CONCORDE MOTORS (INDIA) LIMITED...used-car division at Maruti Suzuki India Limited (MSIL), joined...

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ANNUAL REPORT 2016-17 A SUBSIDIARY OF MOTORS LIMITED CONCORDE MOTORS (INDIA) LIMITED

Transcript of CONCORDE MOTORS (INDIA) LIMITED...used-car division at Maruti Suzuki India Limited (MSIL), joined...

Page 1: CONCORDE MOTORS (INDIA) LIMITED...used-car division at Maruti Suzuki India Limited (MSIL), joined Tata Motors Limited as Vice President – Sales & Network in October 2015. Mr Barman

ANNUAL REPORT 2016-17

A SUBSIDIARY OF MOTORS LIMITED

CONCORDE MOTORS (INDIA) LIMITED

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Contents

Corporate Information 1

Notice 2

Board’s Report 7

Independent Auditors’ Report 36

Balance Sheet 45

Statement of Profit and Loss 46

Cash Flow Statement 47

Statement of Changes in Equity 48

Notes forming part of the financial statements 49

Proxy Form & Attendance Slip 79-80

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BOARD OF DIRECTORS

MR MAYANK PAREEK (NON-EXECUTIVE CHAIRMAN)

MR HOSHANG SETHNA (NON-EXECUTIVE DIRECTOR)

MR ROHIT SURI (NON-EXECUTIVE DIRECTOR)

MR VIJAY SOMAIYA (NON-EXECUTIVE DIRECTOR)

MS DELNA AVARI (NON-EXECUTIVE DIRECTOR UPTO APRIL 15, 2016)

MR VINESH KUMAR JAIRATH (INDEPENDENT DIRECTOR)

MR MOHINDER PAL BANSAL (INDEPENDENT DIRECTOR)

DR VAIJAYANTI PANDIT (INDEPENDENT DIRECTOR FROM MAY 1, 2016)

SENIOR MANAGEMENT

CHIEF EXECUTIVE OFFICER & MANAGER (UPTO FEBRUARY 15, 2017)

MR RANJIV KAPUR

CHIEF EXECUTIVE OFFICER & MANAGER (FROM FEBRUARY 15, 2017)

MR RISHI GOEL

CHIEF FINANCIAL OFFICER

MR JAWAHAR SETH

COMPANY SECRETARY

MS KAYNAZ SARBHANWALA

REGISTERED OFFICE ADDRESS CORPORATE OFFICE ADDRESS

3RD FLOOR, NANAVATI MAHALAYA, 18, HOMI MODY

STREET, HUTATMA CHOWK, MUMBAI 400 001

DAIRY CIRCLE, 9/8, DAIRY CIRCLE, HOSUR ROAD,

OPP. CHRIST COLLEGE, BANGALORE 560029

CIN: U24110MH1972PLC015561 WEBSITE: WWW.CONCORDEMOTORS.COM

BUSINESS UNIT PRESENCE

BANGALORE

CHENNAI

COCHIN

DELHI

HYDERABAD

MUMBAI

PUNE

AUDITORS

STATUTORY AUDITOR:

DELOITTE HASKINS & SELLS

SECRETARIAL AUDITOR:

M/S. PARIKH & ASSOCIATES

For further information, kindly visit the website of the Company - www.concordemotors.com

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NOTICE NOTICE IS HEREBY GIVEN THAT THE 46TH ANNUAL GENERAL MEETING OF THE MEMBERS OF CONCORDE MOTORS (INDIA) LIMITED will be held on Tuesday, September 26, 2017 from 2:00 p.m. to 2:30 p.m. at the Registered office of the Company, 3rd Floor, Conference Room, of Nanavati Mahalya, 18, Homi Mody Street, Mumbai 400 001, to transact the following business: Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2017, together with the Board’s Report and the Auditors’ Report thereon.

2. To appoint a Director in place of Mr Rohit Suri (DIN: 03394169), who retires by rotation and being eligible, offers himself for re-appointment.

3. Appointment of B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the

Company

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 139, 142, 143 and such other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, B S R and Co. LLP, Chartered Accountants (Firm’s Registration No.: 101248W/W-100022), be and is hereby appointed as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting (“AGM”) till the conclusion of Fifty-First AGM of the Company to be held in the year 2022 (subject to ratification of their appointment by Members at every AGM thereunto, if so required under the Act), at such remuneration, as may be mutually agreed upon between the Board of Directors of the Company and the Auditors.”

Special Business: 4. Appointment of Mr Sibendra Nath Barman (DIN: 7605227) as Director of the Company

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: -

“RESOLVED THAT Mr Sibendra Nath Barman (DIN:7605227) appointed as an Additional Director of the Company by the Board of Directors with effect from September 20, 2016 and who holds office upto the date of this Annual General Meeting under Section 161 of the Companies Act, 2013 (“the Act”) and Articles of Association of the Company, but who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby, appointed as a Director of the Company.”

NOTES:

a. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), in respect of the business under Item No. 4 set out above, is given as an annexure to the Notice.

b. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. The instrument appointing Proxy as per the format included in the Annual Report should be returned to the Registered Office of the Company not less than FORTY-EIGHT HOURS before the time for holding the Meeting.

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A person can act as a proxy on behalf of Members (not exceeding 50 Members) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A Member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or a Member.

c. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send to the Company, a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

d. A route map showing directions to reach the venue of the Meeting forms part of the Notice.

e. Relevant documents referred to in the Notice and the accompanying Statement are open for inspection by the Members at the Registered Office of the Company on all working days, except Saturdays, during business hours up to the date of the Meeting.

By Order of the Board of Directors

Kaynaz Sarbhanwala Company Secretary ACS No.: A34947

Mumbai, May 31, 2017 Registered Office: 3rd Floor, Nanavati Mahalaya, 18, Homi Mody Street, Hutatma Chowk, Mumbai 400 001 Tel: 6667 8200/01/02/03 Fax: 2553 7240 Website: www.concrodemotors.com CIN: U24110MH1972PLC15561

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EXPLANATORY STATEMENT The following Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 (“the Act”), sets out all material facts relating to the business mentioned at Item No. 4 of the accompanying Notice dated May 31, 2017. As additional information, the Explanatory Statement also contains material facts pertaining to ordinary business mentioned at Item No. 3 of the said Notice. Item No: 3

This explanatory statement is provided, though statutorily not required as per Section 102 of the Act. Deloitte Haskins & Sells, Chartered Accountants, Mumbai (ICAI Firm Registration No. 008072S), had been the Auditors of the Company since FY2007-08 and at the Forty-Third Annual General Meeting (“AGM”) held on July 25, 2014 the Company appointed DHS as the Auditors of the Company to hold office from the conclusion of the Forty-Third AGM till the conclusion of the Forty-Sixth AGM of the Company to be held in the year 2017, subject to the ratification of their appointment at every AGM by the Members. As per the provision of Section 139(2) of the Companies Act, 2013 (“the Act”) read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014 (“Rules”), no company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided the Companies a period of three years from the date of commencement of the Act i.e. April 1, 2014 to comply with this requirement. In view of the above, it is proposed to appoint B S R & Co. LLP, Chartered Accountants, (Firm Registration No.101248W/W- 100022) (“BSR”), as the Auditors of the Company for a period of five years commencing from the conclusion of the Forty-Sixth AGM till the conclusion of the Fifty-First AGM to be held in the year 2022, subject to ratification of their appointment by Members at each AGM thereunto, to be held after the Forty-Sixth AGM, if so required under the Act. As per the requirement of the Act, BSR have confirmed that the appointment if made would be within the limits specified under Section 141(3)(g) of the Act and they are not disqualified to be appointed as Auditor in terms of the provisions of Section 139 and 141 of the Act and the Rules. In view of the above and pursuant to the Rule 3 of the Companies (Audit and Auditors) Rules, 2014, BSR being eligible to act as Auditors of the Company and based on the recommendation of the Audit Committee at its Meeting held on May 16, 2017, the Board recommends the Resolution set forth at Item No. 3 for approval by the Members. None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested, in the Resolution at Item No. 3 of the Notice. Item No: 4 In pursuance of Section 161 of the Act, the Articles of Association of the Company and based on the recommendations of the Nominations and Remuneration Committee, the Board of Directors appointed Mr Sibendra Barman as an Additional Director of the Company with effect from September 20, 2016 to hold office in a non-executive capacity upto the date of the ensuing Annual General Meeting of the Company. The Company has received a Notice under Section 160 of the Act from a Member proposing the candidature of Dr Barman for appointment as a Director of the Company. Mr Barman has consented to act as a Director of the Company and is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

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As on date of this Notice, he neither holds by himself or for any other person on a beneficiary basis, any shares in the Company. Having regard to Mr Barman’s qualification, experience and knowledge, his appointment as a Director will be in the best interest of the Company. The resolution seeks the approval of the Members for the appointment of Mr Barman as a Non-Executive Director of the Company. A brief profile on Mr Barman, proposed to be appointed as a Director, is reproduced below:

Mr Sibendra Nath Barman, Vice President, commercial channel, institutional & rural sales and used-car division at Maruti Suzuki India Limited (MSIL), joined Tata Motors Limited as Vice President – Sales & Network in October 2015. Mr Barman is an alumnus of IIT, Chennai. He started his carrier as a Graduate Engineer Trainee with Bharat Heavy Plates and Vessels Limited (BHPV), which was a subsidiary of Bharat Heavy Electricals Limited. Having worked in Production Engineering and commercial functions for five years with BHPV, Mr Barman joined MSIL in April 1991, where he worked at various functions and levels at for almost 24 years. Mr Barman held several positions like Territory Sales Manager, Area Manager, Regional Manager, Department Manager, Commercial Business Head and Divisional Manager. Mr Barman has worked across a wide array of geographical locations in India, amassing vast experience and knowledge in the field of Marketing and Sales, Channel Management, Network Development and After-sales Services. He had turned around many key markets for MSIL and has all the personal attributes in forging strong relationship with channel partners. Mr Barman has worked as one of the core members in establishing MSILs Dealer Management Services in and around 1999-2000. He was also a key contributor in foraying into new business avenues like Pre-Owned Cars and Maruti Insurance Services segment. Mr Barman is known as an innovator and pioneer in identifying and catering to different market segments for MSIL, such as rural marketing initiative in 2002 and creation of the “Wheels of India” brand, to promote cars sales amongst all Government employees.

The Board commends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the Members. The above Director is interested in the Resolution mentioned at Item No. 4 of the Notice with regard to his appointment. Mr Barman is not related to any Director of the Company and besides him, none of the Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested in the Resolution mentioned at Item No. 4 of the accompanying Notice.

By Order of the Board of Directors

Kaynaz Sarbhanwala Company Secretary ACS No.: A34947

Mumbai, May 31, 2017 Registered Office: 3rd Floor, Nanavati Mahalaya, 18, Homi Mody Street, Hutatma Chowk, Mumbai 400 001 Tel: 6667 8200/01/02/03 Fax: 2553 7240 Website: www.concrodemotors.com CIN: U24110MH1972PLC1556

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Details of Director seeking appointment and re-appointment at the Annual General Meeting

[Pursuant to Secretarial Standards – 2 on General Meetings]

Particulars Mr Rohit Suri Mr Sibendra Barman

Director Identification Number (DIN)

03394169 07605227

Date of Birth (Age) March 2, 1964 (53 years) January 13, 1962 (55 years)

Date of Appointment January 24, 2011 September 20, 2016

Qualifications B.E.(Mechanical) MBA (Marketing & Finance)

B.E.(Mechanical) Indian Institute of Technology,

Chennai

Expertise in specific functional areas

Wide experience in administration, sales and

marketing.

Wide experience in engineering, sales and

marketing.

Directorships held in other companies

Jaguar Land Rover India Limited -

Memberships / Chairmanships

of statutory committees across companies

- -

No. of Shares held in the Company

Nil Nil

For other details, such as number of meetings of the Board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel in respect of the above directors please refer to the Board’s Report.

By Order of the Board of Directors

Kaynaz Sarbhanwala Company Secretary ACS No.: A34947

Mumbai, May 31, 2017 Registered Office: 3rd Floor, Nanavati Mahalaya, 18, Homi Mody Street, Hutatma Chowk, Mumbai 400 001 Tel: 6667 8200/01/02/03 Fax: 2553 7240 Website: www.concrodemotors.com CIN: U24110MH1972PLC1556

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BOARD’S REPORT

TO THE MEMBERS CONCORDE MOTORS (INDIA) LIMITED

On behalf of the Board of Directors, it is our pleasure to present the 46th Annual Report together with the Audited Financial Statements of Concorde Motors (India) Limited (“the Company”) for the financial year ended March 31, 2017.

FINANCIAL PERFORMANCE SUMMARY

The summarized standalone results of the Company are given in the table below: (₹ in Lacs)

FY 2016-17 FY 2015-16*

i Revenue from operations 1,12,652.10 90,965.49

ii Other Income 225.40 300.71

iii Total Income / Revenue 1,12,877.50 91,266.20

iv Less: Cost of Sales 97,992.88 77,052.78

v Gross Profit 14,884.62 14,213.42

vi Less: Overheads 14,880.57 14,340.48

vii Earnings before Interest, Depreciation and Tax (EBIDTA) 4.05 (127.06)

viii Interest 3,702.90 3,238.10

ix Depreciation 827.04 937.31

x Profit / (Loss) Before Tax (4,525.89) (4,302.47)

xi Provision for Tax ----

xii Profit / (Loss) After Tax (4,525.89) (4,302.47)

xiii Profit / (Loss) brought forward (Net of Adjustment) 1,436.36 5,738.83

xiv Profit available for Appropriation (3089.53) 1,436.36

APPROPRIATIONS

a Preference Dividend ---

b Equity Dividend ---

c Tax on Dividend ---

d General Reserve ---

e Profit / (Loss) carried forward to Balance Sheet (3089.53) 1,436.36

*previous year figures have been regrouped/rearranged wherever necessary.

DIVIDEND

In view of the losses and in accordance with a covenant as mentioned in one of the Company’s borrowings, the Board of Directors have not recommended any dividend for the year under review for equity shares (previous year – Nil) and 7% Cumulative Redeemable Preference Shares (previous year - Nil).

SUMMARY OF OPERATIONS

During the year, the Net Revenue from operations of your Company increased by 23.84%, from ₹909.65 crores to ₹1126.52 crores. For FY16-17, the Company’s Loss after Tax stood at ₹45.25 crores vis-à-vis loss of ₹43.02 crores in the previous year.

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TRANSFER TO RESERVES

The Company does not propose to carry any amount to the general reserve. INDUSTRY SCENARIO

During FY17-18 the industry sold 25.34 lac units registering a 5% growth in comparison to the previous year.

PRODUCTION The industry produced a total 25,316,044 vehicles including passenger vehicles, commercial vehicles, three wheelers, two wheelers and quadricycle in April-March 2017 as against 24,016,599 in April-March 2016, registering a growth of 5.41 percent over the same period last year

DOMESTIC SALES The sales of Passenger Vehicles grew by 9.23 percent in April-March 2017 over the same period last year. Within the Passenger Vehicles, Passenger Cars, Utility Vehicles and Vans grew by 3.85 percent, 29.91 percent and 2.37 percent respectively during April-March 2017 over the same period last year.

The overall Commercial Vehicles segment registered a growth of 4.16 percent in April-March 2017 as compared to the same period last year. Medium & Heavy Commercial Vehicles (M&HCVs) grew by 0.04 percent and Light Commercial Vehicles grew by 7.41 percent during April-March 2017 over the same period last year. BUSINESS REVIEW

For FY16-17 the Company set objectives on maximizing the efficiencies, focus on the basics of business, improving the profitability, human resource development, business development and expansion, cost rationalization and more importantly on the customer satisfaction

The Company’s retail figures grew by 16% over the previous year corresponding period and offtake figures showed an improvement of 20% over the corresponding period last year.

The overall performance of the Company on various important parameters was as follows:

a. With focus efforts, the company improved its performance on the value added business streams like Extended Warranty (75% growth over last year), AMC (8% growth over last year), In house insurance penetration (11% growth over last year) and Accessories business (28% growth over last year)

b. The Company focused on timely collection of receivables and debtors as well as mobilization of locked up funds to improve liquidity.

c. Tata Motors Assurance (TMA) business had a de-growth of 17% over the previous year d. Labor revenue declined by 4%. However Spare parts revenue improved by 2%. e. On the cost rationalization front, the company has initiated relocation of few existing high

rental premises in NCR and Mumbai, which will lead to substantial cost savings in the next years and help in improving the bottom line significantly.

f. Manpower as on March 2017 was at 1,913 displaying a 5% reduction over March 2016. During FY16-17 the Company focused on training and development, performance based incentive structures and salary rationalization to retain and attract talent.

g. The Company voluntarily indulged in carrying out Corporate Social Responsibility (CSR) activities benefiting the society at large.

BUSINESS OUTLOOK

The Company is a wholly owned subsidiary of Tata Motors Limited, formed in 1997-98 selling the entire range of cars and utility vehicles of Tata Motors Passenger Vehicle Business Unit in seven major cities - Bangalore, Chennai, Cochin, Delhi, Hyderabad,

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Mumbai and Pune. Currently the infrastructure consists of 24 showrooms and 18 workshops with a workforce of around 2000 employees.

The Company, caters to a wide range of customers such as individuals, corporates, fleet operators and government for selling new and used cars (Tata Motors Assurance) along with full range of allied services such as finance, insurance, accessories and AMCs. The introduction of new range of personal segment cars like Tiago, Hexa and Tigor has increased the portfolio and attracting a significant number of first time customers to us.

The Company plans to increase its footprint in the used car business across the existing cities in the next year to expand the business of the Company and increase new car sales through exchange.

The Annual Accounts of the Company have been prepared based on the robust business plans formulated by the Company to achieve the volume and revenue objectives with a focus on reduction in the fixed expenses. The Company is establishing new TMA outlets for garnering larger foot print which will support growth in new car volumes. During FY16-17 the Company has received equity investment of approximately ₹30 crores from Tata Motors Limited (the parent company) and going forth further financial support would be sought to offset its negative net worth and meet future growth aspirations of the Company. SHARE CAPITAL

Consequent to Shareholder approval at the 45th Annual General Meeting held on August 2, 2016, the Company increased its Authorized Share Capital from ₹100,00,00,000/- (Rupees Hundred Crores only) divided into 7,50,00,000 Equity Shares of ₹10/- each and 25,00,000 - 7% Cumulative Redeemable Preference Shares of ₹100/- each to ₹200,00,00,000/- (Rupees Two Hundred Crores only) divided into:

a) 17,50,00,000 (Seventeen Crores Fifty Lacs) Equity Shares of ₹10/- each, and b) 25,00,000 (Twenty-Five Lacs) 7% Cumulative Redeemable Preference Shares of ₹100/-

each.

Accordingly, the Clause V of the Memorandum of Association was also altered, to reflect the aforementioned change.

During the year, the Company allotted 3,00,00,000 Equity Right Shares of face value of ₹10/- each, at par, for a total nominal value of ₹30,00,00,000/- (Rupees Thirty Crores Only) on a rights issue basis on May 2, 2016 to Tata Motors Limited. These Equity Shares rank pari passu in all respects with the existing Equity Shares of the Company. Particulars as on March 31, 2017 (Amount in ₹)

Authorised Share Capital

Equity Share Capital (Face Value of ₹10/- each) 1,75,00,00,000

7% Cumulative Redeemable Preference Share Capital (Face Value of ₹100/- each)

25,00,00,000

Total Authorised Share Capital 2,00,00,00,000

Issued, Subscribed and Paid-up Share Capital

Equity Share Capital 63,69,76,940

7% Cumulative Redeemable Preference Share Capital

Tata Motors Limited 13,54,19,500

Tata Industries Limited 10,80,80,500

24,35,00,000

Total Issued, Subscribed and Paid-up Share Capital 88,04,76,940

The Company has not issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. As on March 31, 2017, none of the Directors of the Company hold shares of the Company in their

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individual capacity. However, on March 31, 2017, the following Non-Executive Directors jointly with Tata Motors Limited, hold the following equity shares in the Company:

Sr. No.

