual performance assessment is given in the Corporate Governance report.

SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2).

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2020-21:

Board meetings of the Company are conducted as per the provisions of the Act, the Listing Regulations and applicable Secretarial Standards. In the last meeting of the calendar year, the Board decides the schedule of meetings to be held in the succeeding year.

Based on the dates of meetings decided by the Board, adequate notice is given to all directors and Committee members; an agenda with detailed notes thereon is sent at least seven days in advance of the respective meeting. The notes to agenda contain relevant information and supporting documents along with recommendation from the management, for meaningful deliberation on the agenda items. During the year under review, no meeting was held at a shorter notice.

A gist of Board and Committee meetings held during the year along with attendance record of each Director forms part of the Corporate Governance report.

AUDIT COMMITTEE:

Audit Committee of the Company is constituted in terms of Section 177 of the Act and Regulation 18 of the Listing Regulations.

As on 31st March, 2021, the Committee comprised following directors as its members:

i. Mr. Partho Datta, Chairman;

ii. Mr. Soumendra Basu; and

iii. Ms. Anjali Seth.

Consequent to the changes in the Board of Directors during the year under review and till the date of Board’s Report, the Audit Committee was reconstituted as under:

(i) On 23rd April, 2021, Mr. Indrajit Banerjee, Non-executive Independent Director of the Company was co-opted as a member of the Committee.

(ii) Due to the sudden and sad demise of Mr. Partho Datta, Non-executive Independent Director, on 1st May, 2021, the Board at its meeting held on 19th May, 2021 appointed Mr. Indrajit Banerjee as the Chairman of this Committee.

As on the date of the report, the Audit Committee comprised following directors as its members:

i. Mr. Indrajit Banerjee, Chairman;

ii. Mr. Soumendra Basu; and

iii. Ms. Anjali Seth.

All of the Committee members are non-executive independent directors and are financially literate as required under Regulation 18(1)(c) of the Listing Regulations.

The Committee invites the Managing Director, the Director and Group Chief Financial Officer, the Director and Chief Operating Officer, the Statutory Auditors and the Chief Internal Auditor to attend meetings of the Committee.

Mr. Sunil Lalai, Company Secretary and Executive Vice President - Legal acts as Secretary to the Committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility ("CSR") Committee is constituted in compliance with Section 135 of the Act. As on 31st March, 2021, the Committee comprised following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Soumendra Basu;

iii. Mr. Ramesh Gehaney; and

iv. Mrs. Varsha Jain (co-opted as member of the Committee with effect from 10th November, 2020).

RISK MANAGEMENT COMMITTEE:

The Risk Management Committee ("RMC") is constituted in compliance with Regulation 21 of the Listing Regulations. As on 31st March, 2021, the Committee comprised following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Partho Datta;

iii. Mr. Ramesh Gehaney; and

iv. Mr. Satrajit Ray.

On 1st May, 2021, Mr. Partho Datta, Non-executive Independent Director ceased to be a member of the RMC due to his sudden and sad demise.

On 19th May, 2021, the Board of Directors co-opted Mr. Indrajit Banerjee, Non-executive Independent Director of the Company, as a member of the RMC.

As on the date of this report, the RMC comprised following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Indrajit Banerjee;

iii. Mr. Ramesh Gehaney; and

iv. Mr. Satrajit Ray.

The Risk Management Policy of the Company which was framed in June, 2015 and was last reviewed and revised in August, 2020 is placed on the Company’s website www.endurancegroup.com/investor-relations.

The policy lays down a framework for risk management and mitigation process commensurate with the scale and nature of the Company’s business. The policy also identifies the risk categories in line with the Company’s growth strategy, continuously changing business environment and legislative requirements. As per the terms of reference of RMC, it is entrusted with responsibility to review risk management framework.

The risk management framework defines thresholds against each of the identified risk events and mitigation measures to alleviate such risks. The framework is dynamic in nature and is reviewed periodically by the respective functions. The senior management team reviews the critical risk events and implements action plans to avoid recurrence of such events. A risk report is reviewed bi-annually by the RMC and the same is also placed before the Board for review and advice on critical matters.

During the year under review, both the global as well as the domestic auto industry was adversely affected by the COVID-19 pandemic leading to demand depression and unemployment. In order to alleviate the unprecedented risk posed to its functioning and growth, the Company took immediate steps to align its strategy by undertaking several pre-emptive cost optimisation initiatives.

The risk management framework was, accordingly, revised to capture the risks encountered and envisaged due to disruption of operations and normal business activities on account of such event based risks.

