scooters india ltd share price Directors report

Dear Shareholders,

The Board of Directors of your Company is pleased to present the 51^st Annual Report on the business and operations of the Company together with the audited Balance Sheet and statement of Profit and Loss Account and Auditors Report thereon for financial year ended 31^st March, 2023. In view of the decision of GOI to shut down the operations and close the Company vide MHIs letter No. 3(1)/2020-PE-VI dated January 28, 2021, there was no production & sales activity during the year under report. Accordingly, the activities during the year under report were towards the implementation of the said decision of GOI.

1. PRODUCTION REVIEW

		(Nos.)
Description	2021-22	2022-23
Three-Wheeler	0	0

2. SALES REVIEW

The Sales performance for the year is shown below:

Description	2021-22		2022-23
Physical	Financial	Physical	Financial
	(Rs. In lakhs)		(Rs. In lakhs)
Three-Wheeler 0	0.00	0	0.00
Spares	0.00		0.00
Petrol, Diesel, Lubricants etc.	0.00		0.00
Other Operating Revenue	0.00		0.00
Total	0.00		0.00

3. FINANCIAL REVIEW

The salient features of the Companys financial results for the year under review are as follows: (Rs. In lakhs)

Description	2021-22	2022-23
a) Profit/Loss before Depreciation, Interest, Taxes,
Prior Year Items & Other Income.	(1302.80)	(355.60)
b) Profit/Loss before Depreciation, Interest, Taxes, &	(1302.80)	(355.60)
Other income
c) PBIDT	1316.04	629.94
d) Profit/(Loss) for the year	757.99	76.44

During the year under report:

I. Loss before depreciation, interest, taxes, prior year items & other income reduced by Rs. 947.20 lakhs as compared to the previous year. II. Loss before depreciation, interest, taxes, & other income decreased by Rs. 947.20 Lakhs as compared to the previous year. III. Profit before depreciation, interest & taxes, increased by Rs. 686.10 lakhs as compared to the previous year. IV. Profit for the year increased by Rs. 681.55 lakhs as compared to the previous year.

4. CONTRIBUTION TO EXCHEQUER

The company has contributed a sum of Rs. 139.07 lakhs (towards duties & taxes) to the exchequer during the period under review vis-?-vis Rs. 768.19 lakhs during the previous financial year. Further, as per communication received from the Income Tax Department vide letter dated March 17, 2023, the Company has deposited amount of Rs. 14.44 Crore on April 10, 2023, with Income Tax department.

5. DIVIDEND

In view of accumulated losses and the decision of GOI to shut down the operations and close the Company vide MHIs letter No. 3(1)/2020-PE-VI dated 28/01/2021, the Directors did not recommend any dividend for the Financial Year 2022-23.

6. TRANSFER TO RESERVES

In view of the losses, the Company does not propose to transfer to the general reserves out of the amount available for apportion.

7. ISSUE OF SHARES WITH OR WITHOUT DIFFERENTIAL RIGHT, SWEAT EQUITY, ESOP:

The Company has not issued any share with differential right, sweat equity, employee stock option during the year, hence, not applicable.

8. EXPORT

The export during the year was NIL.

9. EXPENDITURE ON ADVERTISEMENT AND PUBLICITY:

Expenditure on account of advertisement and publicity was NIL in the year.

10. STATUS OF REPAYMENT OF LOAN FROM GOI

The Government of India, Ministry of Heavy Industries, released funds by way of interest free plan loan amounting to Rs. 2000.00 lakhs during the financial year 2013-14 for working capital under an approved revival package of Scooters India Limited by Cabinet/ Misc. Application approved by BIFR. As per sanction 23.7.2013/BIFR order the loan was repayable in 5 installments commencing from 23.7.2016 onwards i.e. 3 years from date of sanctioning i.e. beginning w.e.f. 23.7.2016. In accordance with the Boards decision in their meeting held on 8th April 2016 and in the background of letter F.No. 3(15)/2013-PE-VI dated 5th March 2015, the interest on CAPEX funds temporarily deployed as FDR remitted to Government of India in April 2014 amounting to Rs. 128.11 lakhs were adjusted against the installment of Rs. 400.00 lakhs due on 23rd July 2016. Accordingly, principal of Rs 1600 lacs is outstanding.

Further, vide MHIs letter No. 3(1)/2020-PE-VI dated 28/01/2021, the GOI sanctioned a loan of Rs. 65 crores, out of which a loan of Rs 41 crore was disbursed on 28.03.2021 for VRS/VSS scheme of employees and other vendor payments. As per the terms, the proceeds likely to be received in due course from the sale of movable assets, and Sale of Brands and trademark funds, remaining available after meeting its obligations and delisting payouts, will be used to pay back the earlier outstanding Interest-Free loan of Rs. 16 Crore from GOI and the loan with Interest of Rs. 65.12 crore (out of sanctioned loan of Rs. 65.12 Crore GOI has disbursed Rs. 41 Crore).