Name of Director Face Value per Equity Share

Number of Shares held jointly with Tata Motors Limited

1 Mr Mayank Pareek Rs.10/- 10 Equity Shares

2 Mr Hoshang Sethna Rs.10/- 10 Equity Shares

3 Mr Vijay Somaiya Rs.10/- 10 Equity Shares

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations. RISK MANAGEMENT

The Audit Committee oversees the Company’s processes and policies for determining risk tolerance and review management’s measurement and comparison of overall risk tolerance to established levels. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate system of internal control. It has documented procedures covering all financial and operating functions. These controls have been designed to provide reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well:

Corporate policies on accounting and major processes;

Well-defined processes for formulating and reviewing annual and long term business plans;

Preparation and monitoring of annual budgets for all operating and service functions;

State-of-the-art Enterprise Risk Management Programme (ERP) and Supplier Relations Management connect its different locations and vendors for efficient and seamless information exchange;

Adoption of Tata Code of Conduct which covers integrity of financial reporting, ethical conduct, regulatory compliance, conflict of interest review and reporting of concerns. All employees of the Company are regularly exposed to communications about the code;

A well-established multidisciplinary Internal Audit team, reviews and reports to Management and the Audit Committee about compliance with internal controls and the efficiency and effectiveness of operations and the key process risks;

A duly constituted Audit Committee of the Board of Directors, regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting Standards as well as the reasons for changes in accounting policies and practices, if any;

A comprehensive information security policy and continuous upgrades to IT system;

Documenting major business processes and testing thereof, including financial closing, computer controls and entity level controls as part of compliance of the Internal Control over Financial Reporting as per the requirements of the Companies Act, 2013 (“the Act”).

The Board takes responsibility for the total process of risk management in the organization. The Audit Committee reviews reports on operational, financial and other business risk areas. Through an Enterprise Risk Management program, each Business Unit addresses opportunities and then attends to risks through an institutionalized approach that is aligned

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to the Company’s objectives. This is also facilitated by internal audit. The business risk is managed through cross functional involvement and intense communication across businesses. Results of the risk assessment and residual risks are presented to the senior management. HUMAN RESOURCES

An organization is as good as its people. Employees are the most valuable asset for any organization and a constant and continuous efforts have been made to attract, retain and develop best talent to achieve our goals and objectives. The prime focus at the Company, in terms of HR practices is on people development and growth, and employee relations, which means a culture of caring for our people. Various employee engagement initiatives are being undertaken to enhance bonding, teamwork and cohesiveness amongst the team members. Recognizing ad rewarding the performers across different departments has been instrumental in motivating the employees to perform better Your Company emphasizes on

promotion of talent internally through job rotation and job enlargement.

The organization structure has been rationalized to help in faster decision making and is designed to drive business performance and enhance the efficiencies. Cross Functional Teams (CFTs) comprising of employees across functions work on specific projects and critical assignments.

The Company observed cordial employee relations during the year. The Company places on record its appreciation and recognition of the employees for their constructive role and support throughout the year.

PREVENTION OF SEXUAL HARASSMENT

Your Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at the workplace.

The Company has not received any complaints on sexual harassment during FY16-17. FIXED DEPOSITS

Your Company has not accepted any fixed / public deposits during the financial period under review. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 (‘the Act’) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in the prescribed Form MGT-9 is annexed as Annexure 1.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information on conservation of energy, technology absorption and foreign exchange earnings and outgoing stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company continues to be a wholly owned Subsidiary of Tata Motors Limited. During the year under review, your Company did not have any Subsidiary, Associate or Joint Venture company.

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BOARD OF DIRECTORS

During the year, the Board of Directors comprised of 5 Non-Executive Directors and 3 Independent Directors, namely, Mr Mayank Pareek, Chairman, Mr Hoshang Sethna, Mr Rohit Suri, Mr Vijay Somaiya, Mr Vinesh Kumar Jairath, Mr Mohinder Pal Bansal, Dr Vaijayanti Pandit and Mr Sibendra Barman.

Tata Motors Limited, the holding company, vide letter dated September 8, 2016 proposed appointed of Mr Sibendra Nath Barman (DIN:07605227) as an Additional Director on the Board of Directors of the Company. The Board of Directors on the recommendation of the Nomination & Remuneration Committee appointed Mr Barman an Additional Director on the Board of the Company, in a non-executive capacity, in accordance with Article 130 of the Articles of Association of the Company and Section 161(1) of the Act.

In accordance with Section 161 of the Act and Article 130 of the Articles of Association of the Company, Mr Barman is eligible for appointment and would hold office till the date of the forthcoming Annual General Meeting. The Company has received a Notice alongwith the prescribed fee under Section 160 of the Act, from a shareholder proposing appointment of Mr Barman as a Director of the Company, at the forthcoming Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr Rohit Suri, Director is liable to retire by rotation at the forthcoming Annual General Meeting of the Company and is eligible for reappointment.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Board had appointed and designated the following persons as Key Managerial Personnel (KMP) of the Company, to function in the following capacity with effect from May 9, 2014:

Mr Ranjiv Kapur, Chief Executive Officer and Manager;

Mr Jawahar Seth, Chief Financial Officer; and

Ms Kaynaz Sarbhanwala, Company Secretary. Tata Motors Limited, had vide letter dated February 9, 2017 had proposed withdrawal of deputation of Mr Ranjiv Kapur as CEO & Manager and appointment of Mr Rishi Goel as the CEO & Manager of the Company. Pursuant to the provisions of Sections 2(51), 203, 196 read with Schedule V and other enabling provisions, if any, of the Act, and the Rules framed thereunder, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, approved withdrawal of nomination of Mr Kapur as CEO & Manager of the Company and in his place appointed Mr Rishi Goel, as a Key Managerial Person of the Company, to perform in the capacity of CEO & Manager for a period of 3 years, commencing from February 9, 2017, approved by the Shareholders of the Company at the Extraordinary General Meeting No.1/FY2016-17 of the Company held on March 29, 2017, to carry out such duties as may be entrusted to him, subject to the superintendence, control and direction of the Board of Directors. The aforementioned KMPs are deputed by Tata Motors Limited, the holding company and do not receive any remuneration from the Company. GOVERNANCE GUIDELINES ON BOARD EFFECTIVENESS

The Company adopted Governance Guidelines on Board Effectiveness, based on the recommendation of the Nomination and Remuneration Committee. The Governance

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Guidelines cover aspects relating to the composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, the term/ tenure of a Director, retirement age criteria and constitution of various Committees of the Board. It also prescribes guidelines for nomination, appointment, induction and development of Directors, Directors’ remuneration, Code of Conduct, Board Effectiveness review and mandates for Board Committees.

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee is responsible for reviewing and vetting the resumes of potential candidates vis-à-vis the required competencies (undertake a reference, due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board).

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of Section 178 (3) of the Act, which is annexed as Annexure 2. REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act, which is annexed as Annexure 3.

During FY16-17 sitting fee of ₹50,000/- for attendance at each meeting of the Board, Audit Committee and Nomination and Remuneration Committee and ₹20,000/- for participating in the annual Independent Directors Meeting as well as other special need based committees, is paid to Independent Directors. The Company also reimburses out-of-pocket expenses to Directors attending meetings held at a city other than the one in which the Directors resides.

For details on sitting fees paid to Independent Directors for FY16-17, kindly refer to Annexure 1 of the Board’s Report. CORPORATE GOVERNANCE – DISCLOSURES

Pursuant to the provisions of Schedule V of the Companies Act, 2013 and consequent to the appointment of Mr Rishi Goel as CEO & Manager of the Company, for a period of 3 years commencing from February 9, 2017, duly approved by the Shareholders at the Extraordinary General Meeting of the Company held on March 29, 2017, the details pertaining to all elements of the Directors remuneration package, including details of the fixed component and performance linked incentives along with the performance criteria, as well as the terms of the service contract, notice period, severance fees, if any, kindly refer to Annexure 1 and 3 of the Board’s Report.

The Company does not have an Employee Stock Option Scheme for any of its employees or directors. BOARD EVALUATION

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees through structured self-assessment questionnaires and meetings.

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The structured questionnaires sent to all Directors for the purpose of Board evaluation, covered various aspects of the functioning of the Board and Committees thereof, including contribution and monitoring of corporate governance practices, such as degree of fulfilment of key responsibilities, its structure and composition of the Board and Committees, effectiveness of its processes, information and functioning, its culture and dynamics, quality of its relationship with the Management.

Similarly, self-assessment questionnaires sent to individual Directors, covered various aspects for evaluating attendance and contribution at the Meetings and guidance / support to the management outside Meetings. In addition, the Chairman of the Board was also evaluated on key aspects of his role.

The Chairman of the Board had one-on-one meetings with the Directors. The Nomination and Remuneration Committee reviewed the performance of individual Directors. As mandated under Schedule IV of the Companies Act, 2013, the Company held a separate meeting of Independent Directors on May 16, 2017, attended by all Independent directors of the Company, wherein performance of Non-Independent Directors, performance of the Board as a whole and performance of the Board Chairman was evaluated, taking into account the views of Non-Executive Directors.

This was followed up by a Board meeting, at which the feedback received from the Directors on the performance of the Board, its Committees and individual Directors was also discussed. The Board also discussed the relevant feedback received from the Directors with respect to the management on certain areas of improvement that the management could undertake for having a more cohesive and effective Board. BOARD MEETINGS

During the year, six Board meetings were held on May 25, 2016, August 2, 2016, September 2, 2016, November 10, 2016, February 9, 2017 and March 31, 2017. The details of Board composition and attendance of the Directors at Board Meetings and other relevant details are as given below:

Sr. No. Name Designation Meetings attended

1 Mr Mayank Pareek Non-Executive Chairman 5

2 Mr Hoshang Sethna Non-Executive Director 5

3 Mr Rohit Suri Non-Executive Director 3

4 Mr Vijay Somaiya Non-Executive Director 6

5 Mr Sibendra Barman Non-Executive Director 2

6 Mr Vinesh Kumar Jairath Independent Director 6

7 Mr Mohinder Pal Bansal Independent Director 4

8 Dr Vaijayanti Pandit Independent Director 6

The maximum time-gap between any 2 consecutive meetings did not exceed 120 days. The Board inducted Mr Barman, a Non-Executive Additional Director, as a member of the Board of Directors with effect from September 20, 2016. COMMITTEES OF BOARD

The Company continued to prioritise its role as a corporate citizen and continued to adopt the best practices and the highest standards of Corporate Governance through transparency in business ethics, accountability to its customers, government and others.

The Board has constituted various Committees with specific terms of reference / scope to focus effectively on the issues and ensure expedient resolution of diverse matters. The Committees operate as empowered agents of the Board as per their Charter/terms of reference. Targets set by them as agreed with the management are being reviewed

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periodically and mid-course corrections are carried out. The Board of Directors and the Committees also take decisions by the Circular Resolutions which are noted at the next Committee meeting. The minutes of the meetings of all Committees of the Board are placed before the Board for discussions / noting.

The details of Committee composition and meetings held during the year are as under :-

A. AUDIT COMMITTEE

The Audit Committee is constituted and functions, in accordance with the provisions of Section 177 of the Act. The Committee comprises of 1 Non-Executive Director and 3 Independent Directors, all of whom are financially literate having relevant finance and/or audit exposure. The quorum of the Committee is two members or one-third of its members, whichever is greater. The Chairman of the Audit Committee briefs the Board members about the significant discussions at the Audit Committee meetings. During the year, the Committee held six meetings on May 25, 2016, August 2, 2016, September 2, 2016, November 7, 2016, February 9, 2017 and March 31, 2017. The Chairman of the Audit Committee also attended the last AGM of the Company. The composition of the Audit Committee as on March 31, 2017 and attendance at its meetings is as follows: Sr. No. Name Chairman/ Members Meetings attended

1 Mr Mohinder Pal Bansal Independent Director, Chairman 5

2 Mr Vinesh Kumar Jairath Independent Director, Member 6

3 Dr Vaijayanti Pandit Independent Director, Member 6

4 Mr Vijay Somaiya Non-Executive Director, Member 6

The Committee meetings are attended by the CEO & Manager, Chief Financial Officer, Head of Accounts, HR Head, Internal Auditor and Statutory Auditor. The Company Secretary acts as the Secretary to the Audit Committee and all other Board constituted committees of the Company.

Vigil Mechanism: The Board of Directors have established a Vigil Mechanism and adopted a Whistle-Blower Policy, which provides a formal mechanism for all employees and directors of the Company to approach the Management of the Company and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The disclosures reported, are addressed in the manner and within the time frames prescribed in the Policy. A copy of the Policy is available on the website of the Company at www.concordemotors.com.

B. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (“NRC”) of the Board, is constituted and functions, in accordance with the provisions of Section 178 of the Act. The Committee comprises of Mr H K Sethna, Chairman, Mr Mayank Pareek, Mr V K Jairath, Mr M P Bansal and Dr Pandit as Members.

During the year, 1 meeting was held on May 25, 2016, attended by Mr H K Sethna, Chairman, Mr V K Jairath and Dr Pandit. C. OPERATIONS COMMITTEE

The Board of Directors at its meeting held on August 5, 2015 constituted the Operations Committee of the Board, to review in depth the operational performance of the Company, inter alia including analysis of business plans, revenue and capital budgets, business strategies, expansion plans etc. The Operations Committee apprises the Board, on matters discussed, for further deliberation and approval. As on March 31, 2017 the composition of the Operations Committee comprises of Mr Mayank Pareek, Chairman, Mr Somaiya, Mr

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Sethna and Mr Barman as members. During the year no meetings of the Operations Committee were conducted. D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

On account of non-profitability of the Company during the past 3 financial years, the Company was not required to constitute a CSR Committee or formulate a CSR Policy during FY16-17.

E. OTHER COMMITTEES AND POLICY MATTERS OF THE BOARD ARE AS UNDER:

Allotment Committee: During the year a meeting of the Allotment Committee was held on May 2, 2016, comprising of Mr Rohit Suri, Chairman, Mr M P Bansal and Mr Jawahar Seth for the purpose of allotting equity shares issued on a rights issue basis. Debenture Allotment Committee: During the year a meeting of the Debenture Allotment Committee was held on March 31, 2017, comprising of Mr Mayank Pareek, Chairman, Mr H K Sethna and Mr V B Somaiya for the purpose of allotting 7,80,00,000 Unrated, Unlisted, Unsecured, 5% coupon bearing Compulsorily Convertible Debentures of face value of ₹10/- each, issued at par and for cash, on private placement basis to Tata Motors Finance Limited with a conversion ratio of 1:1, exercisable at the end of the 5 tenure.

The Company has also formed an Apex Committee in line with the Tata Code of Conduct to address issues of sexual harassment at the work place.

The Company abides by the Tata Code of Conduct and as a good corporate governance practice, the Company is adopting quarterly audited accounts.

The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India and in the preparation of financial statements, the Company has not adopted a treatment different from that prescribed in any Accounting Standard. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business, priced on an arm’s length basis and in compliance with the applicable provisions of the Act. A reference may please be made to Note 18(2) of the Schedule to the Financial Statements which shows the information regarding related parties and transactions with them.

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

There have been no materially significant related party transactions between the Company and Directors, the Management or their relatives. The particulars of transactions required to be reported in Form AOC-2 is contained in Annexure 4.

AUDITORS

STATUTORY AUDITORS

It is proposed to appoint M/s. BSR & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company, to examine and audit the accounts of the Company for a period of five years to hold office from the conclusion of this AGM till the conclusion of the 51st AGM of the Company to be held in the year 2022, subject Shareholder approval at the ensuing AGM

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of the Company and ratification of their appointment at every AGM thereunto. M/s. BSR & Co. LLP, have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. The report of M/s. Deloitte Haskins & Sells, the Statutory Auditors, along with notes to Schedules is enclosed in this annual report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

The Auditor’s Report does not contain any qualification, reservation or adverse remark. The Auditors of the Company have not reported any fraud as specified under the second proviso of section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Parikh & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure 5.

The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks. COST AUDIT

Pursuant to amendments in Companies (Cost Records and Audit) Rules, 2014 (“the Rules”) issued by the Ministry of Corporate Affairs (MCA) vide notification dated December 31, 2014, the Company is not required to maintain and submit cost records for FY17-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS, BY THE COMPANY

The details of Loans, Guarantees or Investments availed during the year are given below: (₹ in lacs)

Sr. No.

Name of Companies Nature of Transaction Loans Guarantees Investments

1 Tata Capital Financial Service Ltd.

Term Loan 1,025.00 - -

2 Tata Capital Financial Service Ltd.

Working Capital Demand Loan

10,000.00 - -

3 HDFC Bank Limited Working Capital Demand Loan

3,000.00 5.39 -

4 HDFC Bank Limited Term Loan 607.14 - -

5 HDFC Bank Limited Cash Credit 1,000.00 - -

6 Tata Motors Finance Limited Trade Advance Facility 1,694.25 - - 7 Tata Motors Finance Limited Short Term Loan 13.89 - - 8 Tata Motors Limited Inter-Corporate Deposits 5,000.00 - - 9 Sheba Properties Limited Inter-Corporate Deposits 400.00 - - 10 TML Distribution Company

Limited Inter-Corporate Deposits 1,100.00 - -

11 IDFC Bank Limited Working Capital Demand Loan

5,400.00 - -

12 IDFC Bank Limited Term Loan 600.00 - - 13 IDFC Bank Limited Promissory Notes 2,000.00 - - 14 Kotak Mahindra Bank Limited Working Capital Demand

Loan 3,500.00 - -

15 Tata Motors Finance Limited Liability Portion of CCD 1,532.24 - - 16 Tata Motors Limited Preferential Borrowings 1,354.19 - - 17 Tata Industries Limited Preferential Borrowings 1,080.80 - -

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During FY16-17 the Company has not given any loans, guarantees or made any investments in any other Company, pursuant to the provisions of Section 186 of the Act. PARTICULARS OF EMPLOYEES

The Statement of top 10 employees in terms of remuneration drawn and employees who were in receipt of remuneration of more than ₹1.2 crores during the year or ₹8.5 lacs per month during any part of the said year as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 6.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company is included under ‘Financial Performance’, ‘Summary of operations’, ‘Industry Scenario’, ‘Business Review’ and ‘Business Outlook’, of this Report.

AWARDS AND RECOGNITION

The Company maintained a strong focus on motivating and retaining talent through various engagement, development, rewards and recognition programs. Some of the accolades received by our business units are as follows:

5 of our dealerships continue to be the top 10 dealers of Tata Motors

Pune Business Unit - Won Certificates 7 times consecutively for achieving No.1 in Service Marketing activities in Maharashtra (Service reminders, Lost Customer recovery, AMC, Road side assistance and extended warranty).

Chennai, Cochin and Bangalore Business Units won the Delivering Delight awards.

Mumbai Business Unit was awarded No 1 in the All India Mega Service Camp. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY16-17.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had

been followed along with proper explanation relating to material departures; (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 at the end of the financial year and of the profit and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of

all applicable laws and that such systems were adequate and operating effectively. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

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Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments as well as other statutory authorities for their continued support.

On behalf of the Board of Directors Concorde Motors (India) Limited

Mr Mayank Pareek Chairman

DIN: 00139206

Date : May 16, 2017 Place : Mumbai

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ANNEXURE 1

FORM No. MGT-9 EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN : U24110MH1972PLC015561

ii) Registration Date : 18/01/1972

iii) Name of the Company : Concorde Motors (India) Limited

iv) Category / Sub-Category of the

Company

: Company Limited by Shares

v) Address of the Registered Office and

contact details

: 3rd Floor, Nanavati Mahalaya,

18, Homi Mody Street, Hutatma

Chowk, Mumbai – 400 001

vi) Whether listed company : No

vii)

Name, Address and contact details of

Registrar & Transfer Agents (RTA), if

any

: Not Applicable

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr. No.