CREDIT RATING:

During the year under review, ICRA Limited a credit rating agency registered with SEBI had reaffirmed the long term rating of ICRA AA+ (Stable) and ICRA A1+ for short term rating. CRISIL Ratings Limited (a subsidiary of CRISIL Limited), a credit rating agency registered with the SEBI, has upgraded the long-term rating for bank credit facilities and reaffirmed the short-term rating for bank credit facilities / Commercial Papers as CRISIL AA+/Stable and CRISIL A1+, respectively.

INTERNAL FINANCIAL CONTROLS:

In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Company has adequate Internal Financial Control system in the form of policies and procedures. It follows a structured mechanism of function-specific reviews and risk reporting by senior management of the Company and critical matters are brought to the attention of the Audit Committee and the Board. Further, internal Standard Operating Procedures (SOPs) and Schedule of Authority (SOA) are well defined and documented to provide clear guidance to ensure that all financial transactions are authorised, recorded and reported correctly.

In order to record day-to-day financial transactions and ensure accuracy in reporting thereof, the Company uses an established Enterprise Resource Planning (ERP) system. Adequate controls and checks are built in the ERP system to integrate the underlying books of account and prevent any kind of control failure. Mapping of policies and procedures including SOPs and SOA is done through ERP and audit of these processes forms part of the work scope of both internal and statutory auditors of the Company.

The Company has an in-house Internal Audit (IA) team lead by Chief Internal Auditor. The Chief Internal Auditor who is responsible for leading the IA department, functionally reports to the Audit Committee and administratively reports to Managing Director. The scope of work, accountability, responsibility, reporting and authority of the IA department is defined in the Internal Audit Charter which is reviewed by the Audit Committee, annually.

The IA team draws up an internal audit plan in advance for a financial year, which is approved by the Audit Committee and progress thereof is reviewed by the Committee at its quarterly meetings. In order to ensure objectivity and independence of the audit mechanism, internal audit activities for certain plants are outsourced. The IA team conducts audits of plants and corporate functions, specifically emphasising on statutory compliance, covering adherence to SOPs, controls and internal guidelines issued by the management. Implementation of the audit recommendations are monitored by the IA team.

Report on audit findings and corrective measures taken by the respective process owners, is reviewed periodically by the senior management team of the Company comprising the Managing Director, the Director and Group Chief Financial Officer and the Director and Chief Operating Officer. Significant observations and status of implementation of recommendations of the IA team are presented to the Audit Committee. The Committee reviews the report and advises on improving the systems and processes, where necessary.

The Company’s internal control mechanism is commensurate with the scale of its operations thereby ensuring compliance with the Act and the Listing Regulations.

CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the statutory auditors towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report.

The Managing Director and the Director and Group Chief Financial Officer have certified to the Board with regard to financial statements and other matters as required under Regulation 17(8) read with Schedule II to the Listing Regulations.

BUSINESS RESPONSIBILITY REPORT:

In terms of Regulation 34(2) of the Listing Regulations, a Business Responsibility Report for the financial year 2020-21 forms part of this Annual Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION:

The Company has adopted a ‘Code of Conduct for Prevention of Insider Trading’ ("PIT Code") in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, ("PIT Regulations"). Further, the Company has also adopted a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information’ ("UPSI Code").

The PIT Code and UPSI Code are drawn up on the principle that the Company’s directors and employees owe a fiduciary duty, amongst others, to the shareholders of the Company to place the interest of shareholders above their own and conduct their personal securities’ transactions in a manner that does not give rise to any conflict of interest.

The PIT Code lays down guidelines for ‘designated persons’ on the procedures to be followed and disclosures to be made while dealing in securities of the Company and also stipulates the consequences of non-compliances or leak of confidential price sensitive information. The PIT Code was last revised by the Board of Directors at its meeting held on 23rd April, 2021 to align the disclosure formats with those notified in the SEBI Circular bearing reference no. SEBI/ HO/ ISD/ ISD/ CIR/ P/2021/19_dated 9th February, 2021.

The UPSI Code documents the manner of disseminating Unpublished Price Sensitive Information (UPSI) for making it accessible to the public on non-discriminatory basis.

