Hella India Lighting Ltd Directors Report

Dear Members,

Your Directors take great pleasure in presenting the 61st Annual Report & Board of Directors Report of Hella India Lighting Limited (‘the "Company) on the business and operations of the Company, along with the audited financial statements of accounts for the financial year ended 31st March, 2021.

1. FINANCIAL SUMMARY

The Companys financial performance, for the year ended 31st March, 2021 is summarized below:

(All amounts are in Thousand Indian

Particulars	For the Year Ended
	31 March, 2021	31 March, 2020
Revenue from Operations	19,29,007	17,26,282
Other Income	30,163	17,068
Total Income	19,59,170	17,43,350
Total Expenses	19,31,307	17,17,121
Profit Before Finance Costs and Depreciation & Amortization & Tax	1,51,905	141,092
Finance Costs	39,083	24,346
Depreciation and amortisation expense	84,959	90,517
Profit Before Tax	27,863	26,229
Net Current Tax expenses	30,645	18,480
Prior year tax expenses	-	73
Deferred Taxes	(3,096 )	(11,412)
Net tax expenses	27,549	7,141
Profit /Loss After Tax	314	19,088
Total other comprehensive income/loss	( 1,297)	( 1,159)
Total comprehensive income/loss	(983)	17,929
Earning per share (face value Rs 10 each)
Basic and diluted earning per share (Rs.)	0.10	6.02

2. BUSINESS OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The financial year 2020-21 was a challenging year, owing to certain new kind of business challenges, primarily due to the impact of COVID-19 world-wide, including India. Despite challenges, the Company maintained its momentum that led to an increase in its Revenue from Operations, which grew from INR 17,26,282,000/- to INR 19,29,007,000/-. However, the Expenses of the Company were increased to INR 19,31,307,000/- from INR 17,17,121,000/-, in the previous year, owing to increase in cost of Raw material and components, Employee Benefit expenses, Finance Costs (including interest on borrowings) etc. Your Company still managed to have Profit Before Tax of INR 27,863,000/-, which was higher that of the previous year, i.e. INR 26,229,000/-. However, post consideration of Net Current Tax expenses, Prior year tax expenses & Deferred Taxes, which increased from INR 7,141,000/- to INR 27,549,000/-, your Company had a profit after tax of INR 314,000/-, compared to a Profit After Tax of 19,088,000/-, in the previous financial year. After considering the other comprehensive income/(loss) of INR (1,297,000/-), Total comprehensive income/(loss) stands at INR (983,000/-). The Basic and diluted Earning per share (for equity share having face value of Rs. 10 each) stands at INR 0.10, as on 31st March, 2021, compared to INR 6.02, as on 31st March, 2020.

Your Company however continues to retain its customers, and at the same time is continuing to build new associations, which reflects the ongoing trust of our customers to whom we dedicate our daily work.

Your Company is quite optimistic considering the increasing content per vehicle due to various technological advancement and various regulatory measures such as emission, safety regulations etc., and believes that the growth in the auto component industry will be relatively higher than the underlying growth in the automotive industry in the medium to long term.

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business, during the year under review.

4. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the affairs/financial position of the Company which have occurred between the end of the financial year to which the financial statements relate, i.e. 31 March, 2021 and the date of this report.

5. DIVIDEND

Your Company had a total comprehensive loss, post tax of INR (983,000/-) during the current financial year. Your Board of Directors have thus considered it prudent to retain its earlier profits into the business, in view of proposed capex and working capital requirements for future growth prospects. Accordingly, your Directors have decided not to recommend any dividend for the year under review.

6. TRANSFER TO GENERAL RESERVES

In view of the total comprehensive loss, post tax of INR (983,000/-) during the current financial year, your Company has not transferred any amount(s) to the General Reserves of the Company, during the current financial year.

7. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE

Managements Discussion and Analysis and Corporate Governance Report for the year under review is presented in a separate section and forms part of this Annual Report.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, no Company has become or ceased to become its subsidiary(s) or Joint Venture or Associate Company.

9. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm that: (a) in the preparation of the annual accounts for the year ended 31st March, 2021, the applicable accounting standards have been followed and there are no material departures from the same; (b) 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 as at 31st March, 2021 and of the profit/loss of the Company for the year ended on that date; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual accounts on a ‘going concern basis; (e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)

Dr. Nicolas Wiedmann had tendered his resignation w.e.f 31st August 2020 to the Board of Directors of your company from the post of Non-Executive Director. Due to resignation of Dr. Nicolas Wiedmann as Director, Mr. Anil Sultan who was appointed as an alternate director of Dr. Nicolas Wiedmann, ceased to act as alternate director consequently. Your Company places on record the contribution of Dr. Nicolas Wiedmann & Mr. Anil Sultan during their tenures as Director of the Company.