Name and Description of main Products / Services NIC Code of the Product/ Service

% to total turnover

1. Trading of motor vehicle principally designed for transport of person and trading in parts and accessories

87032291 91.32%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name and Address of the Company

CIN/GLN

Holding/ Subsidiary/ Associate

% of shares

held

Applicable Section

1. Tata Motors Limited

Bombay House, 24, Homi Mody Street, Mumbai – 400 001

L28920MH1945PLC004520 Holding 100% 2(46)

IV. SHARE HOLDING PATTERN (Equity Share Capital as percentage of Total Equity)

(i) CATEGORY-WISE SHARE HOLDING

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year %

% Change

Demat Physical Total % of Total Share

Demat Physical Total % of Total Share

during the year

A. Promoters

(1) Indian

(a) Individual/HUF

(b) Central Govt

(c) State Govt (s)

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Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year %

% Change

Demat Physical Total % of Total Share

Demat Physical Total % of Total Share

during the year

(d) Bodies Corp. Nil 336,97,694 336,97,694 100% Nil 636,97,694 636,97,694 100% 89%

(e) Banks / FI

(f) Any Other….

Sub-total(A) (1):- Nil 336,97,694 336,97,694 100% Nil 636,97,694 636,97,694 100% 89%

(2) Foreign

(a) NRIs Individuals

(b) Other Individuals

(c) Bodies Corp.

(d) Banks / FI

(e) Any Other….

Sub-total (A) (2):- Nil Nil Nil Nil Nil Nil Nil Nil Nil

Total shareholding of Promoter (A) = (A)(1)+(A)(2) Nil 336,97,694 336,97,694 100% Nil 636,97,694 636,97,694 100% 89%

B. Public Shareholding

1. Institutions

(a) Mutual Funds

(b) Banks / FI

(c) Central Govt

(d) State Govt(s)

(e)Venture Capital Funds

(f) Insurance Companies

(g) FIIs

(h) Foreign Venture Capital Funds

(i) Others (specify)

Sub-total (B)(1):- Nil Nil Nil Nil Nil Nil Nil Nil Nil

2. Non Institutions

(a) Bodies Corp.

(i) Indian

(ii) Overseas

(b) Individuals

(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

(ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh

(c) Others (specify) Sub-total (B)(2):- Nil Nil Nil Nil Nil Nil Nil Nil Nil

Total Public Shareholding (B) = (B)(1)+(B)(2) Nil Nil Nil Nil Nil Nil Nil Nil Nil

C. Shares held by Custodian for GDRs & ADRs Nil Nil Nil Nil Nil Nil Nil Nil Nil Grand Total (A+B+C) Nil 336,97,694 336,97,694 100% Nil 636,97,694 636,97,694 100% 89%

(ii) SHAREHOLDING OF PROMOTERS

Sr. No.

Shareholders Name

Shareholding at the beginning of the year i.e. April 1, 2016

Shareholding at the end of the year i.e. March 31, 2017

% change in share holding during

the year

No. of Shares

% of total

Shares of the

Company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total

Shares of the

Company

% of Shares Pledged /

encumbered to total shares

1. Tata Motors Limited

336,97,634 99.999% Nil 636,97,634 99.999%

Nil 89%

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2. Tata Motors Ltd. jointly with Mr H K Sethna

10 Nil 10 Nil Nil

3. Tata Motors Ltd. jointly with Mr V B Somaiya

10 Nil 10 Nil Nil

4. Tata Motors Ltd. jointly with Mr R Pisharody

10 Nil 10 Nil Nil

5. Tata Motors Ltd. jointly with Mr C Ramakrishnan

10 Nil 10 Nil Nil

6. Tata Motors Ltd. jointly with Mr Vispi Patel

10 Nil 10 Nil Nil

7. Tata Motors Ltd. jointly with Mr Mayank Pareek

10 Nil 10 Nil Nil

Total 336,97,694 100% Nil 636,97,694 100% Nil 89%

(iii) CHANGE IN PROMOTERS’ SHAREHOLDING

Sr. No.

Particulars Shareholding at the beginning of the year i.e. April 1, 2016

Cumulative Shareholding during the year

No. of shares % of total shares of the

Company

No. of shares

% of total shares of the

Company

1. At the beginning of the year 336,97,634 100% 336,97,634 100%

2. Date wise Increase / Decrease in Promoters Shareholding during the Year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

May 2, 2016: 3,00,00,000 Equity Shares were allotted to Tata Motors Limited vide Rights Issue

100% 636,97,694 100%

3. At the end of the year 636,97,694 100% 636,97,694 100%

(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (other than

Directors, Promoters and Holders of GDRs and ADRs): Not Applicable.

(v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sr. No.

For Each of the Directors and Key Managerial Personnel (KMP)

At the beginning of the year

Increase / Decrease in Shareholding

Cumulative Shareholding

during the year

No. of shares

% of total shares of

the Company

No. of Shares

% of total Shares of

the Company

No. of shares

% of total shares of

the Company

A. Directors:

1 Tata Motors jointly with Mr H K Sethna 10 0% - - 10 0%

2 Tata Motors jointly with Mr V B Somaiya 10 0% - - 10 0%

3 Tata Motors jointly with Mr M Pareek 10 0% - - 10 0%

B. KMPs: Nil Nil Nil Nil Nil Nil

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Sr. No.

Secured Loans Excluding Deposits

Unsecured Loans

Deposits Total Indebtedness

1 Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

14,668.74 -

108.40

5,000.00 - -

- - -

19,668.74 -

108.40

Total (i+ii+iii) 14,777.14 5,000.00 - 19,777.14

2 Change in Indebtedness during the

0.0

01%

0.0

01%

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Sr. No.

Secured Loans Excluding Deposits

Unsecured Loans

Deposits Total Indebtedness

financial year • Addition • Reduction

1,509.21

-

1,500.00

-

- -

3,009.21

Net Change 1,509.21 1,500.00 - 3,009.21

3 Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

16,165.64 -

120.71

6,500.00 - -

- - -

22,665.64 -

120.71

Total (i+ii+iii) 16,286.35 6,500.00 - 22,786.35

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:

B. REMUNERATION TO OTHER DIRECTORS:

Sr. No.

Particulars of Remuneration

Name of Directors Total Amount Mr Vinesh

Kumar Jairath Mr Mohinder Pal Bansal

Dr Vaijayanti Pandit

1. Independent Directors

Fee for attending Board / Committee meetings

Rs.6,70,000 Rs.4,90,000 Rs.6,50,000 Rs.18,10,000

Commission Nil Nil Nil Nil

Others, please specify Nil Nil Nil Nil

Total (1) Rs.6,70,000 Rs.4,90,000 Rs.6,50,000 Rs.18,10,000

Mr Mayank Pareek

Mr H K Sethna

Mr V B Somaiya

Mr Rohit Suri

Mr Sibendra Barman

2 Other Non-Executive Directors

Fee for attending Board / Committee meetings

Commission

Others, please specify

During FY16-17 no remuneration was remitted to other Non-Independent Non-Executive Directors of the Company.

Nil

Nil Nil

Total (2) Nil Nil Nil Nil Nil Nil

Total (B)=(1+2) Rs.18,10,000 Rs.18,10,000

Total Managerial Remuneration (A+B)

Rs.18,10,000 Rs.18,10,000

Overall Ceiling as per the Act Not Applicable

Sr. No.

Particulars of Remuneration Name of MD / WTD / Manager Total Amount Mr Ranjiv

Kapur, CEO & Manager upto

February 9, 2017

Mr Rishi Goel, CEO & Manager from February 9, 2017

1. Gross salary a. Salary as per provisions contained in section 17(1) of the

Income-tax Act, 1961 b. Value of perquisites u/s 17(2) Income-tax Act, 1961 c. Profits in lieu of salary under section 17(3) Income-tax

Act, 1961

Nil

Nil Nil

Nil

Nil Nil

Nil

Nil Nil

2. Stock Option Nil Nil Nil

3. Sweat Equity Nil Nil Nil

4. Commission - as % of profit - others, specify

Nil Nil Nil

5. Others, please specify Both the CEO & Manager’s were / are on deputation from Tata Motors Limited (the parent company) and do not draw a salary from the Company. Their remuneration amount was/is being paid by Tata Motors Limited.

Total (A) Nil Nil Nil

Ceiling as per Schedule V of the Act Not Applicable

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C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD

Sr. No.

Particulars of Remuneration Key Managerial Personnel (KMP)

CEO * CS CFO Total

Ranjiv Kapur

Rishi Goel

Kaynaz Sarbhanwala

Jawahar Seth

1 Gross salary a. Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

b. Value of perquisites u/s 17(2) Income-tax Act, 1961

c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961

Nil Nil Nil Nil Nil

2 Stock Option Nil Nil Nil Nil Nil

3 Sweat Equity Nil Nil Nil Nil Nil

4 Commission - as % of profit - others, specify

Nil Nil Nil Nil Nil

5 Others, please specify All KMPs are on deputation from Tata Motors Limited (the parent company) and are not drawing a salary from the Company. The remuneration amount is paid by Tata Motors Limited.

Total Nil Nil Nil Nil Nil *Mr Ranjiv Kapur ceased to be the CEO & Manager from February 9, 2017 and Mr Rishi Goel was appointed as the CEO & Manager of the Company from February 9, 2017.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies

Act

Brief Description

Details of Penalty / Punishment /

Compounding fees imposed

Authority [RD/ NCLT / COURT]

Appeal made, if any

A.COMPANY

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B. DIRECTORS

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

C. OTHER OFFICERS IN DEFAULT

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

On behalf of the Board of Directors Concorde Motors (India) Limited

Mr Mayank Pareek Chairman

DIN: 00139206

Date : May 16, 2017 Place : Mumbai

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ANNEXURE 2

Criteria for determining Qualifications, Positive Attributes and Independence of Directors

[Pursuant to Section 178 (3) of the Companies Act, 2013]

1. DEFINITION OF INDEPENDENCE

“An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director,— (a) who, in the opinion of the Board, is a person of integrity and possesses relevant

expertise and experience; (b) (i) who is or was not a promoter of the company or its holding, subsidiary or associate

company; (ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

(c) who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) who, neither himself nor any of his relatives - (i) holds or has held the position of a key managerial personnel or is or has been

employee of the company or its holding, subsidiary or associate company in any of

the three financial years immediately preceding the financial year in which he is

proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial

years immediately preceding the financial year in which he is proposed to be

appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent. or more of the total voting power of

the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit

organisation that receives twenty-five percent or more of its receipts from the

company, any of its promoters, directors or its holding, subsidiary or associate

company or that holds two per cent or more of the total voting power of the

company; or who possesses such other qualifications as may be prescribed.”

Current and ex-employees of a Tata Company may be considered as independent only if he/she has or has had no pecuniary relationship with any Tata company (due to employment/receipt of monthly pension by way of Special Retirement Benefits/holding consultant or advisor positions) during the two immediately preceding financial year.

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2. QUALIFICATIONS OF DIRECTORS

1) Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

2) The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders.

3) The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.

4) The appointment of independent directors shall be formalised through a letter of appointment, which shall set out :

(a) the term of appointment; (b) the expectation of the Board from the appointed director; the Board-level

committee(s) in which the director is expected to serve and its tasks; (c) the fiduciary duties that come with such an appointment along with

accompanying liabilities; (d) provision for Directors and Officers (D and O) insurance, if any; (e) the Code of Business Ethics that the company expects its directors and

employees to follow; (f) the list of actions that a director should not do while functioning as such in the

company; and (g) the remuneration, mentioning periodic fees, reimbursement of expenses for

participation in the Boards and other meetings and profit related commission, if any.

5) The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.

6) The terms and conditions of appointment of independent directors shall also be posted on the company’s website.

3. POSITIVE ATTRIBUTES OF DIRECTORS

Directors are expected to comply with duties as provided in the Act. For reference the duties of the Directors as provided by the Act are as follows:

1) “Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.

2) A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.

3) A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.

4) A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.

5) A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.

6) A director of a company shall not assign his office and any assignment so made shall be void.

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7) If a director of the company contravenes the provisions of this section such director shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.”

Additionally, the Directors on the Board of a Tata Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to section 149(8) of the Act. The Code specifies the guidelines of professional conduct, role and function and duties of Independent Directors. The guidelines of professional conduct specified in the Code are as follows: “An independent director shall:

1. uphold ethical standards of integrity and probity; 2. act objectively and constructively while exercising his duties; 3. exercise his responsibilities in a bona fide manner in the interest of the company; 4. devote sufficient time and attention to his professional obligations for informed and

balanced decision making; 5. not allow any extraneous considerations that will vitiate his exercise of objective

independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;

6. not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

7. refrain from any action that would lead to loss of his independence; 8. where circumstances arise which make an independent director lose his independence,

the independent director must immediately inform the Board accordingly; 9. assist the company in implementing the best corporate governance practices.”

On behalf of the Board of Directors Concorde Motors (India) Limited

Mr Mayank Pareek Chairman

DIN: 00139206 Date : May 16, 2017 Place : Mumbai

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ANNEXURE 3

REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The philosophy for remuneration of directors, Key Managerial Personnel (“KMP”) and all other employees of Concorde Motors (India) Limited (“the company”) is based on the commitment of fostering a culture of leadership with trust. The remuneration policy is aligned to this philosophy. This remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 (“Act”). In case of any inconsistency between the provisions of law and this remuneration policy, the provisions of the law shall prevail and the company shall abide by the applicable law. While formulating this policy, the Nomination and Remuneration Committee (“NRC”) shall consider the factors laid down under Section 178(4) of the Act, which are as under: “(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.” Key principles governing this remuneration policy are as follows:

Remuneration for Independent Directors and Non-Independent Non-Executive Directors:

Independent directors (“ID”) and non-independent non-executive directors (“NED”) may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits.

Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board.

Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the company (taking into consideration the challenges faced by the company and its future growth imperatives).

Overall remuneration should be reflective of size of the company, complexity of the sector/ industry/ company’s operations and the company’s capacity to pay the remuneration.

Overall remuneration practices should be consistent with recognized best practices.

Quantum of sitting fees may be subject to review on a periodic basis, as required.

The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board.

The NRC will recommend to the Board the quantum of commission for each director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by directors other than in meetings.

In addition to the sitting fees and commission, the company may pay to any director such fair and reasonable expenditure, as may have been incurred by the director while

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performing his/ her role as a director of the company. This could include reasonable expenditure incurred by the director for attending Board/ Board committee meetings, general meetings, court convened meetings, meetings with shareholders/ creditors/ management, site visits, induction and training (organized by the company for directors) and in obtaining professional advice from independent advisors in the furtherance of his/ her duties as a director.

Remuneration for Managing Director (“MD”)/ Executive Directors (“ED”)/ KMP/ rest

of the employees1

The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be:

Market competitive (market for every role is defined as companies from which the company attracts talent or companies to which the company loses talent)

Driven by the role played by the individual,

Reflective of size of the company, complexity of the sector/ industry/ company’s operations and the company’s capacity to pay,

Consistent with recognized best practices and

Aligned to any regulatory requirements.

In terms of remuneration mix or composition,

o The remuneration mix for the MD/ EDs is as per the contract approved by the shareholders. In case of any change, the same would require the approval of the shareholders.

o Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.

o In addition to the basic/ fixed salary, the company provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where possible. The company also provides all employees with a social security net (subject to limits) by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance.

o The company provides retirement benefits as applicable.

o In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the company provides MD/ EDs such remuneration by way of commission, calculated with reference to the net profits of the company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the MD/ EDs would be based on performance as evaluated by the Board or the NRC and approved by the Board.

o In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the company provides MD/ EDs such remuneration by way of an annual incentive remuneration/ performance linked bonus subject to the achievement of certain performance criteria and such other parameters as may be considered appropriate from time to time by the Board. An indicative list of factors that may be considered for determination of the extent of this component are:

- Company performance on certain defined qualitative and quantitative parameters as may be decided by the Board from time to time;

- Industry benchmarks of remuneration; and

- Performance of the individual.

1 Excludes employees covered by any long term settlements or specific term contracts. The remuneration for these employees would be driven by the respective long term settlements or contracts.

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o The Company provides the rest of the employees a performance linked bonus. The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the Company.

Remuneration payable to Director for services rendered in other capacity The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such director in any other capacity unless: a) The services rendered are of a professional nature; and

b) The NRC is of the opinion that the director possesses requisite qualification for the

practice of the profession.

Policy Implementation The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy.

On behalf of the Board of Directors Concorde Motors (India) Limited

Mr Mayank Pareek Chairman

DIN: 00139206

Date : May 16, 2017 Place : Mumbai

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ANNEXURE 4

FORM No. AOC - 2

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 9(2) of the Companies (Accounts) Rules, 2014]

Form for Disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms’ length transactions under third proviso thereto: 1. Details of contracts or arrangements or transactions not at Arms’ Length basis - Nil

2. Details of material contracts or arrangements or transactions at Arms’ length basis : #

Sr. No.

Name(s) of the Related Party and nature of relationship

Nature of contract/ arrangement/ transaction

Duration of contract/ arrangement/ transaction

Salient terms including the value, if any

Date of approval by the Board

Amount paid as advances, if any

1 Tata Motors

Limited - Holding

Company

Purchase of Goods April 1, 2016

to March 31,

2017

Vehicle and spare

parts ₹81,365.70

Lacs

NA NIL

2 Tata Motors

Limited - Holding

Company

Rendering of services April 1, 2016

to March 31,

2017

AMC / Warranty

service and

Incentive claim

₹9,683.72 Lacs

NA NIL

3 Tata Motors

Limited - Holding

Company

Management

contracts, including

deputation of

employees

April 1, 2016

to March 31,

2017

₹274.52 Lacs

NA NIL

4 Tata Motors

Limited - Holding

Company

Rent received on

leased property

9 years, upto

September

30, 2019

₹.20.57 Lacs NA NIL

5 Tata Motors

Limited - Holding

Company

Rent paid on leased

property

5 years, upto October 30, 2018

₹1,10.32 Lacs NA NIL

6 Tata Motors Limited - Holding Company

Interest paid on corporate deposits / delayed payments and other expenses

April 1, 2016 to March 31, 2017

₹1,815.58 Lacs NA NIL

# Pursuant to Notification dated August 14, 2014 issued by the Ministry of Corporate Affairs, New Delhi [G.S.R. 590 (E)]

On behalf of the Board of Directors Concorde Motors (India) Limited

Mr Mayank Pareek Chairman

DIN: 00139206

Date : May 16, 2017 Place : Mumbai

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ANNEXURE 5

FORM No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, CONCORDE MOTORS (INDIA) LIMITED We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Concorde Motors (India) Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit and the representations made by the Management, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2017 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31st March, 2017 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) Other laws specifically applicable to the Company namely:

The Motor Vehicle Act, 1988 and the Rules made thereunder.

The Company being an unlisted Company, the provisions of Securities Contract (Regulation) Act, 1956; Securities and Exchange Board of India Act, 1992; Listing Agreements with Stock Exchanges and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable. We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India with

respect to board and general meetings. During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

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Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the following events occurred which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines :

Sr. No.

Type of Capital Date and Nature of Change No. of Securities

Amount (Rs.)

I Issued, Subscribed and Paid-up Equity Share Capital

May 2, 2016 – Allotted Equity Shares to Tata Motors Limited pursuant to the Equity Rights Issue

3,00,00,000 Equity Shares

30,00,00,000/-

II Authorised Share Capital

August 2, 2016 – Increased the Authorised Equity Share Capital of the Company by Rs.100 crores.

1,00,00,000 Equity Shares

100,00,00,000/-

III Compulsory Convertible Debentures (CCDs)

March 31, 2017 – Issued Unrated, Unlisted, Unsecured, 5% coupon bearing CCDs of face value of Rs.10/- each, issued at par and for cash, on private placement basis to Tata Motors Finance Limited with a conversion ratio of 1:1 exercisable at the end of the 5 year tenure.

7,80,00,000 CCDs

78,00,00,000/-

For Parikh & Associates Company Secretaries Place: Mumbai Signature: Date: 16.05.2017 Jigyasa N. Ved Partner FCS No: 6488 CP No: 6018 This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

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‘Annexure A’ To, The Members CONCORDE MOTORS (INDIA) LIMITED Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Parikh & Associates Company Secretaries Place: Mumbai Signature: Date: 16.05.2017 Jigyasa N. Ved Partner FCS No: 6488 CP No: 6018

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ANNEXURE 6

Details of Employees pursuant to Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

and forming a part of the Board’s Report for the year ended March 31, 2017

Sr. No.