Any information is determined to be UPSI, based on the principles enumerated in the Company’s Policy on Determination of Materiality of Event / Information.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure I.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In terms of Section 135 of the Act read with Schedule VII to the Act and Company’s Corporate Social Responsibility ("CSR") Policy, the Company has undertaken CSR projects under the aegis of Sevak Trust, with whom it has been associated for more than a decade. The CSR projects and programmes recommended by the CSR Committee and approved by the Board are aimed towards enhancing employability by imparting skill-building vocational training to unemployed youth and undertake developmental activities in villages to improve living standards and welfare through education, promoting health & hygiene, educating on agriculture oriented initiatives and means of livelihood, providing community facilities and the like. As part of its CSR initiatives, the Company has also undertaken the responsibility of upgrading the Sevak Trust Balwadi. This Balwadi, located in Waluj, Aurangabad, provides pre-primary education to children from economically weaker sections of the society. Apart from the above, the Committee also approved certain micro projects for cleanliness of drains and providing safe drinking water by installation of reverse osmosis (RO) plants.

Salient features of CSR Policy, are available on Company’s website at www.endurancegroup.com. The Annual Report on CSR activities is attached as Annexure II to this Report.

In terms of Section 135 of the Act read with Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2015, the Director and Group Chief Financial Officer of the Company has provided requisite certificate that the funds disbursed by the Company to Sevak Trust and for other CSR activities during the financial year 2020-21 have been utilised for the respective purposes and in the manner as approved by Board.

EXPENDITURE TOWARDS CSR ACTIVITIES

As per the requirements under the Act, the Company earmarked an amount of Rs. 103.97 million calculated based on the average net profit before tax of the immediate preceding three financial years. Accordingly, a budget of Rs. 110 million was approved for expenditure towards CSR activities, which included the contribution of Rs. 50 million made by the Company to the PM CARES Fund on 31st March, 2020, and was eligible for set off against the CSR expenditure for financial year 2020-21. Based thereon, an outlay of Rs. 60 million for CSR projects / programmes was approved by the Board for financial year 2020-21, at its meeting held on 25th June, 2020.

The Board of Directors have approved following projects / programmes, which were as per Schedule VII to the Act and CSR Policy of the Company:

1. Village Development Project ("VDP");

2. Setting up and running of Vocational Training Centre ("VTC");

3. Running of Sevak Trust Balwadi ("Balwadi");

4. Relief measures relating to COVID-19 pandemic; and

5. Donation to Bharat Sevashram Sangha.

The total amount spent by the Company, during the financial year 2020-21 towards approved CSR projects and programmes was Rs. 61.46 million, which included "Administrative Overheads", as against the budget of Rs. 60 million earmarked towards CSR expenses.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

During the year under review, no instances of fraud have been reported under Section 143(12) of the Act.

AUDITORS:

Statutory Auditor

The Members of the Company at their Eighteenth AGM (Annual General Meeting) had approved appointment of M/s. S R B C & CO. LLP (ICAI Firm Registration No. 324982E/ E300003) as Statutory Auditors of the Company from the conclusion of Eighteenth AGM till the conclusion of Twenty third AGM of the Company.

The Statutory Auditors of the Company have issued an unmodified opinion on the financial statements, both standalone and consolidated for the financial year ended 31st March, 2021. The said Auditors’ Report(s) for the financial year ended 31st March, 2021 on the financial statements of the Company forms part of this Annual Report.

Cost Auditor

As per the provisions of Section 148 of the Act and Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records with respect to the manufacturing activities, viz. manufacturing of engine components, manufacturing of dies and moulds, and generation of electricity through windmill, and get the same audited.

Based on the recommendation of the Audit Committee, the Board has appointed Mr. Jayant B. Galande, Cost Accountant (Membership No. M-5255) as Cost Auditor of the Company for the financial year 2021-22. The remuneration proposed is Rs. 400,000 and is subject to rati_cation by the shareholders at the ensuing AGM. The said remuneration is excluding applicable taxes and out-of-pocket expenses, if any, payable at actuals.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Sachin Bhagwat (Membership No. A10189, CP No. 6029) Practicing Company Secretary, to conduct an audit of the secretarial records for the financial year 2020-21.

The Secretarial Audit report for the financial year 2020-21 is set out as Annexure III to this report. The said report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

Policies of the Company

The Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of Directors has, from time to time, framed and approved policies as required under the Listing Regulations as well as under the Act.