11. STATUS OF CLOSURE OF THE COMPANY: a) VRS/ VSS to employees: In terms of the communication vide letter no. F. No. 3(1)/2020-PE-VI dated 28.01.2021 from MHI, all regular employees had been released pursuant to VRS/VSS and effective from 29.04.2021, the regular strength of the Company is NIL. b) Disposal of movable assets (Other than Brands): In terms of the communication vide letter no. F. No. 3(1)/2020-PE-VI dated 28.01.2021 from MHI, E-auction of all movable assets has been completed during 2022-23 through MSTC Ltd. c) Disposal of Intangible assets (Brands): In terms of the communication vide letter no. F. No. 3(1)/2020-PE-VI dated 28.01.2021 from MHI, the E-auction of Lambretta & Lambro brand has been completed during 2022-23 and disposal of Vikram and Vijay Super Trademarks is in process. d) Return of Leasehold land: In terms of approval granted by the Ministry of Heavy Industries (MHI), Government of India vide letter dated 21.10.2022, 147.49 acres of leasehold land along with building/ trees situated at Sarojini Nagar on "as and where basis" has been transferred to UPSIDA (Uttar Pradesh State Industrial Development Authority) Govt of Uttar Pradesh on 01.12.2022. e) Settlement of Creditors: The Company has made a publication on June 04, 2022, in Economic Times (New Delhi/Gurgaon, Ahmedabad, Bangalore, Chandigarh, Chennai, Kolkata, Mumbai, Hyderabad, Pune, Jaipur & Lucknow) and on June 09, 2022, in Dainik Jagran (Lucknow, Kanpur, Gorakhpur, Varanasi, Meerut, Jhansi, Agra, Bareilly, Prayagraj, Moradabad, Aligarh, New Delhi, Dehradun, Haldwani, Hisar, Panipat, Dharamshala, Jalandhar, Ludhiana, Amritsar, Bathinda/Malwa, Chandigarh, Jammu, Patna, Bhagalpur, Ranchi, Dhanbad, Jamshedpur, & Siliguri), to communicate that the Company is in process of closure and any person having dues receivables from the Company, may reach out to the Company with supporting documents for their claims. The Company has made settlement/payment of all legitimate claims received so far. Unpaid/unclaimed dues, if any shall be written off in due course of time, as per applicable provisions of law. f) Settlement of Tax dues: i. Direct Tax: As per letter received from the Ministry of Finance dated 17.03.2023, total outstanding income tax liability of Rs. 14.44 crores on the company have been discharged/ paid on 10/04/2023. After payment of the pending dues the Company is pursuing for issuance of NOC, however the same is still awaited. ii. Indirect Tax: a. Service Tax: All Cases have been Closed and the Company is making regular follow up with the concerned department for issuance of NOC at the earliest. However, the same is pending. b. Vat/ Sales Tax/Entry Tax: All Cases have been Closed and the Company is making regular follow up with the concerned department for issuance of NOC at the earliest. However, the same is pending. g) Legal Cases: The Company is pursuing the legal cases for early disposal. h) Closure of PF Trust: The Company has made payment in respect of 364 employees out of 485 employees, in respect of whom legitimate claims had been received. PF Trust Audit has been completed till 31/03/2023 and Audit reports, relevant schedules and Trust hand over request has been submitted to Regional EPFO, Lucknow. The Company is in process of the Hand Over of the PF Trust.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED FROM 01.04.2023 TO DATE

In terms of the communication vide letter no. F. No. 3(1)/2020-PE-VI dated 28.01.2021 from MHI, the operations of the Company had been stopped and the process for closure of SIL has been initiated. In terms of the said communication all regular employees had been released and from 29.04.2021, the regular strength of the company is NIL. The Company has ceased to be a going concern and necessary steps as per the said communications are being implemented.

Voluntary Delisting of Equity shares:

a) The Company is a PSU incorporated under the Companies Act, 1956, having paid-up share capital of INR 87,27,38,188/- (Rupees Eighty-Seven Crore Twenty-Seven Lakh Thirty-Eight Thousand One Hundred and Eighty-Eight Only) divided into 8,72,72,255 (Eight Crore Seventy-Two Lakh Seventy-Two Thousand Two Hundred Fifty-Five) Equity Shares of the Face Value of Rs 10/- each. The Equity Shares of the company are listed on BSE. b) Since the Company is a PSU, so the President of India through the Ministry of Heavy Industries, Government of India, New Delhi, is the Promoter of the Company. c) The GOI, Ministry of Heavy Industries, New Delhi vide letter no. F. No. 3(1)/2020-PE-VI, dated January 28, 2021, communicated its decision for shutting down the operations of the plant/unit of the Company and closure of the Company. Further, the said letter by GOI also mentioned that before the closure of the Company under section 248(2) of the Companies Act, 2013, the Equity Shares of the Company are required to be delisted from the Stock Exchange and Equity Shares with the public are to be acquired and payout to be made to the public shareholders by Government of India, as per the procedure prescribed in Delisting Regulations. d) In furtherance to the same, the Company has ceased to be a going concern and necessary steps as per the aforementioned letter have been initiated. e) In terms of the decision taken by MHI, the Company has to be dissolved pursuant to the provisions of section 248(2) of the Companies Act, 2013. f) The Company has a Paid-up Capital of INR 87,27,38,188, divided into 8,72,72,255 Equity Shares with a Face Value of Rs 10/- each. The Promoters Shareholding in the Company is 93.87% and the public holding is merely 6.13%. There is very minuscule trading in the shares of the Company and no benefit is being derived by the virtue of being listed on BSE Limited. The Equity Shares of the Company are presently infrequently traded, with merely 0.66% trading during the last 12 months. g) Given the limited liquidity of the Equity Shares on the stock exchange, the proposed delisting will provide the public shareholders with an opportunity to exit from the Company at a price determined in accordance with the Delisting Regulations. h) In this regard, Mr. Amit Shrivastav, Chairman & Managing Director of the Company has been authorized by the President of India ("Acquirer") to do the needful on the Acquirers behalf for the proposed voluntary delisting. i) The Acquirer expressed intentions to make a delisting offer to acquire up to 53,48,226 Equity Shares representing 6.13% of the paid-up equity share capital of the Company from the Public Shareholders pursuant to Chapter VI of the Delisting Regulations. j) Accordingly, the Company floated a tender on July 05, 2021, for the appointment of a Merchant Banker for the proposed delisting offer. In accordance with the above and as per the provisions of Regulation 9 of the Delisting Regulations, the Acquirer appointed Corporate Professionals Capital Private Limited to act as Merchant Banker to the proposed Delisting offer vide letter of engagement dated May 02, 2023. k) The CMD, on behalf of the Acquirer vide letter dated May 03, 2023, has inter alia expressed the intention to voluntarily delist the Equity Shares of the Company in accordance with the Delisting Regulations by acquiring Equity Shares that are held by the public shareholders of the Company. l) In view of the above and as per the provisions of Regulation 8 of the Delisting Regulations, an Initial Public Announcement was made by the Manager for and on behalf of the Acquirer on May 03, 2023, to express its intention to undertake the Delisting Proposal, in accordance with applicable law and consequently made an offer to voluntarily delist the Equity Shares of the Company from BSE in accordance with the Delisting Regulations and the Exemption Letters. m) Upon receipt of the IPA, the Company made an intimation to the Stock Exchange on May 17, 2023, that a meeting of the Board is to be held on May 22, 2023. Thereafter, the Board meeting was postponed to May 24, 2023, wherein the proposal of Delisting offer was considered and approved. n) The Company appointed CS Amit Gupta, Practicing Company Secretary, a Peer-Reviewed Company Secretary in terms of Regulation 10(2) of the Delisting Regulations to carry out the due diligence and issue of reconciliation of share capital report. o) As per the conditions mentioned in the Exemption Letters and in accordance with Regulation 20 of Delisting Regulations read with Regulations 8 of Securities & Exchange Board of India (Substantial Acquisition of Shares &Takeovers) Regulation, 2011, for computing the Fair Value of the Company the floor price had been computed at INR 31.78/- per share. Thereafter, the CMD on behalf of the Acquirer applied with the Ministry of Heavy Industries, p) Government of India, New Delhi for approval of floor price for the proposed voluntary delisting and the Ministry vide their letter dated February 09, 2023, granted approval for the floor price to be INR 31.78/- per share. q) The Board of Directors of the Company, in their meeting held on May 24, 2023, inter-alia took on record the following: i. Various exemptions granted by SEBI vide their exemption letters. ii. The Due Diligence report dated May 24, 2023, submitted by the Peer Reviewed Company Secretary; and iii. After consideration of the various factors and advantages of delisting, the Board has granted their approval under Regulation 10(4) of the Delisting Regulations and recommended the proposal to voluntarily delist the equity shares of the Company from the Stock Exchange for approval of the shareholders of the Company through postal ballot. The Board confirmed that:

I. The Company is in compliance with the applicable provisions of securities laws except for Regulation 17(1), Regulation 31, Regulation 38, Regulation 107, Regulation 108, Regulation 6 of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. II. The Acquirer is in compliance with Regulation 4(5) of the Delisting Regulations; and III. The proposed delisting is in the interest of the shareholders of the Company. r) The Company had dispatched the notice of postal ballot to the shareholders of the Company for seeking their approval through postal ballot and e-voting on June 05, 2023. s) On July 07, 2023, the postal ballot results were announced. Further, BSE had issued their in-principle approval to the Delisting Offer vide its letter dated October 30, 2023, in accordance with Regulation 12 of the Delisting Regulations. t) The Acquirer shall be sending a letter of offer in due course of time, towards the proposed voluntary delisting of equity shares of the Company and the Company shall take necessary next steps to complete the process in accordance with the applicable provisions of law. u) The SEBI vide exemption letter no. SEBI/HO/CFD/DCR3/P/OW/2021/26908/1 dated October 04, 2021 read with SEBI/HO/CFD/DCR3/P/OW/2023/2508/1 dated January 18, 2023 and SEBI/HO/CFD/RAC/DCR2/P/OW/2023/1786/1 dated May 02, 2023 granted various Exemptions for the proposed delisting. The details of the exemptions granted vide these letters are as follows: i. Exemption from the provisions of Regulation 12(4)(d) of Delisting Regulations, mandating for Compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"). The various provisions of LODR Regulations from which exemptions have been obtained from SEBI are enumerated below: I. Regulation 17 (1) of LODR Regulations, 2015 requiring that at least half of the board of directors of the company shall comprise of independent directors. II. Regulation 31 of LODR Regulations, 2015 requiring the company to ensure that a hundred percent of the shareholding of the promoter(s) and promoter group is in dematerialized form and the same is maintained on a continuous basis in the manner as specified by SEBI. III. Regulation 38 of LODR Regulations, 2015 read with Rule 19(2) and Rule 19A of Securities Contracts (Regulations) Rules, 1957 requiring the company to comply with the Minimum Public Shareholding requirements in the manner as specified by SEBI from time to time. IV. Regulation 107 and 108 of LODR Regulations, 2015 on listing of securities on Stock Exchanges. V. Regulation 6 of LODR Regulations, 2015 requiring the company to appoint a qualified company secretary as the compliance officer. ii. Further, relaxation was sought from the eligibility criteria for small companies as specified under Regulation 35(1) of the Delisting Regulations as the net worth of the Company as of March 31, 20221 was INR 50.24 Lakhs which met the criteria however the paid-up share capital was INR 87.27 Crore which exceeded the limit as specified under Regulation 35(1) of the Delisting Regulations. iii. Exemption under Regulation 42 of Delisting Regulations w.r.t the extension of timeline to December 31, 2023, for completing the process of Voluntary Delisting. iv. Exemption from seeking indicative price from the public shareholders and consent of Public Shareholders holding 90% or more of the Public Shareholding, subject to the following conditions: I. The Acquirer shall appoint a Manager to the offer and decide an exit price after consultation. The exit price offered to the public shareholders shall not be less than the floor price determined in terms of clause (e) of sub-regulation (2) of regulation 8 of the Takeover Regulations. II. The Acquirer writes individually to all the public shareholders of the company informing them of its intention to get the equity shares delisted, the exit price together with the justification therefor and seeking their consent for the proposal for delisting. III. The communication made to the public shareholders shall contain justification for the offer price with particular reference to the applicable parameters and specifically mention that consent for the proposal would include consent for dispensing with the exit price discovery through the reverse book-building method. IV. Pursuant to the delisting of its equity shares, the promoters shall continue to accept shares tendered by any remaining public shareholder holding such equity shares, for up to a period of 2 years from the date of delisting, at the same price at which the earlier acceptance of shares was made. V. The Manager to the offer, in coordination with the acquirer, shall ensure that the rights of the remaining public shareholders are protected and, in furtherance of the same shall:

1. Publish, on a quarterly basis, an advertisement in the same newspapers in which the public announcement of the offer for delisting of equity shares was published, inviting the remaining public shareholders to avail the exit opportunity during the two-year exit window after delisting of shares.

2. Send follow-up communications to the remaining public shareholders on a quarterly basis; and

3. File a quarterly progress report to the stock exchange(s), which shall be disseminated to the public thereafter by the stock exchange(s), disclosing the following: a. Number of remaining public shareholders at the beginning and end of the quarter; and b. Details of public shareholders who availed of the exit opportunity during the quarter.

13. Management Discussion and Analysis:

The Company has ceased to be a going concern and necessary steps as per the letter no. F. No. 3(1)/2020-PE-VI dated 28.01.2021 from MHI, are being implemented. The Company is following the steps as confirmed in the letter and the process of closure is going on.

A. MISSION, VISION & OBJECTIVE

VISION SIL Vision was to grow as an organization in the field of automobiles with greater emphasis on E- Mobility. MISSION SIL Mission was to strengthen SIL presence in E-Mobility by foraying into Electric Vehicle market and thus to provide cleaner mobility solutions for future generations.

OBJECTIVE

• Design, Development and Commercialization of two variants of Electric 3-Wheeler/ one variant of BS-VI 3-Wheeler.

• Design, Development and Commercialization of two more variants of Electric 3-Wheeler/BS-VI 3-Wheeler.

• Consolidation of E-Mobility business and BS-VI 3-Wheelers to make SIL a force of domination in 3-Wheeler Industry.

• Creating Niche markets in Electric Vehicle Market.

However, as the GOI vide letter No.3 (1) 2020-PE-VI dated 28th January 2021 has ordered for closure of SIL therefore the afore-mentioned Mission, vision & objectives no longer are being pursued.

B. MARKET SCENARIO-SEGMENT /PRODUCT WISE PERFORMANCE

The Company ceased to be a segment player in this market and during the period under review there were no production of three wheelers in the Company.

C. FUTURE OUTLOOK:

As the Department of Heavy Industries in the letter No.3 (1) 2020-PE-VI dated 28^th January 2021 has ordered for closure of SIL therefore the Future Outlook of the Company is to comply with steps defined under said order.

D. STRATEGIC ROAD MAP:

As the Department of Heavy Industries in the letter No.3 (1) 2020-PE-VI dated 28^th January 2021 has ordered for closure of SIL therefore the Company ceased to be a segment player in this market. Therefore, there is no strategic Road Map.

E. ADEQUACY OF INTERNAL CONTROL:

The Company has proper and adequate system of internal controls to ensure that all activities are monitored and controlled against any unauthorized use of disposal of assets, and that the transactions are authorized, recorded and reported correctly. The Company ensures adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines. The Company has in place adequate internal financial controls with reference to financial statements. The Statutory Auditors of the Company tested such controls and no reportable material weakness in the design or operation was observed.

F. OPERATIONAL REVIEW vs FINANCIAL REVIEW

During the year under report the operation of the Company remained suspended in terms of the letter no. F. No. 3(1)/2020-PE-VI dated 28.01.2021 and has initiated the process of closure of SIL.

G. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT AND NUMBER OF PEOPLE EMPLOYED:

The manpower strength of the Company as on 31^st March 2023 was NIL. In terms of the communication vide letter no. F. No. 3(1)/2020-PE-VI dated 28.01.2021 from MHI, the operations of the Company had been stopped and process for closure of

SIL has been initiated. In terms of the said communication all regular employees had been released and from 29.04.2021, the regular strength of the Company is NIL.