Name of Employee

Designation of the

Employee

Age Nature of employment

Qualification Experience

in years

Date of commencement of employment

Last employment held, before joining the company

Remuneration Received

(Gross Salary) (₹ in Lacs)

1 B K Arora Head of Delhi

Business Unit

43 Permanent Post Graduate 23 29-09-2014 VP

Operations, DM Hyundai

41

2 Ajay Jadhav National Sales Head

47 Permanent Post Graduate 27 11-01-2016 Navneet Group

40

3 Narayanaswamy P R

Head Of Bangalore Business

Unit

49 Permanent Post Graduate 29 01-08-2009 M/S Kapico Motors Pvt.

Ltd. 26

4 Rajgopal K Head of Hyderabad Business

Unit

57 Permanent Bachelor of

Art (B.A) 37 20-10-1999 TVS 23

5 Shiva Prasad MT

GM.Corporate Finance & Accounts

42 Permanent CA 22 23-09-2009

Lifestyle International Pvt. Ltd. untill 22.09.2009

22

6 Karuppasamy K Head of Chennai Business

Unit

43 Permanent Diploma (3 years)

23 05-11-1999 Union Motors 21

7 Shivaji R Head - Administration And Facilities

60 Permanent Bachelor of Law (LLB)

39 18-08-1997 ITPL

Whitefield 18

8 Tirumala Rao K GM Sales 52 Permanent Post Graduate 32 17-01-2011

TeJaswi Motors

16

9 Bharat Adinath Mone

Head-Sales 35 Permanent Post Graduate 15 25-04-2014 Kundan

Mahindra 15

10 Ayaram P S

GM Service 46 Permanent

Diploma in Automobile engineering

(3 years)

26 08-08-2008 Mandovi Motors

13

Note: None of the above Employees hold any Equity Shares in the Company and none of the above

employees are related to any Director or Manager of the Company.

On behalf of the Board of Directors Concorde Motors (India) Limited

Mr Mayank Pareek Chairman

DIN: 00139206

Date : May 16, 2017 Place : Mumbai

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CONCORDE MOTORS (INDIA) LIMITED Report on the Ind AS Financial Statements We have audited the accompanying Ind AS financial statements of CONCORDE MOTORS (INDIA) LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Ind AS Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind ASs) prescribed under section 133 of the Act. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as

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evaluating the overall presentation of the Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with Ind AS and the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date. Report on Other Legal and Regulatory Requirements

1 As required by Section 143(3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purposes of our audit.(b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books.(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive

Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the AccountingStandards prescribed under Section 133 of the Act, as applicable.

(e) On the basis of the written representations received from the directors as on March 31,2017 taken on record by the Board of Directors, none of the directors is disqualified as onMarch 31, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting ofthe Company and the operating effectiveness of such controls, refer to our separateReport in “Annexure A”. Our report expresses an unmodified opinion on the adequacyand operating effectiveness of the Company’s internal financial controls over financialreporting.

(g) With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and tothe best of our information and according to the explanations given to us:i. The Company has disclosed the impact of pending litigations on its financial position

in its Ind AS financial statements;

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ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the Ind AS financial statements asregards its holding and dealings in Specified Bank Notes as defined in theNotification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance,during the period from 8th November 2016 to 30th December 2016. Based on auditprocedures performed and the representations provided to us by the management wereport that the disclosures are in accordance with the books of account maintained bythe Company.

2 As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in the “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

for DELOITTE HASKINS & SELLS Chartered Accountants

(Firm Registration No. 008072S)

Sathya P. Koushik Place: Bengaluru Partner Date: May 22, 2017 Membership No. 206920

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ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT (Referred to in paragraph (1)(g) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date) 1. Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of

Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)We have audited the internal financial controls over financial reporting of CONCORDEMOTORS (INDIA) LIMITED (“the Company”) as of March 31, 2017 in conjunction with ouraudit of the Ind AS financial statements of the Company for the year ended on that date.

2. Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India. These responsibilities include the design, implementation andmaintenance of adequate internal financial controls that were operating effectively for ensuringthe orderly and efficient conduct of its business, including adherence to company’s policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy andcompleteness of the accounting records, and the timely preparation of reliable financialinformation, as required under the Companies Act, 2013.

3. Auditor’s ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”)issued by the Institute of Chartered Accountants of India and the Standards on Auditingprescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to anaudit of internal financial controls. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control basedon the assessed risk. The procedures selected depend on the auditor’s judgement, including theassessment of the risks of material misstatement of the Ind AS financial statements, whether dueto fraud or error.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

4. Meaning of Internal Financial Controls Over Financial ReportingA company's internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of IndAS financial statements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of Ind ASfinancial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition, use, or disposition of the company'sassets that could have a material effect on the Ind AS financial statements.

5. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting,including the possibility of collusion or improper management override of controls, materialmisstatements due to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial controls over financial reporting to future periods are subjectto the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.

6. Opinion In our opinion, to the best of our information and according to the explanations given to us, theCompany has, in all material respects, an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting were operatingeffectively as at March 31, 2017, based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control stated inthe Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.

for Deloitte Haskins & Sells Chartered Accountants

Firm’s Registration No. 008072S

Sathya P. Koushik Place: Bengaluru Partner Date: May 22, 2017 Membership No. 206920

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ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT (Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) (i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) The Company has a program of verification of fixed assets to cover all the items in aphased manner over a period of 3 years which, in our opinion, is reasonable havingregard to the size of the Company and the nature of its assets. Pursuant to the program,certain fixed assets were physically verified by the Management during the year.According to the information and explanations given to us, no material discrepancieswere noticed on such verification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed and deed of transferprovided to us, we report that, the title deeds, comprising all the immovable propertiesof land and buildings, are held in the name of the Company as at the balance sheetdate. Immovable properties of land and buildings whose title deeds have been pledgedas security for loans, etc. are held in the name of the Company based on theconfirmations directly received by us from lenders / parties. In respect of immovableproperties of land and buildings that have been taken on lease and disclosed asproperty plant & equipment in the Ind AS financial statements, the lease agreementsare in the name of the Company, where the Company is the lessee in the agreement.

(ii) As explained to us, the inventories were physically verified during the year by theManagement at reasonable intervals and no material discrepancies were noticed on physicalverification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, LimitedLiability Partnerships or other parties covered in the register maintained under section 189 ofthe Companies Act, 2013.

(iv) The Company has not granted any loans, made investments or provided guarantees and hencereporting under clause (iv) of the Order is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted anydeposit during the year and does not have any unclaimed deposits.

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(vi) Having regard to the nature of the Company’s business / activities, reporting under clause (vi)of the Order is not applicable.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues, includingProvident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax,Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory duesapplicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty,Value Added Tax, cess and other material statutory dues in arrears as at March 31,2017 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty,and Value Added Tax which have not been deposited as on March 31, 2017 onaccount of disputes are given below:

Name of Statute

Nature of Dues

Forum where Dispute is Pending

Period to which the Amount Relates

Amount Involved (Rs. In Lakhs)*

Income tax Act, 1961

Income tax Additional commissioner of Income tax

2006-07 15.43

Income tax Act, 1961

Income tax Additional commissioner of Income Tax

2009-10 2.68

Andhra Pradesh Sales Tax Act

Sales Tax Andhra Pradesh High court

2001-2004 14.29

Andhra Pradesh Sales Tax Act

Sales Tax Sales Tax Appellate Tribunal

2004-2009 39.94

Andhra Pradesh Sales Tax Act

Sales Tax Appellate Deputy Commissioner(Commercial taxes)

2009-10 to 2010-11

32.09

Central Sales Tax Act

Central Sales tax

Appellate Joint Commissioner of Commercial taxes.

2007-08 to 2008-09

13.59

Tamil Nadu VAT Act 2006

Sales Tax Joint Commissioner (Appeals )

2007-08 to2009-10

80.53

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TamilNadu VAT Act 2006

Sales Tax JointCommissioner -LTU

2013-14 12.64

Delhi VATAct 2004

Sales Tax AssistantCommissioner, VAT

2012-13 17.71

KVAT Act2003

Sales Tax DeputyCommissioner of Commissioner Taxes

2012-13 5.33

The Finance Act, 1994

Service Tax and penalty

The Customs, Excise and Service taxAppellate Tribunal

January 2004 to March 2005

2.69

The Finance Act, 1994

Service Tax and penalty

The Customs, Excise and Service taxAppellate Tribunal, Bangalore

July 2003- Sep 2005

136.02

The Finance Act, 1994

Service Tax and penalty

The Customs, Excise and Service taxAppellate Tribunal, Bangalore

2005-2009 14.41

TheFinance Act, 1994

ServiceTax

Commissionerof Central Excise (Appeals),Chennai

Apr 2012 –Sep 2014

1.61

The Finance Act, 1994

Service Tax and Penalty

Commissioner of Central Excise (Appeals),Chennai

2008-09 to 2012-13

248.99

Finance Act, 1994

Service Tax

Assistant Comissioner, Commercial Taxes, Special Circle II, Ernakulam

2013 -14 14.36

* net of amounts paid under protest and/or adjusted against refunds

(viii) In our opinion and according to the information and explanations given to us, the Companyhas not defaulted in the repayment of loans or borrowings to financial institutions, banks andgovernment and dues to debenture holders.

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(ix) The Company has not raised moneys by way of initial public offer or further public offer(including debt instruments) or term loans and hence reporting under clause (ix) of the Orderis not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us,no fraud by the Company and no fraud on the Company by its officers or employees has beennoticed or reported during the year.

(xi) The Company does not pay any managerial remuneration and hence reporting under clause(xi) of the Order is not applicable.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order isnot applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company isin compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, forall transactions with the related parties and the details of related party transactions have beendisclosed in the Ind AS financial statements etc. as required by the applicable accountingstandards.

(xiv) According to the information and explanations given to us, the Company has madepreferential allotment of shares and fully convertible debentures during the year under review.In respect of the above issue, we further report that:

a) the requirement of Section 42 of the Companies Act, 2013, as applicable, have beencomplied with; and

b) the amounts raised have been applied by the Company during the year for thepurposes for which the funds are raised.

(xv) In our opinion and according to the information and explanations given to us, during the yearthe Company has not entered into any non-cash transactions with its directors or directors ofits holding company or persons connected with them and hence provisions of section 192 ofthe Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank ofIndia Act, 1934.

for DELOITTE HASKINS & SELLS Chartered Accountants

(Firm Registration No. 008072S)

Sathya P.Koushik Place: Bengaluru Partner Date: May 22, 2017 Membership No. 206920

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(Rs. in Lakhs)As at March 31, As at March 31, As at April 1,Notes Page 2017 2016 2015I. ASSETS(1) Non-current assets(a) Property, Plant and Equipment 1 7 19,577.80 19,769.36 19,817.94 (b) Capital work-in-progress 359.97 303.22 127.78 (c) Other Intangible assets 2 8 44.79 56.41 262.61 (d) Financial assets:(i) Other Loans and advances 3 9 1,277.93 1,195.62 975.23 (ii) Other financial assets 4 10 1.42 1.42 1.42 (e) Non-Current tax assets (net) 1,053.31 1,129.73 860.95 (f) Deferred tax assets 9.76 9.76 9.76 (g) Other non-current assets 5 11 795.91 742.70 745.42 Total Non-current assets 23,120.89 23,208.22 22,801.11

(2) Current assets(a) Inventories 6 12 29,910.26 18,233.16 17,561.71 (b) Financial assets:(i) Trade receivables 7 13 9,768.54 3,016.06 3,689.04 (ii) Cash and cash equivalents 8 13 571.39 340.13 553.60 (iii) Other Loans and advances 3 9 1.38 0.84 3.62 (iv) Other financial assets 4 10 5,187.62 2,892.27 2,933.78 (c) Other current assets 5 11 1,639.94 955.11 917.23 Total Current assets 47,079.13 25,437.57 25,658.98 TOTAL ASSETS 70,200.02 48,645.79 48,460.09 II. EQUITY AND LIABILITIES(1) Equity(a) Equity Share capital 9 14 6,369.77 3,369.77 1,869.77 (b) Other Equity 10 15 5,999.06 7,271.20 8,578.64 Total Equity attributable to Owners of The Company 12,368.83 10,640.97 10,448.41 (2) Non-current liabilities(a) Financial liabilities:(i) Borrowings 11 16 4,027.81 3,339.38 4,069.90 (ii) Other financial liabilities 12 17 205.12 169.06 130.13 (b) Other non-current liabilities 13 18 608.10 638.71 544.85 Total Non-current liabilities 4,841.03 4,147.15 4,744.88

(3) Current liabilities(a) Financial liabilities:(i) Borrowings 11 16 27,464.58 21,030.74 17,303.32 (ii) Trade payables 14 18 19,554.67 8,171.20 9,791.58 (iii) Other financial liabilities 12 17 1,975.51 1,710.48 1,550.21 (b) Provisions 15 18 93.16 76.15 122.78 (c) Other current liabilities 16 18 3,902.24 2,869.10 4,498.91 Total Current liabilities 52,990.16 33,857.67 33,266.80 Total Liabilities 57,831.19 38,004.82 38,011.68 TOTAL EQUITY AND LIABILITIES 70,200.02 48,645.79 48,460.09

See accompanying notes forming part 1 - 19

A(1) -B(3) 5 - 28.of the financial statementsIn terms of our report attached

For DELOITTE HASKINS & SELLSChartered Accountants For and on behalf of the Board

Mayank Pareek Vaijayanti Pandit Rishi GoelCEO & ManagerSathya P. KoushikPartner Directors Vinesh Kumar Jairath Directors Jawahar Seth

Chief Financial OfficerH K Sethna Sibendra Nath Barman

Kaynaz SarbhanwalaCompany Secretary

Bengaluru, 22nd May 2017 Mumbai, 16th May 2017 Mumbai, 16th May 2017

CONCORDE MOTORS (INDIA) LIMITEDBalance Sheet as at March 31, 2017

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(Rs. in lakhs)Particulars Note Page 2016-17 2015-16

I. Revenue from Operations A(1) 5 1,12,652.10 90,965.49 II. Other Income A(1) 5 225.40 300.71 III. Total Revenue (I + II) 1,12,877.50 91,266.20 IV. Expenses :(a) Purchases of Stock-in-Trade [Refer Note 18 (B)(1)] 24 1,09,699.47 77,853.79 (b) Changes in Inventories of Stock-in-Trade (11,677.10) (671.45) (c) Employee Benefits Expense B (1) 6 5,260.41 4,423.92 (d) Finance Costs B (2) 6 3,702.90 3,238.10 (e) Depreciation and Amortisation Expense 1 & 2 7&8 827.04 937.31 (f) Other Expenses B (3) 6 9,620.16 9,916.56 (g) Expenditure transferred to capital and other accounts (29.49) (129.56)

Total Expenses 1,17,403.39 95,568.67 V. (Loss) before Tax (III - IV) (4,525.89) (4,302.47) VI. Tax Expense :(a) Current Tax - - (b) (Less)/Add: Minimum Alternate Tax (credit)/Reversal - - (c) Deferred Tax - - - - VII. (Loss) after tax (V - VI) (4,525.89) (4,302.47)

VIII. Other Comprehensive income (A) (i) Items that will not be reclassified to profit and loss:(a) Remeasurements defined benefit obligations [(net) loss/(gains)] 14.01 4.97 IX Total comprehensive income/(Loss) for the year (VII+VIII) (4,539.90) (4,307.44) X Earnings Per Equity Share : [Refer Note 18(C)(1) ] 26

(i) Basic (In. Rs.) (7.10) (15.57) (ii) Diluted (In. Rs.) (7.10) (15.57)

XI See accompanying notes forming part of the 1 - 19

A(1) -B(3) 5 - 28financial statements

In terms of our report attachedFor DELOITTE HASKINS & SELLSChartered Accountants Mayank Pareek Vaijayanti Pandit Rishi GoelCEO & Manager

Sathya P. KoushikPartner Vinesh Kumar Jairath Jawahar Seth

Directors Directors Chief Financial Officer

Kaynaz SarbhanwalaCompany SecretaryH K Sethna Sibendra Nath Barman

Bengaluru, 22nd May 2017 Mumbai, 16th May 2017 Mumbai, 16th May 2017

CONCORDE MOTORS (INDIA) LIMITEDStatement of Profit and Loss for the year ended March 31, 2017

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(Rs. in lakhs)

2015-16A. Cash flow from Operating ActivitiesLoss before tax ........................………………………………………………………………………………………………………………………….. (4,525.89) (4,302.47) Adjustments for:Depreciation / amortisation............................................................................................................................................. 827.04 937.31 Loss/(gain) on sale of assets (net) ................................................................................................................................. (1.14) 0.89 Interest (net) .......................................................................………………………………………………………………………………….. 3,270.99 2,728.01

Amounts no longer required written back…………………………………………………………………… - (90.51) Effect of amortisation of financial assets valued at amortised cost……………………………………………………………. 124.66 112.31 Effect of amortisation of financial Liability valued at amortised cost…………………………………………………………. 1.36 2.38 Provision for Preference Dividend…………………………………………………………………………………………………………………. 205.15 207.00 Provision for doubtful trade receivables and advances……………………………………………………………………………….. 64.21 200.38 4,492.27 4,097.77 Operating Profit before Working Capital changes.....…………………………………………………………………………………… (33.62) (204.70) Adjustments for:Inventories…………………………………………………………………………………………………………………………………………………….. (11,677.10) (671.45) Trade receivables…………………………………………………………………………………………………………………………………………… (6,917.19) 519.28 Short term Loans and advances…………………………………………………………………………………………………………………….. (0.54) 2.78 Long term Loans and advances……………………………………………………………………………………………………………………. (84.97) (227.99) Short term Other financial assets………………………………………………………………………………………………………………… (2,189.93) 7.36 Other current assets………………………………………………………………………………………………………………………………………. (689.75) (5.30) Other non-current assets……………………………………………………………………………………………………………………………….. (32.69) 14.27 Trade payables………………………………………………………………………………………………………………………………………………. 11,383.47 (1,620.38) Short term Other financial liabilities…………………………………………………………………………………………………………….. - (8.50) Long term Other financial liabilities……………………………………………………………………………………………………………… 1.36 2.37 Other current Liability…………………………………………………………………………………………………………………………………… 1,033.14 (1,629.81) Other non-current Liability…………………………………………………………………………………………………………………………… (30.61) 93.86 Short-term Provisions...........................................................................................…………………………………………………… 3.00 (6.18) Long-term Provisions...........................................................................................……………………………………………………… - - (9,201.81) (3,529.69) Cash generated from operations..........................................………………………………………………………………………………. (9,235.43) (3,734.39) Income taxes Refund/ (paid) (net)…………………………………………………………………………………………………………… 76.42 (268.78) Net Cash used in Operating Activities……………………………………………………………………………………………………………. (9,159.01) (4,003.17)

B. Cash Flow from Investing ActivitiesPurchase of fixed assets....................................................................…………………………………………………………………… (754.44) (887.62) Sale of fixed assets............................................................................…………………………………………………………………….. 10.38 3.20 Interest received.................................................................................……………………………………………………………………. 103.40 196.00 Net Cash used in Investing Activities……………………………………………………………………… (640.66) (688.42) C. Cash Flow from Financing ActivitiesProceeds from issuance of share capital - 4,500.00 Proceeds from issuance of Convertible debenture instrument 7,800.00 - Repayment of long-term borrowings…………………………………………………………… (730.52) (730.52) Increase/(Decrease) in short term borrowings (net)(with maturity up to three months)……………………………. 6,433.84 3,727.42 Interest paid………………………………………………………………………………………………………………………………………………….. (3,472.39) (3,018.78) Net Cash from Financing Activities……………………………………………………………………………………………………………….. 10,030.93 4,478.12 Net Increase / (Decrease) in Cash and cash equivalents……………………………………………………………………………… 231.26 (213.47) Cash and cash equivalents at the beginning of the year …………………………………………………………………………….. 340.13 553.60 Cash and cash equivalents at the end of the year ( Refer Note 8) …………………………………………………………. 571.39 340.13

Previous period figures have been restated, wherever necessary, to conform to current period classification.