Listed below are certain key policies that have been framed by the Company:

Name of Policy

1. Nomination and Remuneration Policy

2. Corporate Social Responsibility Policy

3. Dividend Distribution Policy

4. Whistle Blower Policy

5. Risk Management Policy

6. Code of Conduct for Prevention of Insider Trading

7. Code of Conduct for Directors and Senior Management Personnel

8. Code of Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information

9. Policy for determination of Materiality of Subsidiaries

10. Policy for Determination of Materiality of and Dealing with Related Party Transactions

11. Policy for Determination of Materiality of Events/ Information

12. Policy for Preservation of Documents

13. Archival Policy for disclosures to Stock Exchanges

The above-mentioned policies are available on the Company’s website at the link www.endurancegroup.com/ investor-relations.

These policies are periodically reviewed by the Committees responsible therefor and changes, if any, are recommended to the Board for approval. Changes to the policies also factor amendments in statutes or governing regulations. During the period from 1st April, 2020, till the date of report, the following policies were revised:

Name of Policy Revised effective
1. Nomination and Remuneration Policy
2. Policy for Determination of Materiality of Event / Information 25th June, 2020
3. Policy for preservation of documents
4. Archival Policy for Disclosures to Stock Exchanges
5. Risk Management Policy
6. Fraud Prevention and Detection Policy 13th August, 2020
7. Code of Conduct for Prevention of Insider Trading
8. Policy for preservation of documents
9. Code of Conduct for Directors and Senior Management Personnel 10th November, 2020
10. Whistle Blower Policy
11. Nomination and Remuneration Policy
12. Corporate Social Responsibility Policy 23rd April, 2021
13. Code of Conduct for Prevention of Insider Trading

Based on the recommendation of Nomination and Remuneration Committee, the Nomination and Remuneration ("NR") Policy was revised by the Board, at its meetings held on 25th June, 2020 and 10th November, 2020. The changes primarily related to payment of remuneration to Independent Directors and the process of performance evaluation being conducted by the Board, and to include reference of the Company’s Code of Conduct for Directors and Senior Management Personnel. Accordingly, the policy document was modified to:

i. include identification of attributes and domain experience to be assessed while appointing a new Director on the Board; and

ii. align the policy document with the new Code of Conduct for Directors and Senior Management Personnel adopted by the Board, at its meeting held on 10th November, 2020.

Pursuant to the amendments notified vide the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22nd January, 2021 ("CSR Amendment Rules") and based on the recommendation made by the Corporate Social Responsibility ("CSR") Committee at its meeting held on 8th March, 2021, the Board of Directors, at its meeting held on 23rd April, 2021, approved the revised CSR Policy of the Company. The revisions to the CSR Policy are made to align the same with the provisions of CSR Amendment Rules. Kindly refer Annexure II for salient features of the CSR Policy enumerated in the Annual Report on Corporate Social Responsibility Activities.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosure of remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure IV.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and financial statements are being sent to the shareholders excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during business hours and will be made available to any shareholder on request.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not advanced any loans or given guarantees covered under the provisions of Section 186 of the Act. Particulars of investments form part of the notes to financial statements. Kindly refer notes no. 4, 4A and 4B of the standalone financial statements for the details of investments made by the Company as on 31st March, 2021.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a vigil mechanism (which forms part of the Whistle Blower policy in terms of Regulation 22 of the Listing Regulations) for Directors and employees to report their genuine concerns. The objective of this policy is to create a window for any person who observes any unethical behaviour, actual or suspected fraud, or violation of the Company’s Code of Conduct for Directors and Senior Management Personnel and Endurance Code of Conduct for Employees ("Codes of Conduct") and to report the same to the Ombudsman appointed under the same policy. The said policy also encompasses reporting of instances of leak of Unpublished Price Sensitive Information (UPSI).

Protected disclosures can be made by a whistle blower to the dedicated e-mail ID and/ or postal address of Ombudsman, appointed under the policy. The policy has been hosted on the Company’s website at www.endurancegroup.com/ investor-relations.

An Ombudsman has been appointed in terms of the provisions of the Act to independently investigate protected disclosures communicated under the policy and matters of violation to the Codes of Conduct.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31ST MARCH, 2021 AND DATE OF BOARD’S REPORT:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

RELATED PARTY TRANSACTIONS:

As per the Listing Regulations, all Related Party Transactions ("RPT") and any modifications thereto are placed before the Audit Committee for approval. Further, the Audit Committee accords specific / omnibus approval for RPTs which are in ordinary course of business and satisfy the principles / conditions of being at arm’s length basis. The Audit Committee reviews, on a quarterly basis, the details of the RPTs entered pursuant to the aforementioned omnibus approval.

