Maharashtra Scooters Ltd Management Discussions.

a) Industry structure and developments

Maharashtra Scooters Ltd. (MSL), since its inception, had been operating in the geared scooter segment of the two-wheeler industry and consequently over the period it had developed adequate skills in the manufacture of pressure die casting dies, fixtures, die casting components etc. for two and three-wheelers. With the market for geared scooters almost extinguished and the Company having discontinued the production of geared scooters since April 2006, production activity during the year was restricted to manufacture of pressure die casting dies, fixtures and die casting components etc.

b) Opportunities, Threats, Risks and Concerns

The Company ceased to manufacture geared scooters since April 2006 and since then, there has been no activity for manufacture of geared / non-geared scooters at its factory. The Company, however, continues to manufacture pressure die casting dies, fixtures and die casting components for automobiles industry. During the year, the Company continued taking steps to enhance its manufacturing capabilities.

c) Segment-wise or product-wise performance

There being two reportable segments, segment-wise information is given under Note No.32.

d) Internal control systems and their adequacy

The Company has strong internal control systems which have been found adequate by the Management of the Company.

The Audit Committee reviews the internal control system / procedure periodically to ensure its adequacy and effectiveness

e) Discussion on financial performance with respect to operational performance

The details have been furnished in the Directors Report to the Members as well as in the Financial Highlights included in the Annual Report.

f) Material developments in Human Resources/Industrial Relations front, including number of people employed.

As at the end of 31 March 2019, the Company had 51 permanent workmen, 57 permanent staff and 61 trainees and contract persons.

g) Material financial and commercial transactions, where the Management has personal interest, which may have a potential conflict with the interest of the Company at large

There are no material financial and commercial transactions, where the Management has personal interest, which may have a potential conflict with the interest of the Company at large.

h) Significant changes in financial ratios:

Independent Auditors Certificate On Corporate Governance

The Members

Maharashtra Scooters Limited

1. We have examined the compliance of conditions of corporate governance by Maharashtra Scooters Limited (Rs.the Company) for the year ended 31 March, 2019 as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C, D and E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations).

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure compliance with the conditions of the Corporate Governance stipulated in the Listing Regulations.

3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

4. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) issued by the ICAI.

6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

7. Based on our examination of the relevant records and according to the best of information and explanations provided to us, we certify that the Company has complied with the conditions of regulations of Corporate Governance as stipulated in the above-mentioned Listing Regulations.

8. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

9. The certificate is issued solely for the purpose of complying with the aforesaid SEBI Listing Regulations and may not be suitable for any other purpose.

For Kirtane & Pandit LLP
Chartered Accountants
Firm Registration No.105215W / W100057
Suhas Deshpande
Membership No.031787
Pune, 15 May 2019 UDIN No.19031787AAAAAG8799