In terms of our report attachedFor DELOITTE HASKINS & SELLSChartered Accountants

Mayank Pareek Vaijayanti Pandit Rishi GoelCEO & ManagerSathya P. KoushikPartner Jawahar Seth Directors Vinesh Kumar Jairath Directors Chief Financial Officer

Kaynaz SarbhanwalaH K Sethna Sibendra Nath Barman Company Secretary

Bengaluru, 22nd May 2017 Mumbai, 16th May 2017 Mumbai, 16th May 2017

CONCORDE MOTORS (INDIA) LIMITED Cash Flow Statement for the year ended March 31, 2017

2016-17

For and on behalf of the Board

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Amount ( Rs inLakhs)(A) Share CapitalBalance as at April 1, 2015 1,869.77 Add : Shares issued during the year 1,500.00 Balance as at March 31, 2016 3,369.77 Add : Shares issued during the year 3,000.00 Balance as at March 31, 2017 6,369.77

(B) Other Equity

Securities Premium Account General Reserve

Retained EarningsBalance as at April 1, 2015 - - 1,896.90 942.91 5,738.83 - 8,578.64

Share application money received 3,000.00 3,000.00 Profit for the year (4,302.47) (4,302.47) Other comprehensive income (4.97) (4.97) Balance as at March 31, 2016 3,000.00 - 1,896.90 942.91 1,436.36 (4.97) 7,271.20 Balance as at April 1, 2016 3,000.00 - 1,896.90 942.91 1,436.36 (4.97) 7,271.20 Equity portion included under compulsorilyconvertible debentures ( CCDs) 6,267.76 6,267.76 Shares issued against share application money (3,000.00) (3,000.00) Profit for the year (4,525.89) (4,525.89) Other comprehensive income (14.01) (14.01) Balance as at March 31, 2017 - 6,267.76 1,896.90 942.91 (3,089.53) (18.98) 5,999.06

In terms of our report attachedFor DELOITTE HASKINS & SELLS Mayank Pareek Vaijayanti Pandit Rishi GoelChartered Accountants CEO & Manager

Sathya P. Koushik Directors Vinesh Kumar Jairath Directors Jawahar Seth Partner Chief Financial Officer

H K Sethna Sibendra Nath Barman Kaynaz SarbhanwalaCompany Secretary

Bengaluru, 22nd May 2017 Mumbai, 16th May 2017 Mumbai, 16th May 2017

Statement of Changes in Equity for the year ended March 31, 2017CONCORDE MOTORS (INDIA) LIMITED

TOTALPARTICULARS

Share Application

Money pending allotment

Equity portion of Compound instrument

Reserves and surplusOther

Comprehensive income

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Notes forming part of the Profit and Loss Statement

(Rs. in lakhs)NOTE - A(1) 2016-17 2015-16Total Revenue1. Revenue from Operations

(a) Sale of Traded Goods (Refer Note 1 below) 1,05,521.02 83,250.60 (b) Sale of Services (Servicing of automobiles) 5,002.02 5,276.49 (c) Other operating revenues (Note 2 below) 2,129.06 2,438.40

1,12,652.10 90,965.49 2. Other income(a) Interest income 103.40 196.00 (b) Interest Income on Financial assets carried at amortised cost 122.00 104.71

225.40 300.71

2016-17 2015-16Notes :

(1) (i) Sale of automobiles 97,513.90 75,415.00 (ii) Spare Parts and Accessories for automobiles 8,007.12 7,835.60 1,05,521.02 83,250.60

(2) Includes :(i) Financial Services and Sales Commission 1,700.98 1,267.15 (ii) Handling charges and sale of scrap 130.92 871.13 (iii) Rental income 52.88 53.03 (iv) Amounts no longer required written back - 90.51 (v) Miscellaneous receipts 244.28 156.58

2,129.06 2,438.40

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Notes forming part of the Profit and Loss Statement(Rs. in lakhs)

NOTE - B (1) 2016-17 2015-16 Employee Benefits Expense(a) Salaries, wages and bonus 4,798.45 4,022.75 (b) Contribution to provident and other funds 204.89 168.38 (c) Staff welfare expenses 257.07 232.79

5,260.41 4,423.92

NOTE - B (2) 2016-17 2015-16 Finance Cost(a) Interest :

(i) On Borrowings 2,453.78 2,327.60 (ii) On Preference Share Capital 205.15 207.00 (iii) Others 1,043.97 703.50

3,702.90 3,238.10

NOTE - B (3) 2016-17 2015-16 Other Expenses(a) Consumption of stores and spare parts 321.67 281.78 (b) Power and fuel 459.15 472.96 (c) Rent [Refer note 18(B)(3)] 3,186.93 2,688.67 (d) Repairs and maintenance - buildings , plant and machinery and others 227.16 222.19 (e) Insurance 167.95 117.05 (f) Rates and taxes 249.98 193.28 (g) Publicity 404.04 378.09 (h) Job Work Charges 966.19 1,052.16 (i) Outsourced Services 870.67 1,797.53 (j) Other operating expenses 2,702.21 2,512.47 (k) Provision for doubtful trade receivables/advances 64.21 200.38 9,620.16 9,916.56

Note : Other operating expenses includes Loss on scraped capital asset and Profit/(loss) on sale of fixed assets of Rs.1.14 Lakhs [ Previous year - (Rs. 0.89) Lakhs]. Major Expenses grouped under Other Operating Expenses includes Handling Expenses Rs 518.20 Laks [ Previous Year - Rs 449.78 Laks], Security Expenses Rs 455.58 Laks [Previous Year - Rs. 500.78 Laks] and House Keeping Expenses Rs 305.07 Laks [Previous Year - Rs 351.43 Laks]

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Note No. 1 - Property, Plant and equipment

ParticularsOffice

Equipments* Vehicles* Total

Own UseGiven under

operating lease Own Use

Given under operating

lease Own UseGiven under

operating lease Own Use

Given under operating

lease Own UseGiven under

operating lease

Gross BlockAt April 1, 2015 14,655.69 367.47 2,286.54 110.31 2,338.86 1.54 133.49 521.34 8.82 419.56 1,572.54 9.45 22,425.61 Additions - 15.21 - 155.82 - 32.44 110.65 - 130.15 190.03 - 634.30 Disposals/ adjustments - - - (4.41) - (0.17) (0.94) - (28.11) (5.00) - (38.63) At March 31, 2016 14,655.69 367.47 2,301.75 110.31 2,490.27 1.54 165.76 631.05 8.82 521.60 1,757.57 9.45 23,021.28 At April 1, 2016 14,655.69 367.47 2,301.75 110.31 2,490.27 1.54 165.76 631.05 8.82 521.60 1,757.57 9.45 23,021.28 Additions - 4.74 318.38 - 16.05 53.55 - 50.19 181.37 624.28 Disposals/ adjustments - (2.66) (37.10) - (1.88) (0.30) - (19.70) (83.14) - (144.78) At March 31, 2017 14,655.69 367.47 2,303.83 110.31 2,771.55 1.54 179.93 684.30 8.82 552.09 1,855.80 9.45 23,500.78 Accumulated DepreciationAt April 1, 2015 - - 258.68 14.05 1,068.22 0.55 73.30 245.08 3.63 204.98 735.40 3.78 2,607.67 Depreciation Expense - - 76.62 5.14 166.26 0.12 23.81 45.00 1.22 102.90 250.15 0.84 672.06 Disposals/ adjustments - - - - (1.77) (0.07) (0.69) (25.28) (27.81) At March 31, 2016 - - 335.30 19.19 1,232.71 0.67 97.04 289.39 4.85 282.60 985.55 4.62 3,251.92 At April 1, 2016 - - 335.30 19.19 1,232.71 0.67 97.04 289.39 4.85 282.60 985.55 4.62 3,251.92 Depreciation Expense - - 80.21 6.08 268.64 0.61 25.06 46.75 0.38 114.46 263.57 0.84 806.60 Disposals/ adjustment - - (2.66) - (37.10) - (1.88) (0.26) - (10.50) (83.14) - (135.54) At March 31, 2017 - - 412.85 25.27 1,464.25 1.28 120.22 335.88 5.23 386.56 1,165.98 5.46 3,922.98 Net Block March 31, 2017 14,655.69 367.47 1,890.98 85.04 1,307.30 0.26 59.71 348.42 3.59 165.53 689.82 3.99 19,577.80 Net Block March 31, 2016 14,655.69 367.47 1,966.45 91.12 1,257.56 0.87 68.72 341.66 3.97 239.00 772.02 4.83 19,769.36 Net Block April 1, 2015 14,655.69 367.47 2,027.86 96.26 1,270.64 0.99 60.19 276.26 5.19 214.58 837.14 5.67 19,817.94 *Owned unless otherwise stated

(Rs. in lakhs)Plant and Machinery* Furniture and fixtures* Leasehold Improvements*

Notes forming part of the Balance Sheet

Building*Land*

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Notes forming part of the Balance SheetNote No. 2 - Other Intangible AssetsParticulars Software* Goodwill* TotalGross BlockAt April 1, 2015 143.31 337.50 480.81 Additions 59.05 - 59.05 Disposals/ adjustments (337.50) (337.50) At March 31, 2016 202.36 - 202.36 At April 1, 2016 202.36 - 202.36 Additions 8.82 - 8.82 Disposals/ adjustments - - - At March 31, 2017 211.18 - 211.18 Accumulated DepreciationAt April 1, 2015 128.44 89.76 218.20 Depreciation Expense 17.51 247.74 265.25 Disposals/ adjustments (337.50) (337.50) At March 31, 2016 145.95 - 145.95 At April 1, 2016 145.95 - 145.95 Depreciation Expense 20.44 - 20.44 Disposals/ adjustment - - - At March 31, 2017 166.39 - 166.39 Net Block March 31, 2017 44.79 - 44.79 Net Block March 31, 2016 56.41 - 56.41 Net Block April 1, 2015 14.87 247.74 262.61 *Owned unless otherwise stated

(Rs. in lakhs)

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NOTE - 3 As at As at As atFinancial assets March 31, March 31, April 1,2017 2016 2015Long term Loans and advances

(a) Lease Deposit Commercial 1,165.08 1,095.29 895.17 (b) Others 112.85 100.33 80.06 1,277.93 1,195.62 975.23

As at As at As atMarch 31, March 31, April 1,2017 2016 2015Short - term Loans and advances

(a) Advances and other receivables 1.38 0.84 3.62 1.38 0.84 3.62

Notes forming part of the Balance Sheet

(Rs. in lakhs)

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NOTE - 4 As at As at As atOther financial assets March 31, March 31, April 1,2017 2016 2015Non-current(a) Others - Deposit with Bank 1.42 1.42 1.42

1.42 1.42 1.42

As at As at As atMarch 31, March 31, April 1,2017 2016 2015Current(a) Deposit with Bank 80.99 71.85 - (b) Unbilled Cost 11.83 122.87 71.71 (c) Amounts Recoverable from Related Parties 5,139.09 2,968.42 3,320.19 (d) Others 283.71 162.56 98.19 5,515.62 3,325.70 3,490.09 Less :- Provision for Doubtful Current Assets 328.00 433.43 556.31

5,187.62 2,892.27 2,933.78

Movement in allowances for doubtful Current AssetsBalance at beginning of the year 433.43 556.31 - Provision during the year 556.31 Reversed during the year (105.43) (122.88)Balance at end of the year 328.00 433.43 556.31

Notes forming part of the Balance Sheet

(Rs. in lakhs)

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As at As at As atNOTE - 5 March 31, March 31, April 1,Other Assets 2017 2016 2015Non-current

(a) Capital Advances - Unsecured 56.26 35.74 24.19 (b) Statutory deposits and dues from government 301.10 210.57 268.40 (c) Prepaid Rent Expenses 438.55 496.39 452.83 795.91 742.70 745.42

As at As at As atMarch 31, March 31, April 1,2017 2016 2015Current (a) Security deposits - 4.00 48.00 (b) Prepaid Rent Expenses 112.85 123.23 112.31 (c) Prepaid expenses 83.07 121.10 108.19 (d) VAT, other taxes recoverable, statutory deposits and dues from government 1,261.77 563.64 486.06 (e) Advance to suppliers others including imprest Advances etc.Unsecured, considered good 182.25 143.14 162.67 Doubtful 28.09 23.18 55.75 1,668.03 978.29 972.98 Less: Allowance for doubtful advances 28.09 23.18 55.75 1,639.94 955.11 917.23

Movement in allowances for Advance to suppliers othersBalance at beginning of the year 23.18 55.75 12.12Provision during the year 4.91 - 43.63 Reversed during the year - (32.57) - Balance at end of the year 28.09 23.18 55.75

Notes forming part of the Balance Sheet

(Rs. in lakhs)

(Rs. in lakhs)

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NOTE - 6 As at As at As atMarch 31, March 31, April 1,2017 2016 2015Inventories(a) Stock-in-trade -Automobiles, Spare Parts and Accessories for automobiles 22,467.01 16,434.16 13,903.65 (b) Goods-in-transit (i) Automobiles 7,263.19 1,673.85 3,523.57 (ii) Spare Parts and Accessories for automobiles 180.06 125.15 134.49 7,443.25

29,910.26 18,233.16 17,561.71

The mode of valuation of inventories has been stated in Note 17 (i)

The Cost of Inventories recognised as an expense Rs. 285.21 Laks (for the year ended March 31, 2016 Rs. 248.63 Laks) in respect ofwrite down of inventory to net realisable value.

Notes forming part of the Balance Sheet

(Rs. in lakhs)

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NOTE - 7 As at As at As atMarch 31, March 31, April 1,Trade Receivables 2017 2016 2015CurrentUnsecured considered good 9,768.54 3,016.06 3,689.04 Doubtful 408.96 244.23 525.98 10,177.50 3,260.29 4,215.02 Less : Allowances for doubtful trade receivables 408.96 244.23 525.98 9,768.54 3,016.06 3,689.04

As at As at As atAge of Receivables March 31, March 31, April 1,2017 2016 20151-30 Days past dues 6045.49 1744.33 1889.0831-60 days past dues 1680.79 509.80 700.2861-90 days past dues 315.05 237.27 215.44More than 90 days past dues 2136.17 768.89 1,410.22 Movement in allowances for doubtful trade receivablesBalance at beginning of the year 244.23 525.98 259.15 Provision during the year 164.73 153.70 266.83 write back/(written off) during the year - (435.45) - Balance at end of the year 408.96 244.23 525.98Credit RiskThe Concentration of Credit Risk is limited due to the fact that the customer base is large

As at As at As atNOTE - 8 March 31, March 31, April 1,2017 2016 2015(A) Cash and cash equivalents

(a) Cash on hand (Refer below Note) 97.25 123.52 179.76 (b) Cheques, drafts on hand 292.38 167.13 230.86 (c) Balance with banks 181.76 49.48 142.98 Cash and cash equivalents 571.39 340.13 553.60 Cash and cash equivalents as per Statement of Cash flow 571.39 340.13 553.60

Note :-Disclosure on Specified Bank Notes

(Amount in Rs.)

ParticularsClosing Cash in hand as on November 08, 2016Add : Permitted ReceiptsLess : Permitted PaymentsLess : Amount Deposited in BanksClosing Cash in hand as on December 30, 2016 70,95,500 -

Notes forming part of the Balance Sheet

(Rs. in lakhs)

During the year, the company had specified bank note and other denomination note as defined in the MCA notification G.S.R. 308( E) dated March 31, 2017. Details of specified bank notes ( SBN) held and transacted during the period from November 8, 2016 to December 30, 2016, the denomination wise SBNs and other notes as per the notification is given below:

SBNOther

Denomination Notes1,09,775 381,33,610 92,26,432

75,59,000 - 4,63,500 244,55,421 45,61,532

Total76,68,775 381,33,610 96,89,932 315,50,921 45,61,532

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NOTE - 9 As at As at As atMarch 31, March 31, April 1,2017 2016 2015Equity Share Capital(a) Authorised :10,00,00,000 Ordinary shares of ₹10 each 10,000.00 7,500.00 2,300.00 (as at March 31, 2016: 7,50,00,000 Ordinary shares of ₹10 each)(as at April 1, 2015: 2,30,00,000 Ordinary shares of ₹10 each)

10,000.00 7,500.00 2,300.00

(b) Issued, subscribed and fully paid :6,36,97,694 Ordinary shares of ₹10 each 6,369.77 3,369.77 1,869.77 (as at March 31, 2016: 3,36,97,694 Ordinary shares of ₹10 each)(as at April 1, 2015: 1,86,97,694 Ordinary shares of ₹10 each)6,369.77 3,369.77 1,869.77

As at As at As at As atMarch 31, March 31, March 31, March 31,2017 2017 2016 2016The movement of number of shares and share capitalFully paid equity shares (No. of shares) (Rs. in lakhs) (No. of shares) (Rs. in lakhs)Balance as at April 1 336,97,694.00 3,369.77 186,97,694.00 1,869.77 Add : Rights issue of shares 300,00,000.00 3,000.00 150,00,000.00 1,500.00 Closing number of shares 636,97,694.00 6,369.77 336,97,694.00 3,369.77

Details of Shares held by Parent Company and its nominees As at As at As atMarch 31, March 31, April 1,2017 2016 2015Fully paid ordinary shares held by TATA Motors Limited 6,36,97,694 3,36,97,694 1,86,97,694

As at As at As atShares in the Company held by each shareholder holding more than 5 percent shares March 31, March 31, April 1,2017 2016 2015(a) Tata Motors Limited 6,36,97,694 3,36,97,694 1,86,97,694

Notes forming part of the Balance Sheet

(Rs. in lakhs)

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NOTE - 10Other Equity

(a) 6,267.76 - - ( Refer Note (i) below)(b) Securities Premium Account 1,896.90 1,896.90 1,896.90 (c) General Reserve 942.91 942.91 942.91 (d) Share Application Money Pending allotmentBalance as at April 1 3,000.00 - - Add :- Received During the year - 3,000.00 - Less :- Shares issued during the year 3,000.00 - - Balance as at March 31 - 3,000.00 - (d) Retained Earnings (refer note ii below ) (3,089.53) 1,436.36 5,738.83 (e) Other Comprehensive incomeAdjustment for Actuarial Gains & Losses (18.98) (4.97) -

5,999.06 7,271.20 8,578.64

Note :(i)

(a) aggregate monies received on issue of CCDs and(b) the present value of liabilities towards the coupon rate of interest, payable over the tenor of the CCDs.The present value of the expected interest payouts is disclosed as a financial liability under the head CCD:Current portion of CCDs Rs. 364.43 LakhsNon current portion Rs. 1,167.81 Lakhs

(ii)Retained EarningsBalance at the beginning of the year(Loss) / Profit for the year 1,436.36 (3,089.53)

The company has issued compulsorily convertible debentures (CCDs) aggregating to Rs. 7800 lakhs in March 2017. These unsecured CCDs carry a coupon of 5% interest payable semi annually. The debentures are compulsorily convertible to equity shares after period of 5 years from the date of allotment of CCDs and each CCD shall convert into one equity share. The equity portion embedded in the above CCDs have been determined as the difference between the

March 31,2017

Equity portion included under compulsorily convertible debentures ( CCDs)

Year Ended March 31, 2016Year Ended March 31,

2017 1,436.36 5,738.83 (4,525.89) (4,302.47)

Notes forming part of the Balance Sheet

(Rs. in lakhs)As at

March 31,2016

As atApril 1,2015

As at

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NOTE - 11 As at As at As atBorrowings March 31, March 31, April 1,2017 2016 2015Non-currentSecured:

(i) from banks [Note (i) below] - 179.38 609.90 (ii) other parties [Note (ii) below] 425.00 725.00 1,025.00 (B) Unsecured:Redeemable cumulative preference shares (Refer Note -(iv) Below ) 2,435.00 2,435.00 2,435.00 Liability portion included under compulsorily convertible debentures ( CCDs) 1,167.81 ( Refer Note 10 (i) 4,027.81 3,339.38 4,069.90

Note:

(i)

(ii)

(iii)Unsecured Loans:(iv)

As at As at As atMarch 31, March 31, April 1,2017 2016 2015Current(A) Secured(a) Loans repayable on demand(i) from banks [Note (i)(a)below] 10891.80 3868.73 3475.61(ii) from others [Note (i)(b) below] 7976.11 9823.04 7628.80(b) Loans from related party [ Note (ii) below] 596.67 838.97 1198.91

19464.58 14530.74 12303.32(B) Unsecured:(a) From banks 2000.00 - - (b) Deposits from Shebha Properties Ltd [Refer Note 18 (A)(2)] - 400.00 400.00(c) Deposits from TATA Motors Ltd [Refer Note 18 (A)(2)] 5000.00 5000.00 3500.00(d) Deposits from TML Distribution Company Limited [Refer Note 18 (A)(2)] 1000.00 1100.00 1100.00

8000.00 6500.00 5000.00Total (A+B) 27464.58 21030.74 17303.32

Secured loans(i)(a) Secured by way of First Pari Passu charge on all the stocks & book debts of the company both present & future.(b)

(ii)(iii) The Interest rates ranges from 8.90% to 11.00% per annum.