Mr. Ramashankar was re-appointed as Managing Director of the Company, for a period of three years w.e.f. 1st January 2021, by the shareholders/members in their 60th AGM held on 25th September, 2020.

During the year, Mr. Christoph Sohnchen was appointed as Additional Director of the Company, w.e.f 09th January 2021 pursuant to Sec 161 of the Companies Act, 2013. Mr. Christoph Sohnchen is proposed to be appointed by the Board as director of the Company, in the ensuing 61st AGM,

Further, the tenure of Mr. Tarun Gulati would expire in the ensuing 61st AGM, to be held on 30th September, 2021. In view of the same, the Board has recommended to re-appoint Mr. Tarun Gulati for another term of 5 (five) years i.e. from the conclusion of 61st AGM till the conclusion of 66th AGM, subject to the approval of his appointment and remuneration by the shareholders of the Company in ensuing Annual General Meeting, by way of special resolution.

Further, the tenure of Mr. Avinash Razdan Bindra as Independent Director would complete/end in the forthcoming/ensuing 61st Annual General Meeting of the Company. Accordingly, pursuant to the provisions of the Companies Act, 2013, Mr. Avinash Razdan Bindra would vacate office as Independent Director.

None of the directors are disqualified as per the provisions of sub section (2) of section 164 of the Companies Act, 2013.

11. NUMBER OF MEETINGS OF THE BOARD

The Board met four times during the financial year, the details of which are given in the "Corporate Governance Report" and forms part of this Annual Report. The intervening gap between any two meetings were within the period prescribed under the Companies Act, 2013.

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions made by the Company with promoters, directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large and approval of the board of directors and shareholders were obtained wherever required.

The particulars of Contract or arrangements with related parties referred to in Section 188 (1), as prescribed in Form AOC -2 of the rules prescribed under Chapter IX relating to Accounts of the Companies under the Companies Act, 2013 is appended as Annexure I.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (the "CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company has been actively participating in CSR activities since its inception and manages and supports various charitable and philanthropic work in the vicinity where it operates. The Annual Report on CSR activities is annexed as Annexure II to this report.

14. STATEMENT ON RISK MANAGEMENT POLICY

The Board of Directors of the Company periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, together form the Best Management System (BMS) that governs how the Company conducts the business and manages associated risks.

The Company has introduced several improvements such as Internal Controls Management and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by Internal Audit methodologies and processes.

15. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such control Systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by the Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee of the Company.

16. DECLARATION OF INDEPENDENT DIRECTORS

The Independent directors have submitted the declaration of Independence to the Company, as required pursuant to section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub section (6).

17. DETAILS IN RESPECT OF FRAUDS

There has been no fraud reported by the auditors of the Company under sub section 12 of section 143 under the Companies Act, 2013.

18. APPOINTMENT OF STATUTORY AUDITORS AND AUDITORS REPORT/EXPLANATIONS AND/OR COMMENTS BY THE BOARD; APPOINTMENT OF COST AUDITORS

A. Appointment of Statutory Auditors

The 5(five) year term of the present Statutory Auditor, M/s Deloitte Haskins & Sells LLP, Chartered Accountants, shall end at the conclusion of the ensuing 61st AGM of the Company. Accordingly, the Audit Committee & the Board of Directors of the Company in their meetings dated 27 August, 2021 respectively, considered the matter and have recommended for the appointment of M/s S.N. Dhawan & CO LLP (Firm Registration no. 000050N/N500045) as the Statutory Auditor of the Company, for a term of 5 (five) consecutive years, from the conclusion of this 61st Annual General Meeting (AGM), till the conclusion of the 66th AGM of the Company, pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), at a remuneration of INR 13,00,000/- (Indian Rupees Thirteen Lacs only), per annum/year (plus applicable taxes/GST) and such reimbursement of out-of- pocket expenses incurred in connection with the statutory audit and on such other terms and conditions (including revision in remuneration), as may be mutually agreed upon between the Board of Directors of the Company and the Statutory Auditor. Accordingly, the approval of the said appointment and terms & manner of payment of remuneration are being considered for the approval of the members of the Company in the ensuing/forthcoming 61st Annual General Meeting (AGM) of the Company.

Statutory Auditors Report & Boards Comments:

The INDEPENDENT AUDITORS REPORT dated August 27, 2021 (including ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT, i.e. Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013) & ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT (Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section) on the Financial Statements of the Company for the year ending 31st March, 2021, as issued by M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditor of the Company are self-explanatory and thus do not require any further comments/remarks by the Board of Directors.

It is also pertinent to note that there are no qualifications, observations or comments on financial transactions or matters (which have any adverse effect on the functioning of the Company) made by the statutory auditor in their Report (including the ANNEXURES, i.e. ANNEXURE "A" & ANNEXURE "B").