H. SIGNIFICANT CHANGES IN FINANCIAL RATIOS

[Pursuant to Schedule V(B) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Key Financial Ratios for the financial year ended 31st March, 2023 along with details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, and the detailed explanations, are provided below:

Financial Ratio Standalone Change			Reason for such change
	2021-22	2022-23
Operation Profit Margin	-1016.57	0.00	Due to closure of operations and payment of outstanding dues.
Net Profit Margin	-972.32	7.80	Due to closure of operations and sales proceed from auction of

I. Status before BIFR

On 18th February, 2010, BIFR has declared the Company as sick industrial company in terms of the provisions of section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) on reference being made after full erosion of the Net- worth of the Company, as per annual accounts for the year ended at 31^st March, 2009. BIFR approved the miscellaneous application filed by the Company for seeking necessary permission/ appropriate directions for reliefs & concessions enabling issue of shares, restructuring of balance sheet and for release of funds for capital expenditure and working capital in line with the cabinet decision for revival of SIL. The Draft Rehabilitation Scheme (DRS) was submitted by the Operating Agency (SBI) for submission with BIFR. BIFR in its hearing dated15.09.2015 directed that SIL ceases to be a sick industrial company, within the meaning of Section 3(1)(o) of the SICA as its net worth has turned positive and It is, therefore, discharged from the purview of SICA/BIFR.

13. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(3)(c) and 134(5) of the Companies Act, 2013 your Directors to the best of their knowledge confirm that:

a) in preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that there are no material departures in adoption of these standards.;

b) they 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 ended on March 31, 2023 and of the losses of the Company for year ended on that date; c) they have taken proper and sufficient care, to the best of their knowledge and ability, 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) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively to the best of their knowledge and ability; and f) 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.

14. DIRECTORS, KEY MANAGERIAL PERSONNEL, APPOINTED AND RESIGNED:

Government of India, Ministry of Heavy Industries has vide its Order No. F.No.:3(23)/2012-PE-VI- (Part II), Dated 23^rd April, 2021, appointed Mr. Rupesh Telang, GM, BHEL, FSIP as Chairman & Managing Director of SIL on an additional charge basis w.e.f. April 25, 2021, for the period of One year. The Company has received an order for an extension of his term as CMD till April 24, 2023. Accordingly on competition of tenure of Mr. Rupesh Telang with effect from April 24, 2023, Mr. Amit Shrivastav, GM, BHEL, FSIP has been appointed as a Chairman & Managing Director on an additional charge basis with effect from April 25, 2023, on the Board of SIL for a period of one year or till further orders, whichever is earlier, in terms of letter No. Letter No. F. No.3(23)/2012-PE-VI (Vol III)/CPSE I, dated 21.04.2023 issued by Govt. of India, Ministry of Heavy Industries, New Delhi. Government of India, Ministry of Heavy Industries has vide its Letter No. F. No.3(4)/2018-PE-VI dated 27.08.2020, appointed during the year Shri Mukesh Kumar as Director Finance (Additional Charge) of Scooters India Limited, Shri Mukesh Kumar has completed his tenure with effect from August 29, 2022. Mr. Rama Kant Singh, Director, MHI was appointed as a part-time official director on the Board of Scooters India Limited in place of Mrs. Ritu Pande, Ex-Director, MHI as per Govt. of India, Ministry of Heavy Industries & Public Enterprises, Department of Heavy Industry, New Delhi vide letter No. F. No.2- 03/2/2017-PE-VI, Dtd.10.11.2020. Mr. Arun Kumar Diwan, Joint Director, Ministry of Heavy Industries (MHI) and Mrs. Sushma Batra, Deputy Director, MHI were appointed as a Part-time official Director in place of Mr. Rama Kant Singh, Director, MHI with effect from May 18, 2023 on the Board of SIL until further orders, in terms of letter No. F. No.2-03/3/2017-PE-VI, dated May 18, 2023, issued by the Government of India, Ministry of Heavy Industries, New Delhi. Government of India, Ministry of Heavy Industries & Public Enterprises, Department of Heavy Industry has vide its order No. 3(20)/2013-PE-VI dated 28.01.2020, appointed Shri Mahendra Pratap Singh and Smt Rakesh Sharma as Independent Directors for a period of three years and both of them had completed their tenure as a Non-Executive Independent Director on January 27, 2023. At present the Company has only one Non-Executive Independent Director, who was appointed with effect from November 02, 2021, by MHI vide letter No. 3(20)/2013-PE-VI dated November 02, 2021.

In accordance with the provisions of Section 152 of the Act read with the Articles of Association of the Company, Mr. Amit Shrivastav, CMD will retire by rotation at the ensuing AGM and being eligible, offer himself for reappointment. The Board has recommended his reappointment. The Board commends for his re-appointment.

The Board of Directors of the Company are appointed by the Government of India as per guidelines issued by the Department of Public Enterprises (DPE), Government of India from time to time. The remuneration of Managing Director/Whole time Director is fixed as per grade and other terms and conditions issued by the DPE. The Government Directors on the Board of the Company draw their remuneration from Government of India and not from the Company. The independent directors if any, are paid the sitting fee only (within the limits prescribed under the Companies Act), as per Articles of Association, besides reimbursement of the expenses to attend the meeting. No other remuneration is paid to the independent directors.

During the year under report CS Samarth Dave who was appointed as a Company Secretary & Compliance Officer of the Company with effect from July 20, 2021, ceased with effect from April 01, 2022. CS Prakhar Surveyal worked as a Company Secretary & Compliance Officer for a short duration from August 12, 2022, to

August 30, 2022. CS Ravi Prakash Tiwari, joined as a Company Secretary and Compliance Officer with effect from December 29, 2022, however as ceased with effect from July 12, 2023. Mr. Raj Shekhar Tiwari, continues as a Chief financial officer of the Company.