Term Loans are Secured by exclusive first charge on building and all movable fixed assets of the Company.

Notes forming part of the Balance Sheet

(Rs. in lakhs)

The Company has taken Term Loans of Rs.2000 Lakhs from HDFC Bank Ltd. These loans are repayable in 56 Monthly installments ending on 3rd August2017. The rate of interest is 12% per annum.The Company has taken Term Loan of Rs.1500 Lakhs from TATA Capital Ltd. This loan is repayable in 60 Monthly installments ending on 10th August2019. The rate of interest is 12% per annum.

Secured by Pari passu charge along with HDFC Bank on all the present and future current assets including book debts, stock in trade, outstandingmonies receivables, claims and bills which are now due and owing to the Borrower

Loans from related party consists of loan taken from Tata Motors Finance Limited. The loan is secured by lien on Test drive vehicles and lien on NewCars which are financed through the loan.

7 % Cumulative Redeemable Preference Shares of Rs.100 each, fully paid-up, allotted on October 21, 2004 has been due for redemption on20th October 2014. It has been rolled over for further 10 years and shall be redeemable on or before 20 October 2024.These shares are redeemable at par at the end of 10 years from the date of rollover, with an option to the Company to redeem it at anytime from the date of rollover, if mutually agreed upon between the Preference Shareholders and the Company, on the original terms of the preference share issue.These redeemable cumulative preference shares do not contain any equity component and are classified as financial liabilities in their entirety.

The following rights shall be attached to the preference shares aforesaid, inter se, as hereinafter provided, Viz:

(i) In repayment of the capital paid up or credited as paid up on the 7% cumulative redeemable preference shares.(ii) In repayment of the capital paid-up or credited as paid up on the equity shares.(iii) The residue, if any, shall be divided amongst the holders of the equity shares in proportion to the amount paid up on such shares.

Details of security given for the above items:

(a) The profits of the company, which the Directors shall from time to time determine to distribute as dividend, shall be applied first in payment of fixedcumulative preferential dividend at the rate of 7% (seven per cent) per annum, subject to income tax, if any, on the cumulative redeemable preferenceshares according to the amounts paid-up thereon and subject thereto in payment of a dividend at such rate as may be determined from time to time onthe equity shares.(b) In a winding up, the assets of the company (including Capital uncalled at the commencement of the winding up) remaining after paying anddischarging the debts and liabilities of the company and the cost of winding up shall be applied in the following order of priority:

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NOTE - 12 As at As at As atOther Financial liabilities: March 31, March 31, April 1,2017 2016 2015Non-current(a) Lease deposit (Refer Note -(i) Below ) 31.62 30.26 27.89 (c) Tax on Preference Dividend Payable 173.50 138.80 102.24

205.12 169.06 130.13

Note (i) :-Lease Deposit Includes Payable to Related Party 15.62 14.39 13.26

As at As at As atCurrent March 31, March 31, April 1,2017 2016 2015(a) Current maturities of Long - term borrowing [Refer notes given under 11] 479.38 730.52 730.52 (b) Liability portion included under compulsorily convertible debentures ( CCDs) 364.43 - - ( Refer Note 10 (i)(c) Interest accrued 998.32 802.51 619.75 (d) Creditors for Capital Supplies \ Services 133.38 177.45 199.94

1,975.51 1,710.48 1,550.21

Notes forming part of the Balance Sheet

(Rs. in lakhs)

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NOTE - 13 As at As at As atMarch 31, March 31, April 1,2017 2016 2015Other non-current liabilities(a) Long term portion of Straight Lining of Rental expenses 606.51 636.05 540.86 (c) Unamortised Rent Income 1.59 2.66 3.99

608.10 638.71 544.85

As at As at As atNOTE - 14 March 31, March 31, April 1,2017 2016 2015Trade payables

(a) Trade payables 19,554.67 8,171.20 9,791.58 19,554.67 8,171.20 9,791.58

Other than above purchases, the average credit period is 0-30 days .

As at As at As atMarch 31, March 31, April 1,NOTE - 15 2017 2016 2015Current(a) Liability towards gratuity (Refer Note 17(n)(i)) 23.24 17.55 29.27 (b) Provision for Compensated Absences (Refer Note 17(n)(iii)) 69.92 58.60 48.09 (c) Provision for Contingencies - - 45.42

93.16 76.15 122.78

NOTE - 16 As at As at As atMarch 31, March 31, April 1,2017 2016 2015Other current liabilities(a) Advance from Customers 3,074.72 1,813.28 3,244.55 (b) Statutory dues (VAT, Excise, Service Tax, Octroi etc) 781.83 1,003.30 1,199.75 (c) Income received in Advance - - 29.25 (d) Short term portion of Straight Lining of Rental expenses 44.63 51.20 23.26 (e) Unamortised Rent Income 1.06 1.32 2.10 3,902.24 2,869.10 4,498.91

Notes forming part of the Balance Sheet

(Rs. in lakhs)

The credit period on purchases of cars from TATA Motors Limited and TML Distribution Limited is 0-21 days , interest is charged at 11% p.a to 15% p.a on the outstanding balance.

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17 Notes to Financial Statements1 Background and operations

2 Significant accounting policies a Statement of compliance

b Basis of preparation

c Use of estimates and judgments

d Revenue recognition i) Sale of products

ii) Rendering of Servicesiii) Interest Income

e Cost recognition

f Provisions

g Income taxes

CONCORDE MOTORS (INDIA) LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017

Costs and expenses are recognized when incurred and are classified according to their nature.

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probablethat an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-taxrate that reflects current market assessments of the time value of money and the risks specific to the liability.

Income tax expense comprises current and deferred taxes. Income tax expense is recognized in the statement of profit or loss except when they relate to items thatare recognized outside profit or loss (whether in other comprehensive income or directly in equity), in which case tax is also recognized outside profit or loss. Current income taxes are determined based on respective taxable income of each taxable entity and tax rules applicable for respective tax jurisdictions. Deferred Tax Assets include minimum Alternate Tax (MAT) paid in accordance with tax laws in India, which is likely to give future economic benefit in the form ofavailability of set off against future income tax liability. Accordingly, MAT is recognized as an deferred tax asset in the Balance Sheet when it is probable that futureeconomic benefit associated with it will flow to the Company.Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of assets and liabilities andtheir respective tax bases, and unutilized business loss and depreciation carry-forwards and tax credits. Such deferred tax assets and liabilities are computedseparately for each taxable entity and for each taxable jurisdiction. Deferred tax assets are recognized to the extent that it is probable that future taxable income willbe available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilized. Deferred tax assets and liabilities are measured based on the tax rates that are expected to apply in the period when the asset is realized or the liability is settled,based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate toincome taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Concorde Motors (India) Limited (’CMIL’), formerly known as Minicar (India) Limited, was incorporated in January 1972 under the Companies Act, 1956. The Company isprimarily engaged in the business of sales and servicing of passenger cars and sale of automobile parts and accessories. Its Parent and ultimate holding company is TataMotors Limited.

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as “Ind AS”)notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2016. Previous period have been restated to Ind AS. In accordancewith Ind AS 101 First-time Adoption of Indian Accounting Standard, the Company has presented a reconciliation from the presentation of financial statements underAccounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (“Previous GAAP”) to Ind AS of Shareholders’ equity as at March 31, 2016and April 1, 2015 and of the comprehensive net income for the year ended March 31, 2016. These financial statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read withSection 133 of the Companies Act, 2013. The date of transition to Ind AS is April 1, 2015.

The financial statements have been prepared on historical cost basis except for certain financial instruments measured at fair value. The financial statements havebeen prepared on a going concern basis, based on management’s assessment of raising adequate finances for the Company and expected cash flows frommanagement’s business plans and anticipated outcome of the marketing initiatives undertaken by the Company. The Company believes that with a combination ofthe above mentioned mitigation plans and the continuing financial support expected to be received from the holding Company (Tata Motors Limited), it would beable to meet all its obligations in the normal course of business.The preparation of financial statements in conformity with Ind-AS requires management to make judgments, estimates and assumptions, that affect the applicationof accounting policies and the reported amounts of assets, liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of thesefinancial statements and the reported amounts of revenues and expenses for the years presented. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed at each balance sheet date. Revisions to accounting estimates are recognized in the period in which the estimateis revised and future periods affected.In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effecton the amounts recognized in the financial statements are included in the following notes:

i) Property, plant and equipment ii) Recoverability/recognition of deferred tax assets

iii) Assets and obligations relating to employee benefits

Revenue is measured at fair value of consideration received or receivable.The Company recognizes revenues on the sale of products, net of discounts, when title and risks and rewards of ownership pass to the customer. Revenues are recognized when collectability of the resulting receivable is reasonably assured. Incentives are recognized when there is reasonable assurance that the Company will comply with the conditions and the incentive will be received. Incentives arerecorded at fair value where applicable.Revenues from services are recognized when services are rendered and related costs are incurred.Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Company and the amount of income can bemeasured reliably. Interest Income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

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h Earnings per share

i Inventories

j

Type of Asset3 to 50 years Over 20 years Computers and other IT assets 4 years Vehicles 4 years Furniture, fixtures and office

appliances 4 to 15 yearsComputer software 3-5 years

k Intangible assets

l Leases As a Lessor

As a Lessee

m Impairment

Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. Capital-work-in-progress includes capital advances

Intangible assets purchased are measured at cost or fair value as of the date of acquisition where applicable less accumulated amortization and accumulatedimpairment, if any. The amortization period for intangible assets with finite useful lives is reviewed at least at each year-end. Changes in expected useful lives are treated as changesaccounting estimates.Software not exceeding Rs.5,000 are charged off to the Statement of Profit and Loss as and when required.

At the inception of a lease, the lease arrangement is classified as either a finance lease or an operating lease, based on the substance of the lease arrangement. Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognized as operating leases. Leaserentals under operating leases are recognized in the Statement of Profit and Loss on a straight-line basis.

Property, plant and equipment and other intangible assets At each balance sheet date, the Company assesses whether there is any indication that any property, plant and equipment and intangible assets with finite lives maybe impaired. If any such impairment exists the recoverable amount of an asset is estimated to determine the extent of impairment, if any. Where it is not possible toestimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Intangible assets not yet available for use, are tested for impairment annually at each balance sheet date, or earlier, if there is an indication that the asset may beimpaired. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to theirpresent value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which theestimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generatingunit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of profit and loss.

Property, plant and equipment (PPE)

Rental income from operating leases is generally recognised on a straight-line basis over the term of the relevant lease. Where the rentals are structured solely toincrease in line with expected general inflation to compensate for the Company's expected inflationary cost increases, such increases are recognised in the year inwhich such benefits accrue. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset andrecognised on a straight-line basis over the lease term.

Basic earnings per share has been computed by dividing net income by the weighted average number of shares outstanding during the year. Partly paid up sharesare included as fully paid equivalents according to the fraction paid up. Diluted earnings per share has been computed using the weighted average number of sharesand dilutive potential shares, except where the result would be anti-dilutive.

Inventories of cars, demo cars, accessories and parts are valued at lower of cost and net realizable value. Cost represents actual cost of purchase in case of cars andweighted average cost in case of accessories, parts, stores and spares adjusted for indirect taxes.Net realizable value represents the estimated selling price forinventories less all estimated costs of completion and costs necessary to make the sale.

( A) Property, plant and equipment are stated at cost of acquisition or construction less accumulated depreciation less accumulated impairment, if any. Freehold land is measured at cost and is not depreciated.Cost of PPE includes purchase price, taxes and duties, labor cost and direct overheads for self-constructed assets and other direct costs (including attributableborrowing costs) incurred up to the date the asset is ready for its intended use.Tangible assets not exceeding Rs 5000 are charged off to the statement of Profit and loss.(B) Depreciation is provided on the Straight Line Method (SLM) over the estimated useful lives of the assets considering the nature, estimated usage, operatingconditions, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance support. Taking into account these factors,the Company has decided to retain the useful life hitherto adopted for various categories of fixed assets, which are different from those prescribed in Schedule II ofthe Companies Act, 2013. Estimated useful lives of assets are as follows:

Estimated useful life Leasehold Land amortized over the period of the lease Buildings, Plant, machinery and equipment other than Computer Hardware

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n Employee benefits

o Borrowing Costs

p Dividends

q Segments

Employee benefits include provident fund, superannuation fund, employee state insurance scheme, gratuity fund, compensated absences.i) Defined Benefit Plan The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment tovested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for eachcompleted year of service. Vesting occurs upon completion of five years of service. Annual contributions to Liability for gratuity are funded with Life InsuranceCorporation of India (LIC). The Company's obligation in respect of gratuity plan, is provided for based on actuarial valuation using the projected unit credit method.Remeasurement comprising actuarial gains and losses, the effect of the asset ceiling and the return on assets (excluding interest) relating to retirement benefit plans,are recognized directly in other comprehensive income in the period in which they arise. Remeasurement recorded in other comprehensive income is notreclassified to statement of profit and loss.ii) Defined Contribution Plan The Company's contribution to provident fund, superannuation fund and employee state insurance scheme are considered as defined contribution plans and arecharged as an expense where the employees have rendered service entitling them to the Contributions .iii) Compensated AbsenceCompensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services arerecognized as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. Company recognizes actuarial gainsand losses immediately in the statement of profit and Loss

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Any dividend declared by the Company is based on the profits available for distribution as reported in the statutory financial statements of the Company onstandalone basis. Indian law mandates that dividend be declared out of distributable profits, after setting off unabsorbed losses and depreciation of previous years.

The Company has two business segments, viz. selling of cars, parts, accessories, financial services and servicing of cars in India, which have similar risks and returnsand rental business. However, based on the turnover and result criteria, the rental business does not qualify as a reportable segment. Income from facilitatingfinance and other services cater to the same customers to whom cars are sold and therefore do not have risk and rewards which are different from business ofselling of cars and hence forms the part of the same segment i.e. selling of cars, parts, accessories, financial services, etc.The Company sells its products and services only in India and as such separate information on geographical segment is not provided.

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r Financial instruments

Financial assets

Financial liabilities

Derecognition of financial assets and financial liabilities : The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expires or it transfers the financial asset andsubstantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and rewardsof ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it mayhave to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize thefinancial asset and also recognizes a collateralized borrowing for the proceeds received. Financial liabilities are derecognized when these are extinguished, that is when the obligation is discharged, cancelled or has expired. Impairment of financial assets:The Company recognizes a loss allowance for expected credit losses on a financial asset that is held at amortized cost or carried at fair value through othercomprehensive income.Loss allowance in respect of financial assets is measured at an amount equal to life time expected credit losses and is calculated as the difference between theircarrying amount and the present value of the expected future cash flows discounted at the original effective interest rate. Fair Value Hierarchy: For Financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair valuemeasurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and• Level 3 inputs are unobservable inputs for the asset or liability.However, As mentioned in above paras, company does not have any of financial assets or liabilities for which fair value has been measured hence fair value hierarchyhas not been used.

Financial assets at fair value through profit and loss: Financial assets are measured at fair value through profit or loss unless it is measured at amortized cost or atfair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities atfair value through profit or loss are immediately recognized in profit and loss.The Company does not have any financial asset carried at fair value through profit and loss as on the balance sheet date.Equity instruments – Equity instruments are designated as fair value through P&L or fair value through other comprehensive income upon initial recognition. TheCompany does not have any investments in equity instrument as on the balance sheet date.

The Company has financial liabilities such as bank and other borrowings, trade creditors and security deposits. These liabilities are categorized as held at amortizedcost using the effective interest method. The Company does not have any financial liabilities carried at fair value through profit and loss as on balance sheet date.

Classification, initial recognition and measurement A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assetsother than equity instruments are classified into categories: financial assets at fair value through profit or loss and held at amortized cost. Financial assets that areequity instruments are classified as fair value through profit or loss or fair value through other comprehensive income. Financial liabilities are classified into financialliabilities at fair value through profit or loss and other financial liabilities. Financial instruments are recognized on the balance sheet when the Company becomes a party to the contractual provisions of the instrument. Initially, a financial instrument is recognized at its fair value. Transaction costs directly attributable to the acquisition or issue of financial instruments are recognizedin determining the carrying amount, if it is not classified as at fair value through profit or loss. Subsequently, financial instruments are measured according to thecategory in which they are classified. The Company has various financial assets like Trade Debtors, Deposits and Bank Balances. The Company categorizes these instruments in accordance with thefollowing principles.Financial assets held at amortized cost: Financial assets having contractual terms that give rise on specified dates to cash flows that are solely payments of principaland interest on the principal outstanding and that are held within a business model whose objective is to hold such assets in order to collect such contractual cashflows are classified in this category. Subsequently, these are measured at amortized cost using the effective interest method less any impairment losses. TradeDebtors, Deposits and Bank Balances are categorized as financial assets held at amortized cost.Financial assets (other than equity investments) held at fair value through other comprehensive income: Financial assets (other than equity investments) havingcontractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding and that are heldwithin a business model whose objective is achieved by both collecting such contractual cash flows and selling such assets are classified in this category.Subsequently, these are measured at fair value and changes therein, other than impairment losses are recognized directly in other comprehensive income. When thefinancial asset is derecognized, the cumulative gain or loss is transferred to the statement of profit and loss.