B. Cost Auditors

The Company had appointed M/s Mushtaq A. Mir & Co, Cost Accountants in its Board Meeting held on 21st July 2020 for the audit of cost records under ‘Electricals or electronic machinery and Other machinery and Mechanical Appliances for financial year 2020-21- following the Notification F. No. 52/26/CAB-2010 of Cost Audit Branch of the Ministry of Corporate Affairs dated 24th January, 2012. The Cost Auditors Report for the financial year 2020-21 shall be forwarded to the Central Government as required under law.

C. Secretarial Auditor

During the year under consideration your Company was not required to appoint Secretarial Auditor.

D. Internal Auditors

During the year under review Mr. M/s Pramod Jain, Internal Auditor, a Chartered Accountant by profession, has carried out the Internal Audit and submitted his report on Quarterly basis to the Audit Committee of the Company.

He has been appointed for a further period unless terminated by the Board of directors of the company in their meeting held on 13th June, 2017.

19. COMMITTEES OF THE BOARD

During the year under review and in accordance with the Companies Act, 2013 and other laws the Company currently has the following committees as under:

(i) Audit Committee;

(ii) Stakeholders Relationship Committee;

(iii) Share Transfer Committee;

(iv) Nomination and Remuneration Committee;

(v) Corporate Social Responsibility (CSR) Committee.

Details of all the Committees along with their compositions and meetings held during the year are provided in the "Corporate Governance Report" section in this Annual Report.

20. COMPANY POLICY(S)

The Company has adopted the Nomination and Remuneration Policy, Corporate Social Responsibility (CSR)Policy which is placed at www.hella.co.in Investors Policies and Information Related to Directors

21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided as under:

Name of the Relation Entity	Amount in Rs.	Particulars of Loans, Guarantees and Investments	Purpose for which the loan, guarantee and investment are proposed to be utilized
Not Applicable

*In addition to the above, the Company has given advance against salary to employees of the Company as per the terms of appointment.

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure III to this Report and forms integral part of this report.

23. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of Annual Return in the prescribed format MGT – 9 is annexed herewith as Annexure IV to this Report.

24. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme or provision of money in accordance with any scheme approved by company through special resolution for the purchase of fully paid–up shares in the company held by trustees for the benefit of the employees of the company or such shares held by the employees of the company.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment at it all locations and adopted a policy on prevention of sexual harassment at workplace.

The Company is committed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is committed to promote a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity.

The following is a summary of sexual harassment complaints received and disposed off during the year 2020-21.

No of complaints received	Nil
No of complaints disposed off	Nil

26. STATEMENT ON ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has laid down manner and criteria of evaluation of Board of its own, Committees and Individual Directors in which annual evaluation of the Board, Committees of the Board and Individual Directors would be evaluated. The evaluation includes various criteria including performance, targets, sincerity towards roles and responsibilities etc.

The Board of Directors has evaluated its Individual Directors (i.e. Executive and Non-executive Director) and the Board itself. After evaluation, the Board found their performance upto the mark and satisfactory.

Evaluation criteria for the Individual Directors is also available on the website of the Company. The link of website as follows:

www.hella.co.in Investors Policies and Information Related to Directors

27. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTORS ETC.

Pursuant to Section 178(1) of the Companies Act, 2013 and other applicable provisions thereof, the Board of Directors has constituted Nomination and Remuneration Committee. A Nomination and Remuneration Policy of the Company has also been laid down and approved by the Nomination and Remuneration Committee and Board. The said policy lays down the criteria for the appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The said policy also specifies the appointment and remuneration including criteria for determining qualification, term/tenure, positive attributes, independence of Directors, criteria for performance evaluation of Executive and Non-executive Directors (including Independent Directors), removal, policy on Board diversity, Directors and Officers Insurance and other matters as prescribed under the provisions of the Companies Act, 2013. The members of the committee are as follows:

As on 31st March 2021

S. No. Name of Director	Designation in Nomination & Remuneration Committee
1 Mr. Avinash Razdan Bindra	Member
2 Mr. Tarun Gulati	Member

www.hella.co.in Investors Policies and Information Related to Directors

28 . ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers, financial institutions, government and other agencies. Your Directors thank the customers, vendors and other business associates for their continued support in the companys growth.

Your Directors also wish to place on record their appreciation to the contribution made by employees because of which, the Company has achieved impressive growth through the competence, hard work, solidarity and co-operation at all levels.

	For	and on behalf of Board of Directors
		HELLA India Lighting Limited
	Sd/-	Sd/-
	Rama Shankar Pandey	Christoph Boris Sohnchen
Place: Gurugram	Managing director	Additional Director
Dated: 27th August, 2021	DIN- 02848326	DIN- 09021769
Registered Office:
K-61B, LGF, Kalkaji, New Delhi – 110019.
T (+91) 124 4658600
CIN - U74899DL1959PLC003126
www.hella.com