As regards, the appointment and remuneration of Key Managerial Personnel and other employees, the appointment of all employees below board level is made as per Recruitment & Promotion Rules of the Company and remuneration is paid to them as per DPE guidelines.

The Nomination & Remuneration Committee (NRC) has been constituted. As appointments of Directors are made by the Government of India, accordingly, evaluation of Directors are done by the Government of India. It may also be noted that Ministry of Corporate Affairs vide notification dated 5th June 2015 has exempted Government Companies from the provisions of section 178(2), (3) and(4) which requires formulation of criteria for determining qualifications, positive attributes, independence and annual evaluation of Directors & Policy relating to remuneration of Directors. Similar exemption is anticipated from SEBI under SEBI LODR. The other matters relating to remuneration, if any, are placed to Nomination and Remuneration Committee.

15. NUMBER OF MEETINGS OF THE BOARD

The Board met 13 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Listing Agreement Regulations.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgoing accordance with the Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is provided at ANNEXURE-1, 1-A and1-B to this report.

17. PARTICULARS OF EMPLOYEES:

Information under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 be treated as NIL as none of the employee of the company is getting salary more than the prescribed limit.

18. INDUSTRIAL RELATION:-

During the period under review, the industrial relations have been by and large satisfactory, however non-regular employee [ATTs/Cont. (JT)] has been protesting hard for safeguarding their services in closure activity for while Ministry had already provided in principle approval.

21. HUMAN RESOURCE DEVELOPMENT:

Due to Notice issued by Department of Heavy Industries (MHI) through Letter No.:3(1)/2020-PE-VI on Dated 28/01/2021, all operation of the company has been permanently shut down and as per the instruction stated in the said letter, in accordance to the said notice all employees/ officers of the company has been released during the year 2020-21.

22. REPRESENTATIVE FOR SCHEDULED CASTES & SCHEDULE TRIBE:

The Company operations are closed therefore there are no employees. As on 31.03.2023 the total strength of the company is NIL.

23. INDEPENDENT DIRECTORS DECLARATION

Two Independent Directors Smt Rakesh Sharma and Shri M.P. Singh on the Board of the Company ceased w.e.f. 28.01.2023 on competition of tenure. As per the requirement of section 149(7), the Company has received a declaration from Independent Director that he meets the criteria of independence as laid down under section 149(6) read with rule 5 of the Companies (Appointment and Qualification of Directors) Rule, 2014 and Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015, (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and (c) they have registered their names in the Independent Directors Databank. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company. The Independent Directors meeting was held on financial year 2022-23. The Meeting was conducted without the presence of the Chairman, Executive Directors and any other Managerial Personnel.

24. DISCLOSURE ON REAPPOINTMENT OF INDEPENDENT DIRECTORS:

During the year 2022-23 no Independent Directors was appointed on the Board of SIL and no re-appointment has been made during the year under report. The Independent Directors on the Board of the Company are appointed by the Administrative Ministry. Hence, disclosure pertaining to reappointment of independent directors does not apply.

25. COMPANYS POLICY ON DIRECTORS APPOINTMENT &REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, ATTRIBUTES, INDEPENDENCE ETC.:

The Board of Directors of the Company are appointed by the Government of India as per guidelines issued by the Department of Public Enterprises (DPE), Government of India from time to time. The remuneration of Managing Director/Whole time Director is fixed as per grade and other terms and conditions issued by the DPE. The Government Directors on the Board of the Company draw their remuneration from Government of India and not from the Company. The independent directors, if any, are paid the sitting fee only (within the limits prescribed under the Companies Act), as per Articles of Association, besides reimbursement of the expenses to attend the meeting. No other remuneration is paid to the independent directors. As regards, the appointment and remuneration of Key Managerial Personnel and other employees, the appointment of all employees below board level is made as per Recruitment & Promotion Rules of the Company and remuneration is paid to them as per DPE guidelines.

The Nomination & Remuneration Committee (NRC) has been constituted. As appointments of Directors are made by the Government of India, accordingly, evaluation of Directors are done by the Government of India. It may also be noted that Ministry of Corporate Affairs vide notification dated 5th June 2015 has exempted Government Companies from the provisions of section 178(2), (3) and (4) which requires formulation of criteria for determining qualifications, positive attributes, independence and annual evaluation of Directors & Policy relating to remuneration of Directors. Similar exemption is anticipated from SEBI under SEBI LODR. The other matters relating to remuneration, if any, are placed to Nomination and Remuneration Committee.

26. ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEE AND DIRECTORS

In terms of the decision of GOI vide letter no. F. No. 3(1)/2020-PE-VI dated 28.01.2021 regarding closure, the provisions regarding MOU negotiations regarding the targets for next year and evaluation thereof are not applicable to the Company.

27. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS AND THEIR APPOINTMENT

Being a Government Company, the Non-Executive Directors are drawn from amongst pool of eminent persons with experience in business/finance/law/public administration and enterprises. The Board Diversity Policy of your Company requires the Board to have balance of skills, experience and diversity of perspectives appropriate to the Company. The skills, expertise and competencies of the Directors as identified by the Board, are provided in the Report on Corporate Governance forming part of the Report and Accounts. The Articles of Association of your Company provide that the strength of the Board shall not be fewer than three nor more than fifteen. Directors are appointed/re-appointed with the approval of the Members for a period of three to five years or a shorter duration, in accordance with retirement guidelines and as may be determined by the Board from time to time. All Directors, other than Independent Directors and Managing Director are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

28. BOARD EVALUATION

In keeping with SILs belief that it is the collective effectiveness of the Board that impacts the Companys performance, the primary evaluation platform is that of the collective performance of the Board as a whole. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Regulations 2015 read with the Companys Governance Policy. The parameters for Board performance evaluation have been derived from the Boards core role of trusteeship to protect and enhance shareholder value as well as to fulfil the expectations of other stakeholders through strategic supervision of the Company. Evaluation of the functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realizing its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals. The evaluation of individual Directors was carried out against the laid down parameters, anonymously in order to ensure objectivity. A 45 meeting of Independent Directors was held in the financial year 2022-23 to review the performance of the independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the Listing Regulations 2015.

29. GOING CONCERN STATUS

In terms of the communication vide letter no. F. No. 3(1)/2020-PE-VI dated 28.01.2021 from MHI, the operations of the Company had been stopped and process for closure of SIL has been initiated and the Company has ceased to be a going concern and necessary steps as per the said communications are being implemented. Further, in compliance of the said notice most of the assets of the company has been auctioned during the year.

30.

MANAGING DIRECTOR RECEIVING COMMISSION OR REMUNERATIONFROM HOLDING OR SUBSIDIARY COMPANY:

The Company has no holding or subsidiary company, hence not applicable.

31. ADEQUACY OF INTERNAL CONTROL:

The Company has proper and adequate system of internal controls to ensure thatall activities are monitored and controlled against any unauthorized use of disposal of assets, and that the transactions are authorized, recorded and reported correctly. The Company ensures adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines. The Company has in place adequate internal financial controls with reference to financial statements. The

Statutory Auditors of the Company tested such controls and no reportable material weakness in the design or operation was observed.

(i) Reporting of Fraud

There was no instance of fraud during the year under review, which require the Statutory Auditor to report to the Audit Committee / and or Board under section 143(12) of the Act and rules made thereunder.

32. FIXED DEPOSITS

The Company has not accepted any deposits under the provisions of the Companies Act, 2013 during the year.

33. AUDITORSREPORT

M/s S Srivastava and Company, Chartered Accountants were appointed as Statutory Auditor of the Company by Comptroller & Auditor General of India for the financial year 2022-23. M/s Asija & Associates LLP were Statutory Auditor of the Company by Comptroller & Auditor General of India for the financial year 2021-22. The Statutory Auditors Report on the accounts of the Company for the financial year ended 31^st March, 2023 are enclosed at ANNEXURE-2. The Accounts of the Company were submitted to the Comptroller and Auditor General of India for their report under section 143(5) of the Companies Act, 2013 and their report is appended as ANNEXURE-3. The management replies to the comments made by Auditors are placed at

Annexure - 3A.

34. STATUTORY AUDITOR

Comptroller and Auditor General of India has appointed M/s S Srivastava and Company, Chartered Accountants as statutory Auditor of the Company for the year 2022-23.

35. CORPORATE GOVERNANCE:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report. A Certificate from M/s Amit Gupta & Associates, Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under regulation 34(3) of the SEBI Listing regulations, 2015 along with the report on Corporate Governance is attached as Annexure - 4 & 4A to this report.

36. SECRETARIAL AUDITOR:

M/s Amit Gupta & Associates, Practicing Company Secretaries were appointed as secretarial auditors of the Company for the year 2022-23 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The secretarial audit report in Form MR-3 for FY 2022-23 forms part of the Directors Report and is placed at ANNEXURE-5. Regarding comments/qualifications in the said report, it is submitted that the Company has taken up matter regarding appointment of Independent Directors/women Director with MHI and with the said appointments the Board has became duly constituted in accordance with the provisions of the Companies Act, 2013 & Listing agreement-Regulations and necessary compliances regarding constitution of various Committees viz. Audit Committee, Nomination & Remuneration Committee etc. has also be made. Further the Company is in process of filing of necessary returns with the Registrar of Companies, Kanpur.

37. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed.

38. SIGNIFICANT AND MATERIAL ORDERS

In terms of the communication vide letter no. F. No. 3(1)/2020-PE-VI dated 28.01.2021 from MHI, the operations of the Company had been stopped and process for closure of SIL has been initiated and the Company has ceased to be a going concern and necessary steps as per the said communications are being implemented. There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

39. AUDIT COMMITTEE AND VIGIL MECHANISM

In view of appointment of Independent Directors by GOI, the Company is having Audit Committee pursuant to requirement of section 177(1) of Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation18 of the SEBI Listing Regulations, 2015 & erstwhile clause 49 of Listing Agreement.

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement, may be accessed on the Companys website at the link: http://www.scootersindialimited.com. The policy includes appointment of a Whistle Officer who will look into the matter, conduct detailed investigation and take appropriate disciplinary action. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Whistle Blower Officer. During the year under review, no employee was denied access to Whistle Blower Officer.

40. WEB-LINK OF ANNUAL RETURN:

The Annual Return of your Company is available on its corporate website at https://www.scootersindialimited.com/.

41. RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION AND OTHER DISCLOSURES

During the year, no remuneration to the Chairman & Managing Director median employees has been paid by the Company. (ANNEXURE-8).

42. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the requirement of section 186(4) of Companies Act, 2013, particulars of loans given, investments made, guarantees given or securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements on page number 71. The Company is in compliance with the limits as prescribed under Section 186 of Companies Act, 2013 read with rule 11 of the Companies (Meeting of Board and its Powers) Rules, 2014.

43. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 as required under section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014,, are presented in Annexure-9 to the Directors Report in Form AOC 2. The Board has adopted a Policy for dealing with Related Party Transaction. The Policy as approved by the Board may be viewed on the Company website at the weblink:www.scootersindialimited.com.

44. RISK MANAGEMENT:

SIL aims to have a formalized and systematic approach for managing risks across the Company. It encourages knowledge and experience sharing in order to increase transparency on the key risks to the Company to the extent possible. This approach increases risk awareness, and ensures proper management of risks as part of the daily management activities.

The policy on Risk Management may be accessed on the Companys website at the link: https://www.scootersindialimited.com. The objective of the Companys risk management process is to support a structured and consistent approach to identify, prioritize, manage, monitor and report on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company has introduced several initiatives for risk management including the introduction of audit functions and processes to identify and create awareness of risks, optimal risk mitigation and efficient management of internal control and assurance activities.

45. LISTING:

The Company is listed at BSE Limited and has connectivity from both National Securities Depository Limited (NSDL) & Central Depository Services Limited (CDSL). Delhi Stock Exchange Limited, Delhi has been de-recognized by SEBI vide its order dated November 19, 2014.The Company has paid due listing fees with the stock exchange.

46. CORPORATE SOCIAL RESPONSIBILITY:

SIL strongly believes in concept of sustainable development and is committed to operate and grow its operations in a socially and environmentally responsible way. As per the Companies Act, 2013, all companies with a net worth of Rs. 500 crore or more, or turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) committee of the Board of Directors comprising of three or more directors, at least one of whom should be an independent director and such company shall spend at least 2%of the average net profits of the companys immediately preceding three financial years on CSR activities. In view of losses the Company has ceased to fall in the requirement of doing CSR.

47. VIGILANCE CASES:

Pursuant to ACC approval vide DoPTs O.M No. 66/1/2018-E-OMM(CVO) dated 11th October, 2019, Shri Ashok Maheshwari, Chief Vigilance Officer (CVO), Rajasthan Electronics & Instruments Ltd.(REIL) Jaipur was appointed to hold the additional charge of the post of Chief Vigilance Officer (CVO), Scooters India Limited, Lucknow in addition to his existing duties and responsibilities beyond 13.09.2019 till the expiry of his tenure i.e. upto 30.04.2020 or till the appointment of regular CVO in SIL or till further orders, whichever is earlier. After expiry of the said tenure no CVO has been appointed for Scooters India Limited. Accordingly, no report of CVO regarding the vigilance cases in pursuance of Order No. F.No.26(1)/2016PE-VI dated January 24, 2018 issued by Ministry of Heavy Industries, has been received for the year under report.

RIGHT TO INFORMATION CASES:

In pursuance of Order No.F.No.26(1)/2016PE-VI dated January 24, 2018, issued by Ministry of Ministry of Heavy Industries & Public Enterprises; Department of Heavy Industries Committee recommends including RTI matters during the year. The Report is as follows:

RTI CASES STATUS FOR FY 2022-23
	Application Received in FY 2022-23	No. of cases transferred to other Public Authorities	Decisions where request/ appeals rejected*	Decisions where request/ appeals accepted	Cases Disposed off in FY 2022-23	Cases Pending
Requests	2	2	-	-	2	0
First Appeal	-	-	-	-	-	-
Second Appeal	-	-	-	-	-	-

48.

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

The Companys has always had a very strict policy on the sexual harassment issues and has zero tolerance in this matter. Ensuring a safe environment for its women employees is a major priority for the Company and its management. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.It has formed an Internal Compliant Committee (ICC) to deal with all the matters or matters incidental thereof. In your Companys legacy of more than 40 years, no instance of sexual harassment has ever been reported by any employee. During the year 2022-23 also, the Company has not received any complaints of sexual harassment.

49. SHIFTING OF THE REGISTERED OFFICE OF THE COMPANY

Effective from January 01, 2023, the registered office of the Company has been shifted from Lucknow-Kanpur Road (16th Mile Stone), Sarojini Nagar, Lucknow-226008 to 3/481, 1st Floor, Vikalp Khand, Gomti Nagar, Lucknow - 226 010, Uttar Pradesh, India.

50. GENERAL

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

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

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

? Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employees Stock Options Plan.

? The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

? Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

? No fraud has been reported by the Auditors to the Audit Committee or the Board.

? There are no details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year, as no such proceedings initiated or pending.

? The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, are not required, as there was no instance of onetime settlement with any Bank or Financial Institution.

53. ACKNOWLEDGEMENT:

The Board of Directors would like to express their grateful appreciation for the sincere support and co-operation extended by its Bankers, Financial Institutions, Dealers and Suppliers. The Directors would also like to express their sincere thanks for the co- operation and advice received from Govt. of India, particularly, Ministry of Heavy Industry, BSE, SEBI, the State Govt. and the local authorities for their continued support, co-operation and guidance.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of employees and are deeply grateful to the shareholders for reposing the confidence and faith in us.

By the order of Board of Directors

Sd/-

Amit Shrivastav

DIN: 10141867

Chairman & Managing Director

Scooters India Limited,

Lucknow

 

Place :Lucknow

Date : 09.11.2023