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Note 18 - Deferred tax balanceThe following is the analysis of deferred tax assets/ (liabilities) presented in the balance sheet: Rs. in LakhsParticulars As at

March 31, 2017As at

March 31, 2016As at

April 1, 2015Deferred tax assets (Minimum Alternate Tax Credits) 9.76 9.76 9.76 Deferred tax liabilities - - - Details of Unrecognised deductible temporary differences and unsued tax losses Rs. in LakhsAs at

March 31, 2017As at

March 31, 2016As at

April 1, 2015Deductible temporary differences and unsued tax losses for which no deferred tax have been recognised are attributable to the following:Difference in the written down value of land (Book base vs TaxBase)

-971.09 -1,201.99 -1,563.26Difference in the written down value of other PPE & Intangibleassets (Book base vs Tax Base)

-11,050.58 -11,205.95 -11,407.23Provisions for Employee benefits 93.16 84.92 78.54Provisions for doubtful debts and advances 765.05 700.84 1,138.04Adjustment for other disallowances 756.03 789.45 907.91Unabsorbed tax loss and depreciation 15,905.86 11,976.03 7,934.14Total (net) 5,498.43 1,143.30 -2,911.86Tax effect on the above- Net (Liability) / Asset unrecognised 2,837.22 1,507.48 275.18

Particulars 2016-17 2015-16Income before income taxes (4,525.89) (4,302.47) Tax Rate 30.90% 30.90%Income tax expense at tax rates applicable to the entity (1,398.50) (1,329.46) Effect of amounts not deductible and unused tax losses and tax offsets for which deferred tax assets has not been recognised 1,398.50 1,329.46 Total Income Tax Expenses - -

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017

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(A) Notes to Balance Sheet (contd.)2 i) Related party disclosures for the year ended March 2017 ( with whom the company had transactions during the period)

a) Related Party and their relationship1. Holding Company: 3. Key Management Personnel:Tata Motors Limited Mr. Ranjiv Kapur - Chief Executive Officer and Manager ( till 8th Feb 2017)Mr. Rishi goel - Chief Executive Officer and Manager (Effective from 9th Feb 2017)

Mr. Jawahar Seth - Chief Financial Officer2. Fellow Subsidiaries : Ms Kaynaz Sarbhanwala - Company SecretaryTata Motors Insurance Services Ltd(TMISL) Mr. Mayank Pareek - Non Executive Non IndependentTata Motors Finance Limited (TMFL) Mr. Hosang K Sethna - Non Executive Non IndependentTata Motors Finance Solutions Limited (TMFSL) Mr. Rohit Suri - Non Executive Non IndependentTML Distribution Company Limited (TMLD) Mr. Vijay Somaiya - Non Executive Non IndependentFiat India Automobiles Ltd.( FIAL) Mr. Sibernath Berman - Non Executive Non IndependentJaguar Land Rover India Limited (JLR) Dr. Vaijyanti Pandit - Independent DirectorTata Technologies Limited(TTL) Mr. Vinesh K Jairath - Independent DirectorShebha Properties Ltd. (SPL) Mr. Mohinder Pal Bansal - Independent DirectorNote: Related party relationship is as identified by the company on the basis of information available with them and accepted by the auditors.

b) Transactions with the related parties(Figures given within brackets are relating to the previous year) (` in lakhs)Particulars Holding

Company Fellow

Subsidiaries Name of Fellow

Subsidiary Key Management

personnel TotalPurchase of goods (inclusive of taxes) Mar-17 81,365.70 35,423.73 TMLD Nil 1,16,789.43 Mar-16 (75,149.88) (7,836.10) TMLD (Nil) (82,985.98) Sale of goods(inclusive of taxes) Mar-17 Nil 33.60 JLR Nil 33.60 Mar-16 (Nil) (174.73) JLR (Nil) (174.73) Mar-17 43.75 TMFL 43.75 Mar-16 (Nil) TMFL - Mar-17 27.43 TMFSL 27.43 Mar-16 (Nil) TMFSL - Mar-17 10.06 TTL 10.06 Mar-16 (Nil) TTL - Purchase of fixed assets (inclusive of taxes) Mar-17 17.21 99.05 TTL Nil 116.26 Mar-16 (15.83) (114.96) TTL (Nil) (130.79) Compensation and Incentives Mar-17 9,083.72 270.50 TMFL Nil 9,354.22 Mar-16 (10,200.33) (628.97) TMFL (Nil) (10,829.30) Mar-17 40.67 SPL 40.67 Mar-16 (Nil) SPL - Rent received (inclusive of Service tax) Mar-17 20.57 Nil Nil 20.57 Mar-16 (19.65) (Nil) (Nil) (19.65) Rent expenses (inclusive of Service tax) Mar-17 110.32 Nil Nil 110.32 Mar-16 (109.34) Nil (Nil) (109.34) Management contracts, including deputation of employees(inclusive of Service tax) Mar-17 274.52 Nil Nil 274.52 Mar-16 (226.68) (Nil) (Nil) (226.68) Salary paid to Key Management personnel Mar-17 Nil Nil Nil - Mar-16 (Nil) (Nil) (Nil) - Mar-17 Nil Nil - Mar-16 (Nil) (Nil) -

Interest Paid on Corporate Deposits Mar-17 463.36 23.01 SPL Nil 486.37 Mar-16 (485.39) (37.39) SPL (Nil) (522.78) Mar-17 98.55 TMLD 98.55 Mar-16 (110.62) TMLD (110.62) Interest On Preference Borrowing Mar-17 94.79 Nil Nil 94.79 Mar-16 (Nil) (Nil) (Nil) -

CONCORDE MOTORS (INDIA) LIMITEDSCHEDULES FORMING PART OF THE BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS

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(` in lakhs)Particulars Holding

Company Fellow

Subsidiaries Name of Fellow

Subsidiary Key Management

personnel Total

Interest on delayed payments Mar-17 1,019.17 171.43 TMLD Nil 1,190.60 Mar-16 (665.83) (68.57) TMLD (Nil) (734.40) Interest Claim on Event / Media Vehicle & Others Mar-17 - Nil Nil - Mar-16 (191.22) (Nil) (Nil) (191.22) Other expenses Mar-17 238.26 0.79 TTL Nil 239.05 Mar-16 (46.17) (Nil) TTL (Nil) (46.17) Loan Taken Mar-17 Nil 16,237.54 TMFL Nil 16,237.54 Mar-16 Nil (18,079.30) TMFL (Nil) (18,079.30) Mar-15 Nil (11,542.57) TMFL (Nil) (11,542.57) Loan Repaid Mar-17 NIL 16,639.79 TMFL Nil 16,639.79 Mar-16 Nil (18,547.37) TMFL (Nil) (18,547.37) Mar-15 Nil (10,377.46) TMFL (Nil) (10,377.46) Interest accrued on Loans Mar-17 Nil 160.15 TMFL Nil 160.15 Mar-16 Nil (129.51) TMFL (Nil) (129.51) Mar-15 Nil (47.14) TMFL (Nil) (47.14) Expenses reimbursement received (inclusive of taxes) Mar-17 549.36 Nil Nil 549.36 Mar-16 (774.57) (Nil) (Nil) (774.57) Mar-15 (1,247.72) (Nil) (Nil) (1,247.72) Expenses reimbursement paid (inclusive of taxes) Mar-17 Nil Nil TMFL Nil - Mar-16 Nil (178.49) TMFL (Nil) (178.49) Mar-15 (Nil) (Nil) TMFL (Nil) - Provision for doubtful receivables, loans and advances for the year Mar-17 Nil Nil Nil - Mar-16 (Nil) (Nil) (Nil) - Mar-15 (593.46) (Nil) (Nil) (593.46) Provision for doubtful receivables, loans and advances for the yearwritten back Mar-17 181.79 Nil Nil 181.79 Mar-16 (111.52) (Nil) (Nil) (111.52) Mar-15 (Nil) (Nil) (Nil) - ICD accepted during the year Mar-17 Nil Nil SPL Nil - Mar-16 (1,500.00) (800.00) SPL (Nil) (2,300.00) Mar-15 (Nil) (2,600.00) SPL (Nil) (2,600.00) Mar-17 1,000.00 TMLD 1,000.00 Mar-16 (1,100.00) TMLD (1,100.00) Mar-15 (1,100.00) TMLD (1,100.00) Repaid during the year Mar-17 Nil 400.00 SPL Nil 400.00 Mar-16 (Nil) (800.00) SPL (Nil) (800.00) Mar-15 (500.00) (3,200.00) SPL (Nil) (3,700.00) Mar-17 1,100.00 TMLD 1,100.00 Mar-16 (1,100.00) TMLD (1,100.00) Mar-15 (Nil) TMLD - ICD Balance outstanding Mar-17 5,000.00 Nil SPL Nil 5,000.00 Mar-16 (5,000.00) (400.00) SPL (Nil) (5,400.00) Mar-15 (3,500.00) (400.00) SPL (Nil) (3,900.00) Mar-17 1,000.00 TMLD 1,000.00 Mar-16 (1,100.00) TMLD (1,100.00) Mar-15 (1,100.00) TMLD (1,100.00) Amount receivable(Gross of provision for doubtful trade receivablesand other current assets) Mar-17 2,951.28 1,875.15 TMLD Nil 4,826.43 Mar-16 (1,670.75) (1,757.44) TMLD (Nil) (3,428.19) Mar-15 (1,993.67) (1,536.77) TMLD (Nil) (3,530.44) Mar-17 16.35 TMFL 16.35 Mar-16 (99.35) TMFL (99.35) Mar-15 (109.16) TMFL (109.16) Mar-17 39.54 SPL 39.54 Mar-16 Nil SPL - Mar-15 (Nil) SPL - Mar-17 0.62 JLR 0.62 Mar-16 (3.74) JLR (3.74) Mar-15 (Nil) JLR -

Provision for doubtful trade receivables and other current assets Mar-17 300.15 Nil Nil 300.15 Mar-16 (481.94) (Nil) (Nil) (481.94) Mar-15 (593.46) (Nil) (Nil) (593.46)

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(` in lakhs)Particulars Holding

Company Fellow

Subsidiaries Name of Fellow

Subsidiary Key Management

personnel Total

Amount payable Mar-17 1,881.71 551.44 TMLD Nil 2,433.15 Mar-16 (1,701.30) (Nil) TMLD (Nil) (1,701.30) Mar-15 (2,637.24) (243.82) TMLD (Nil) (2,881.06) Mar-17 Nil 41.24 TTL 41.24 Mar-16 (Nil) (34.35) TTL (34.35) Mar-15 (Nil) (Nil) TTL - Loan outstanding Mar-17 1,354.20 596.67 TMFSL Nil 1,950.87 Mar-16 (Nil) (838.97) TMFL (Nil) (838.97) Mar-15 (Nil) (1,198.91) TMFL (Nil) (1,198.91) Preference Borrowing interest O/s Mar-17 473.97 Nil Nil 473.97 Mar-16 (Nil) (Nil) (Nil) - Mar-15 (Nil) (Nil) (Nil) - Compulsory Convertible Debentures Mar-17 Nil 1,532.24 TMFL Nil 1,532.24 Mar-16 (Nil) (Nil) (Nil) - Mar-15 (Nil) (Nil) (Nil) - Convertible Debenture – Equity Portion Mar-17 Nil 6,267.76 TMFL Nil 6,267.76 Mar-16 (Nil) (Nil) (Nil) - Mar-15 (Nil) (Nil) (Nil) - Right Issue Shares allotted during the period Mar-17 3,000.00 Nil Nil 3,000.00 Mar-16 (1,500.00) (Nil) (Nil) (1,500.00) Mar-15 (Nil) (Nil) (Nil) - Share application money pending allotment received Mar-17 Nil Nil Nil - Mar-16 (3,000.00) (Nil) (Nil) (3,000.00) Mar-15 (Nil) (Nil) (Nil) -

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NOTE - 18(A) Notes to Balance Sheet

3 Micro and Small Enterprise Development Act, 2006 :

As at As at As atMarch 31, March 31, April 1,

2017 2016 20154 Claims against the Company not acknowledged as debts -

(i) Sales Tax 457.56 466.89 192.42 [of the above Rs.241.44 lakhs deposited under protest, (PY: Rs.176.94 lakhs)]

(ii) Service Tax 427.91 153.99 143.46 [Rs. NIL deposited under protest (PY Rs. NIL)]

(iii)

(a) Pending in appeal / other matters 38.29 146.00 146.00

(iv) The claims / liabilities in respect other matters ( Payment of Bonus Act ). 29.73 55.05 -

5 (a) Estimated amount of contracts remaining to be executed on capital account and notprovided for 135.51 234.58 45.67

(b)

6

7

As at As at As atMarch 31, March 31, April 1,2017 2016 2015Opening Balance - 45.42 45.42 Add: Provisions made during the year - - - Less: Used/Withdrawn during the year - (45.42) - Closing Balance - - 45.42

(Rs in lakhs)

SCHEDULES FORMING PART OF THE BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS

Short - term Provision for Contingencies relates to certain matters under dispute. The movement in the balances of the provision is as follows:

There are no dues to Micro and Small Enterprises at the Balance Sheet date. The information regarding Micro and Small Enterprises has beendetermined to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by theauditors.

(Rs in lakhs)

Taxes paid include Rs.61.40 Lakhs (PY Rs. 61.40 Lakhs) tax deducted at source (TDS) of earlier periods pertaining to sales and service business transferred on Demerger to TataMotors Insurance Services Limited (TMISL) for which TDS certificates are filed with the Income-tax Department and the refund is expected to be received by the Companythrough TMISL.

The company acquired certain immovable properties pursuant to a scheme of arrangement in the period 2004. Stamp duty is payable on conveyance of properties infavour of the company. The stamp duty adjudication order has been passed by District Registrar (DUS) for Bengaluru property fixing the market value of the immovableproperty situated at Bengaluru as on the date of acquisition at Rs.1165.18 lakhs on which Stamp duty @ 7% amounting to Rs.81.56 lakhs has been paid by the companyduring the period 2007-08 and has been capitalised under Land & Building. The company is in the process of completing similar formalities in respect of the HyderabadProperty that was acquired by the company pursuant to the scheme referred above . It is not possible to quantify the amount of duty payable, and adjustments, as andwhen effected, will be carried out to the cost of land and building relating to the property at Hyderabad.

Income tax (exclusive of the effect of similar matters in respect of assessments remaining to be completed) in respect of matters :

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NOTE - 18(A) Notes to Balance Sheet

8 Financial instrumentsa Capital Management

b Categories of Financial instruments : ( In Lakhs)As at March

31, 2017As at March

31, 2016As at April

1, 2015As at March

31, 2017As at March

31, 2016As at April 1,

2015Financial AssetsMeasured at amortised costOther Loans and advances 1,277.93 1,195.62 975.23 1,277.93 1,195.62 975.23Other financial assets 1.42 1.42 1.42 1.42 1.42 1.42 Trade receivables 9,768.54 3,016.06 3,689.04 9,768.54 3,016.06 3,689.04Cash and cash equivalents 571.39 340.13 553.60 571.39 340.13 553.60 Other Loans and advances 1.38 0.84 3.62 1.38 0.84 3.62 Other financial assets 5,187.62 2,892.27 2,933.78 5,187.62 2,892.27 2,933.7816,808.28 7,446.34 8,156.69 16,808.28 7,446.34 8,156.69 Financial LiabilityMeasured at amortised costBorrowings 31,492.39 24,370.12 21,373.22 31,492.39 24,370.12 21,373.22 Other finance liabilities 2,180.63 1,879.54 1,680.34 2,180.63 1,879.54 1,680.34 Trade payables 19,554.67 8,171.20 9,791.58 19,554.67 8,171.20 9,791.58

53,227.69 34,420.86 32,845.14 53,227.69 34,420.86 32,845.14

c Financial Risk Management Objectives

(in lakhs)

Short term Borrowings

Long term Borrowings

Other Financial Liabilities

Trade Payable

Short term Borrowings

Long term Borrowings

Other Financial Liabilities

Trade Payable

Short term Borrowings

Long term Borrowings

Other Financial Liabilities

Trade PayableLess than 1 year 27,464.58 - 1,975.51 19,554.67 21,030.74 - 1,710.48 8,171.20 17,303.32 - 1,550.21 9,791.58 1 - 3 years - 1,061.75 31.62 - - 904.38 30.26 - - 1,634.90 27.89 - 3 - 5 years - 531.06 - - - - - - - - - - More than 5 years - 2,435.00 173.50 - - 2,435.00 138.80 - - 2,435.00 102.24 - TOTAL 27,464.58 4,027.81 2,180.63 19,554.67 21,030.74 3,339.38 1,879.54 8,171.20 17,303.32 4,069.90 1,680.34 9,791.58

SCHEDULES FORMING PART OF THE BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS

The Company manage its capital to ensure that company will be able to meet its funding requirements and will be able to continue as going concern. The Company has received a letter of supportfrom the Parent Company committing its financial support.The company is not subject to any externally imposed capital requirements.

Liquidity Risk is the risk that entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial assets. The companymanages the liquidity risk by maintaining funding lines through banking facilities by continuously monitoring forecast and actual cash flows. Below table shows the maturity profile of borrowingsof the company as at March 31, 2017.

The company seeks to minimize and manage the financial risks relating to the operations of the company. These risk may include market risk, interest rate risk, credit risk and Liquidity Risk.Market Risk :Market Risk is the risk that the future value or future cash flows of a financial Instrument will fluctuate because of changes in Market prices. Market price comprises three types of risk : currencyrisk, interest rate risk and other prices risk. Company does not have any asset or liability whose cash flows or value may fluctuate during the change in market due to change in currency, interestrate or other prices. Hence company is not exposed to market risk.

Credit RiskCredit Risk is the risk that one party to a financial instrument will cause a financial loss for other party by failing to discharge an obligation. As far as credit risk is concerned, company is not exposed to credit risk as company is in the retail business of automobiles and company is having the policy of delivery of vehicles only after getting the full consideration except "insurance cases" in service.However in these cases also vehicle delivery is done only after getting the approval letter from Insurance company. Liquidity Risk

Fair ValueCarrying Amount

April 1, 2015PARTICULARS March 31, 2017 March 31, 2016

PARTICULARS

Total Financial Assets

Total Financial LiabilitiesThe Management assessed that the fair value of cash , trade receivable , loans and advances, trade payables , borrowings and other current financial assets and liabilities approximate theircarrying amounts largely due to the short term matures of these instruments.The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in the current transactions between willing parties , other than in a forcedor liquidation sale.

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NOTE - 18 (contd.) 2016-17 2015-16(B) Notes to Profit and Loss Statement :(1) Purchase of stock-in-trade include :

(a) Automobile Spare parts and accessories for sale 7,446.92 6,844.54 (b) Automobiles 1,02,252.55 71,009.25

1,09,699.47 77,853.79 Notes:

2016-17 2015-16(2) Payments to the auditors comprises (net of service tax input credit, where applicable):(i) As auditors - statutory audit 25.85 20.80 (ii) For Tax Audit 1.75 1.75

(iii) For other services - - (iv) Reimbursement of travelling and out-of-pocket expenses 1.26 1.16

(3)

2016-17 2015-16Rent expense 3,186.93 2,688.67

2016-17 2015-16not later than one year 639.92 1,052.96 later than one year and not later than five years 630.57 1,034.02 later than five years - 14.62

SCHEDULES FORMING PART OF THE BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS

Purchase amount is net off warranty reversals for the period ended 31st March, 2017 amounting to Rs.668.55. lakhs [Previous period: Rs.374.72lakhs]

The Company has entered into operating lease arrangements for certain facilities and office premises. The leases are non-cancellable and arefor a period of 3 to 10 years and may be renewed for a further period of 3 to 10 years based on mutual agreement of the parties. The leaseagreements provide for an increase in the lease payments by 5% to 15%.The Company has entered into operating leasing arrangements in respect of its premises. The lease payments under these arrangementsdebited to the Profit and Loss Statement are as follows:

(Rs. in lakhs)

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NOTE - 18 (contd.)(B) Notes to Profit and Loss Statement (contd.)(4) (a) Defined benefit plans - As per actuarial valuations as on March 31, 2017

These plans typically expose the company to Actuarial risk such as ;

PARTICULARS 2017 2016i Components of employer expenseCurrent Service cost 35.11 29.73Interest cost 10.94 9.32Expected return on plan assets (11.26) (9.40)Return on plan assets greater/Less than Discount rate 4.51 2.62Actuarial (Gains) / Losses 9.50 2.90Total expense recognised 48.80 35.17 ii Actual Contribution and Benefit Payments for year ended March 31,

Actual benefit payments (32.17) (11.15)Actual Contributions 43.11 46.89 iii Net Assets/( liability) recognised in Balance Sheet as at March 31,Present Value of Defined Benefit Obligation (176.20) (152.82)Fair value of plan assets 152.96 135.27Net liability recognised in Balance Sheet (23.24) (17.55)iv Change in Defined Benefit Obligations (DBO) during the year ended

March 31,Present Value of DBO at the beginning of the year 152.82 122.02 Current Service cost 35.11 29.73Interest cost 10.94 9.32Actuarial (gains) / losses 9.50 2.90Benefits paid (32.17) (11.15)Present Value of DBO at the end of the year 176.20 152.82 v Change in Fair Value of Assets during the year ended March 31,Plan assets at the beginning of the year 135.27 92.75 Expected return on plan assets 11.26 9.40Actual Company contributions 43.11 46.89 Return on plan assets greater/Less than Discount rate (4.51) (2.62)Benefits paid (32.17) (11.15)Plan assets at the end of the year 152.96 135.27vi Reconciliation of Net Assets / (Liability) recognised in the Balance SheetNet Assets / (Liability) at the beginning of the year (17.55) (29.27)Employer (Expense) / Credit (48.80) (35.17)Employer Contribution 43.11 46.89 Net Assets / (Liability) at the end of the year (23.24) (17.55)

vii Composition of the plan assets is as follows:Central Government Securities 20.83% 31.35%State Government Securities 45.36% 10.71%Debentures And Bonds 27.50% 42.85%Equity Shares 2.01% 5.22%Fixed Deposits 3.65% 8.35%Others 0.65% 1.51%

viiiActuarial Assumptions for Gratuity

2017 2016Discount Rate (%) 7.50% 8.00%Expected Return on plan assets (%) 8.50% 8.50%Salary escalation (%) 5.00% 5.00%

MortalityWithdrawal rates (%) Age % Age %20 - 44 - 2% 20 - 44 - 2%45 and after - 1% 45 and after - 1%

viii Experience History 2016- 2017 2015- 2016 2014- 2015 2013- 2014 2012- 2013Defined Benefit Obligation at the end of the period 176.20 152.82 122.02 137.85 (92.76)Plan Assets at the end of the period 152.96 135.27 92.75 105.76 68.98Funded Status 23.24 (17.55) (29.27) (32.09) (23.78)Experience Gain / (Loss) adjustment on plan liabilities 2.16 (2.90) (6.32) (7.53) (1.59)Experience Gain / (Loss) adjustment on plan assets (4.51) - - 0.00 0.99Actuarial Gain / (Loss) due to change in assumptions (11.66) - 32.72 31.55 (1.76)

CONCORDE MOTORS (INDIA) LIMITEDNOTES FORMING PART OF THE BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS

Gratuity

The Company is having defined benefit plan namely gratuity for all the qualifying employees of the companyThe liability for gratuity to employees as at the Balance sheet is determined on the basis of actuarial valuation using projected unit credit method. The amount is funded to thegratuity fund managed by LIC .