Particulars of RPTs entered during the year 2020-21

During the year under review, appointment of Ms. Rhea Jain, Vice President – HR and Strategic Projects to office or place of profit in terms of Section 188(1) of the Act was approved by the Members in the Twenty First AGM of the Company held on Wednesday, 23rd September, 2020. Ms. Jain is daughter of Mr. Anurang Jain, Managing Director of the Company and is, therefore, a related party in terms of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations.

In terms of Section 188(1)(f) of the Act read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014 ("Rules"), the Board of Directors, on the recommendation of the Audit Committee and Nomination and Remuneration Committee, had approved appointment of Ms. Jain, Vice President - HR and Strategic Projects at a gross annual remuneration of Rs. 4.5 million, effective 1st April, 2020.

Justification for entering into such RPT

The remuneration proposed for Ms. Jain is commensurate with her role and responsibility as part of the senior management team handling human resource function and strategic projects undertaken for organic and inorganic growth of the Company. This progression in the management cadre is also a part of succession planning.

During the financial year, the Company did not enter into any contract/ arrangement/ transaction with related parties which could be considered material for which shareholders’ approval is required in accordance with Section 188 of the Act and the Policy on Determining Materiality of and Dealing with Related Party Transaction ("RPT Policy").

Accordingly, there is no information to be disclosed in Form AOC-2, while the particulars of all RPTs in terms of Indian Accounting Standard (Ind AS) – 24 are forming part of the financial statements.

The RPT Policy of the Company, as approved by the Board, can be accessed on the Company’s website at www.endurancegroup.com/investor-relations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

There were no significant material orders passed by Regulators /Courts which would impact the going concern status of the Company and its future operations.

ANNUAL RETURN:

In terms of Section 92(3) of the Act, the annual return of the Company for the financial year ended 31st March, 2021 shall be available on the Company’s website: www.endurancegroup.com/investor-relations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a "Policy on Safety & Security and Prevention of Sexual Harassment of Women Employees" ("POSH Policy") in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The POSH Policy aims to provide a safe, friendly, positive and productive working environment and promote an atmosphere in which employees can realise their maximum potential. The policy applies to all permanent and temporary employees and also to workforce engaged by the Company through contractors.

The Company observes zero tolerance towards any kind of violation of the aforementioned POSH Policy. As per POSH Policy, the Company has constituted Internal Committees ("IC") for all its locations which are chaired by a female employee and senior management officials of the Company are its members along with representative of non-government organisation / association committed to the cause of women or a person familiar with the issues relating to sexual harassment. The IC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the POSH Policy.

During the year under review, five complaints were received by the IC under the POSH Policy and all of them were satisfactorily resolved.

INDUSTRIAL RELATIONS:

During the year under review, the industrial relations remained cordial.

The Company entered into wage agreement on 24th January, 2021 with All Marathwada Kamgar Union for the plant located at E-92 and 93, MIDC Industrial Area, Waluj, Aurangabad – 431 136. New wage settlement Memorandum of Understanding ("MOU") is effective from 1st January, 2021 to 31st December, 2024.

As on the date of report, the Company has twelve agreements entered into with labour unions for the Company’s plants located at Waluj (Aurangabad, Maharashtra), Chakan (Dist. Pune, Maharashtra) and Pantnagar (Uttarakhand).

INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company that remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by such company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Act, no dividend amount or shares were required to be transferred to the IEPF by the Company during the year ended 31st March, 2021.

The Company has uploaded details of unpaid and unclaimed dividend amounts lying with the Company as on 6th July, 2020, on the Company’s website www.endurancegroup. com/investor-relations and on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

The following table provides dates on which unclaimed dividend would become due to be transferred to the IEPF:

Financial Year Date of declaration of dividend/ interim dividend Amount of unpaid dividend as on 31st March, 2021 (in Rs.) Due date for transfer to IEPF
2016-17 28th July, 2017 47,707.50 31st August, 2024
2017-18 6th September, 2018 41,832.00 11th October, 2025
2018-19 8th August, 2019 45,749.00 12th September, 2026
2019-20 3rd March, 2020 123,183.50 7th April, 2027

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their sincere appreciation towards the commitment, hard work and support of all its employees and workmen during the year especially during this challenging and difficult times of unprecedented pandemic.

The Directors also express gratitude to the shareholders, workmen unions, customers, vendors, dealers, bankers, government authorities of India and other countries where the Company operates and all other business associates for their continued support extended to the Company and for reposing their confidence in the management. The management looks forward to their continued support in future.

For and on behalf of the Board
Soumendra Basu
Chairman
Date: 12th July, 2021 DIN 01125409