Interest risk : A Decrease in the interest rate of Government Bond will increase the plan liability

Investment risk : The Present Value of defined benefit plan liability is calculated using discount rate which is determined by reference to market yield on government bonds.Company, for the gratuity is currently investing in the fund maintained by LIC which in turn is investing the amount in Govt. Securities, Bonds, Debt and small portion in equities also.Considering the long term nature of the plan liabilities, company considers the mix of fund maintained by LIC appropriate. Longevity risk: The present value of Gratuity Liability is calculated by reference to Mortality rate as per "Indian Assured Lives Mortality (2006-08) (modified) Ult table". An increase inthe life expectancy of participant resulting in change in the mortality rate in the mentioned table will result in the increase of plan liability.Salary risk : Defined benefit present liability is calculated on the basis of assumptions taken for future expected salaries of the employees. If there will be change in the futureexpected salaries, the present value of liablity will change accordingly.

Indian assured Lives Mortality (2006-08) (Modified) ultimate

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x) Compensated absence( In Lakhs)PARTICULARS 2017 2016A Charge / ( credit) in the statement of profit and Loss 38.57 31.47Liability as at the year end 69.92 58.60

B Actuarial AssumptionsDiscount Rate (%) 7.50% 8.00%Salary escalation (%) 5.00% 5.00%

(b) Defined Contribution Plans-

(i)

(ii)

(iii)

The expected rate of return on plan assets is determined after considering several applicable factors such as the composition of the plan assets, investment strategy, marketscenario, etc.. In order to protect the capital and optimise returns within acceptable risk parameters, the plan assets are well diversified.The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

The Company expects to contribute Rs.50 lakhs to the funded pension plans in the year 2017-18 [ Previous Year Rs 50 lakhs]

The Company makes Provident Fund, Superannuation Fund and Employee State Insurance Scheme contributions which are defined contribution plans, for qualifyingemployees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.167.58lakhs (Previous year: Rs. Rs.135.75 lakhs) for Provident Fund contributions, Rs. 2.52 lakhs (Previous year: Rs. 2.43 lakhs) for Superannuation Fund contributions and Rs.70.22lakhs (Previous year: Rs.49.02 lakhs) for Employee State Insurance Scheme contributions in the Profit and Loss Statement . The contributions payable to these plans by theCompany are at rates specified in the rules of the schemes.

As at 31st March 2017

As at 31st March 2016

As at 31st March 2017

As at 31st March 2016

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate , expected salary increase and mortality .The sensitivity analysis above havebeen determined based on reasonably possible changes of the respective assumptions occurring at the end of reporting period, while holding all other assumptions constant.The Sensitivity analysis presented above may not be representative of the actual changes in the defined benefit obligation as it is unlikely that the change in assumptions would occurin isolation of one another as some of the assumptions may be co-related. Furthermore, in presenting the above sensitivity analysis , the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end ofthe reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet.

Sensitivity Analysis in respect of Change in Discount Rate

Sensitivity Analysis in respect of Change in Salary

(ix) Significant actuarial assumption for the determination of the defined obligation are discount rate and expected salary.

Central AssumptionVariation 1 Variation 27.50% Change by -1% Change by 1% Amount % Amount %

DBO 17,620,000 20,335,000 15,398,000 2,715,000 15.41% -2,222,000 -12.61%Gross Service Cost 4,282,000 5,124,000 3,615,000 842,000 19.66% -667,000 -15.58%Expense / Net Interest Cost 4,792,000 5,798,000 3,948,000 1,006,000 20.99% -844,000 -17.61%

Particulars Change as to Variation 1 Change as to Variation 2

Central AssumptionVariation 1 Variation 25.00% Change by -1% Change by 1% Amount % Amount %

DBO 17,620,000 15,330,000 20,366,000 -2,290,000 -13.00% 2,746,000 15.58%Gross Service Cost 4,282,000 3,595,000 5,124,000 -687,000 -16.04% 842,000 19.66%Expense / Net Interest Cost 4,792,000 3,882,000 5,903,000 -910,000 -18.99% 1,111,000 23.18%

Particulars Change as to Variation 1 Change as to Variation 2

Central AssumptionVariation 1 Variation 28.00% Change by -1% Change by 1% Amount % Amount %

DBO 15,282,000 17,574,000 13,395,000 2,292,000 15.00% -1,887,000 -12.35%Gross Service Cost 3,251,000 3,837,000 2,781,000 586,000 18.03% -470,000 -14.46%Expense / Net Interest Cost 3,636,000 4,375,000 3,002,000 739,000 20.32% -634,000 -17.44%

Particulars Change as to Variation 1 Change as to Variation 2

Central AssumptionVariation 1 Variation 25.00% Change by -1% Change by 1% Amount % Amount %

DBO 15,282,000 13,329,000 17,612,000 -1,953,000 -12.78% 2,330,000 15.25%Gross Service Cost 3,251,000 2,765,000 3,838,000 -486,000 -14.95% 587,000 18.06%Expense / Net Interest Cost 3,636,000 2,954,000 4,456,000 -682,000 -18.76% 820,000 22.55%

Particulars Change as to Variation 1 Change as to Variation 2

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NOTE - 18 (contd.) (Rs. in lakhs)

(C) Notes to Profit and Loss Statement (contd.)

(1) Earnings Per Share (EPS): 2016-17 2015-16(a) Profit or (Loss) after tax ………………………………………………………. Rs. lakhs (4,539.90) (4,307.44)

Profit available to Equity Share holders (4,539.90) (4,307.44) (b) The weighted average number of Equity

Shares for Basic EPS…………………………………………………… Nos. 639,11,393 276,56,598 (c) The nominal value per Share……………………………. Rupees 10.00 10.00 (d) Share of Profit for Equity Shares for Basic EPS…………………………………………………..Rs. lakhs (4,539.90) (4,307.44) (e) Earnings Per Ordinary Share (Basic and Diluted)…………………………………………….Rupees (7.10) (15.57)

(D)

SCHEDULES FORMING PART OF THE BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS

The Company did not have transactions in foreign currencies and has not entered into any derivative transactions.

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NOTE - 19First time Ind As adoption reconciliation

(a) (Rs. in lakhs)Note

As at March 31, 2016

As at April 1, 2015 (605.33) (1,051.07)

1 14,603.60 14,641.92 2 (101.70) (93.85)

3 (3,255.60) (3,048.59)10,640.97 10,448.41

(b) (Rs. in lakhs)Note

As at March 31, 2016(4,054.26)

1 (38.32) 2 (7.85) 3 (207.01) 4 4.97 (4,302.47) (4.97) (4,307.44)

(c) Effect of Ind As adoption on Balance sheet as at 31st March 2016 and 01st April 2015 (Rs. in lakhs)

Notes Previous GAAPEffect of

transition to IND As

As per IND As Balance sheet Previous GAAP

Effect of transition to

IND AsAs per IND As Balance sheetNon-Current AssetsProperty, Plant and Equipment 1 5,165.76 14,603.60 19,769.36 5176.02 14,641.92 19,817.94 Capital work-in-progress 303.22 - 303.22 127.78 - 127.78 Investment property 1 - - - - - Other Intangible assets 56.41 - 56.41 262.61 - 262.61 Financial assets: - Other Loans and advances 2 1,917.45 (721.83) 1,195.62 1634.99 (659.76) 975.23 Other financial assets 1.42 - 1.42 1.42 - 1.42 Non-Current tax assets (net) 1,129.73 - 1,129.73 860.95 - 860.95 Deferred Tax Assets 9.76 9.76 9.76 9.76 Other non-current assets 2 256.07 486.63 742.70 302.35 443.07 745.42 Total Non-current Assets 8,830.06 14,378.16 23,208.22 8,366.12 14,434.99 22,801.11

Current AssetsInventories 18,233.16 - 18,233.16 17561.71 - 17,561.71 Financial assets:Trade receivables 3,016.06 - 3,016.06 3689.04 - 3,689.04 Cash and cash equivalents 340.13 - 340.13 553.6 - 553.60 Other Loans and advances 0.84 - 0.84 3.62 - 3.62 Other financial assets 2,892.27 - 2,892.27 2933.78 - 2,933.78 Other current assets 2 831.88 123.23 955.11 804.92 112.31 917.23 Total current Assets 25,314.34 123.23 25,437.57 25,546.67 112.31 25,658.98 TOTAL ASSETS 34,144.40 14,501.39 48,645.79 33,912.79 14,547.30 48,460.09 EquityEquity Share capital 3 5,804.77 (2,435.00) 3,369.77 4,304.77 (2,435.00) 1,869.77 Other Equity 1, 2 & 3 (6,410.10) 13,681.30 7,271.20 (5,355.84) 13,934.48 8,578.64 - - - Total Equity (605.33) 11,246.30 10,640.97 (1,051.07) 11,499.48 10,448.41 Non-current liabilitiesFinancial liabilities:Borrowings 3 904.38 2,435.00 3,339.38 1634.9 2,435.00 4,069.90 Other finance liabilities 2 & 3 34.75 134.31 169.06 34.75 95.38 130.13 Other non-current liabilities 2 636.05 2.66 638.71 540.86 3.99 544.85 Total Non current Liability 1,575.18 2,571.97 4,147.15 2,210.51 2,534.37 4,744.88 Current liabilitiesFinancial liabilities:Borrowings 21,030.74 - 21,030.74 17303.32 - 17,303.32 Trade payables 8,171.20 - 8,171.20 9791.58 - 9,791.58 Other finance liabilities 3 1,028.68 681.80 1,710.48 1038.86 511.35 1,550.21 Provisions 76.15 - 76.15 122.78 - 122.78 Other current liabilities 2 2,867.78 1.32 2,869.10 4496.81 2.10 4,498.91 Total current Liability 33,174.55 683.12 33,857.67 32,753.35 513.45 33,266.80 TOTAL EQUITY AND LIABILITY 34,144.40 14,501.39 48,645.79 33,912.79 14,547.30 48,460.09

(a)Depreciation on Property, Plant and Equipment

Loss Before Tax

As at 31st March 2016 As at 1st April 2015

PARTICULARS

(c) Interest Cost on Preference shares(b) Effect of amortization using Effective Interest Rate for financial assets and financial liabilitiescarried at amortized cost(d) Remeasurement Gain & Losses due to Actuarial Valuation(e) Other Comprehensive IncomeTotal comprehensive income/(Loss) for the year

NOTES FORMING PART OF THE BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS

Net profit after tax as reported under previous GAAP

The financials statements , for the year ended March 31 ,2017 are the first financial statements, the company has prepared in accordance with IND AS. For periods up to and includingthe year ended March 31 2016, the company prepared its financial statements in accordance with Statutory reporting requirement in India immediately before adopting Ind AS ('Previous GAAP')Accordingly, the company has prepared financial statements which comply with Ind AS applicable for periods ending on or after March 31, 2017, together with the comparative perioddata as at and for the year ended March 31 , 2016 , as described in the summary of significant accounting policies in Note 17. In preparing these financial statements , the company'sopening balance sheet was prepared as at April 1 , 2015, the company's date of transition to Ind AS. This note explains the principle adjustments made by the company in restating it'sPrevious GAAP financial statements , including the balance sheet as at April 1, 2015 and the financial statements as at and for the year ended March 31,2016.

(a) Fair valuation as deemed cost for Property, Plant and Equipment

(c) Redeemable preference shares classified as liability and interest cost recognized on the same

(b) Effect of amortization using Effective Interest Rate for financial assets and financial liabilitiescarried at amortized cost

PARTICULARS

Equity under IND AS

Equity Reconciliation

Total Comprehensive Income reconciliation

The following reconciliations provide a quantification of the effect of significant differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101

Equity as reported under previous GAAP

PARTICULARS

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- - - - - - (d) Effect of Ind As adoption on Profit and Loss Account for the year ended 31st March 2016 (Rs. in lakhs)

Notes Previous GAAPEffect of

transition to IND As

As per IND As Balance sheetIncomeRevenue from Operations 90,665.37 300.12 90,965.49 Other Income 2 494.00 (193.29) 300.71 Total Income 91,159.37 106.83 91,266.20

Expenses :Purchases of Stock-in-Trade 77,853.79 - 77,853.79 Changes in Inventories of Stock-in-Trade (671.45) - (671.45) Employee Benefits Expense 4,428.89 (4.97) 4,423.92 Finance Costs 2 & 3 3,028.72 209.38 3,238.10 Depreciation and Amortisation Expense 1 898.99 38.32 937.31 Other Expenses 2 9,804.25 112.31 9,916.56 Expenditure transferred to capital and other accounts (129.56) - (129.56) Total Expenses 95,213.63 355.04 95,568.67 (Loss) before Tax (4,054.26) (248.21) (4,302.47) Other Comprehensive income 4 - 4.97 4.97 Total comprehensive income/(Loss) for the year - (253.18) (4,307.44)

(e) There were no significant reconciliation items between cash flows prepared under Indian GAAP and those prepared under Ind AS.

Notes to reconcilia ons between Indian GAAP and IND AS1 Property, plant and equipment

2 Financial instruments

3 Redeemable preference shares

4 Remeasurement of Defined benefit Plan

The Company holds certain redeemable preference shares which were classified as equity under Previous GAAP. Such redeemable preference shares have been classified as borrowingsas required under IND AS.Consequently, the Company has recognized interest expense and tax there on for such preference shares in the statement of profit and loss for the year ended 31 March, 2016.

The Company has certain financial assets and liabilities that are measured at amortized cost using the effective interest method less any impairment losses. Under Previous GAAP, suchassets/liabilities are measured at cost. The difference between the cost and the amortized cost using effective rate of interest of such assets and liabilities have been adjusted in theopening retained earnings.

Remeasurement comprising actuarial gains and losses, the effect of the asset ceiling and the return on assets (excluding interest) relating to retirement benefit plans, are recognizeddirectly in other comprehensive income in the period in which they arise under IND AS. Under Indian GAAP, such gain/losses on account of remeasurement were recorded in statementof profit and loss.

PARTICULARS

Year ended 31st March 2016

On the date of transition to Ind AS, the Company has elected to measure certain items of Property, Plant and Equipment at fair value and use that fair value as its deemed cost. Theaggregate adjustments to the carrying amounts as on April 1,2015 by Rs. 14,641.92 Lakhs. Consequently, depreciation relating to the above differences in the cost of property, plant and equipment under Ind AS and Previous GAAP has also been adjusted in the statement ofprofit and loss for year ended 31 March, 2016.Also certain property which are given on lease has been considered as Investment property

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CONCORDE MOTORS (INDIA) LIMITED Registered Office: 3rd Floor, Nanavati Mahalaya, 18, Homi Mody Street, Hutatma Chowk, Mumbai 400 001

Tel: 6667 8200/01/02/03 Fax: 2553 7240 Website: www.concrodemotors.com

Email: [email protected] CIN: U24110MH1972PLC15561

PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013, Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

46th Annual General Meeting – Tuesday, September 26, 2017

Name of the Member(s) : __________________________________________________________________________________

Registered address : __________________________________________________________________________________

E-mail ID. : ___________________________________________________________ Folio No.: ____________________________ I / We, being the Member(s) of __________________ Shares of Concorde Motors (India) Limited, hereby appoint: 1. Name: ___________________________________________________ E-mail ID: __________________________________

Address: _____________________________________________________________________________________________

Signature: ________________________________________________________________________________ or failing him/her

2. Name: ___________________________________________________ E-mail ID: _________________________________

Address: _____________________________________________________________________________________________

Signature: ________________________________________________________________________________ or failing him/her

3. Name: ___________________________________________________ E-mail ID: __________________________________

Address: ______________________________________________________________________________________________

Signature: _____________________________________________________________ as my/our proxy to attend and vote (on a

poll) for me/us and on my/our behalf at the 46th Annual General Meeting of the Company to be held on Tuesday, September 26,

2017 from 2:00 p.m. to 3:00 p.m. at the Registered Office of the Company situated at 3rd Floor, Nanavati Mahalaya, 18, Homi Mody

Street, Mumbai – 400 001 and at any adjournment thereof in respect of such resolutions as are indicated hereinafter:

Item. No.

Subject Matter Type of Resolution

For Against

1 To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2017, together with the Board’s Report and the Auditors’ Report thereon.

Ordinary

2 To appoint a Director in place of Mr Rohit Suri (DIN: 03394169), who retires by rotation and being eligible, offers himself for re-appointment.

Ordinary

3 Appointment of B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company

Ordinary

4 Appointment of Mr Sibendra Nath Barman (DIN: 7605227) as Director of the Company

Ordinary

Signed this ………………day of ………………….. 2017 Signature of Member_______________________ Signature of Proxyholder _________________________

NOTES:

1. A Member may vote ‘for’ or ‘against’ each resolution. Please put a in the Box in the appropriate column either ‘for’ or ‘against’ the respective resolutions. If you leave the ‘For’ or ‘Against’ column blank in respect of any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate. 2. A Proxy need not be a Member of the Company. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act

as proxy on behalf of not more than fifty Members and holding in aggregate not more than ten percent of the total Share Capital of the

Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who

shall not act as proxy for any other Member.

3. This Form in order to be effective should be duly completed and deposited at the Registered Office of the Company at 3rd Floor Nanavati

Mahalaya, 18, Homi Mody Street, Mumbai-400 001, not less than 48 hours before the commencement of the Meeting.

4. Those Members who have multiple folios with different joint holders may use copies of this Proxy.

Affix

Revenue Stamp

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Page 82: CONCORDE MOTORS (INDIA) LIMITED...used-car division at Maruti Suzuki India Limited (MSIL), joined Tata Motors Limited as Vice President – Sales & Network in October 2015. Mr Barman

CONCORDE MOTORS (INDIA) LIMITED Registered Office: 3rd Floor, Nanavati Mahalaya, 18, Homi Mody Street, Hutatma Chowk, Mumbai 400 001

Tel: 6667 8200/01/02/03 Fax: 2553 7240 Website: www.concrodemotors.com

Email: [email protected] CIN: U24110MH1972PLC15561

Attendance Slip [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

46th Annual General Meeting – Tuesday, September 26, 2017

Members attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand

it over at the entrance of the meeting hall.

I hereby record my presence at the 46TH ANNUAL GENERAL MEETING of the Company held on Tuesday,

September 26, 2017 from 2:00 p.m. to 3:00 p.m. at the Registered Office of the Company, situated at 3rd Floor,

Nanavati Mahalaya, 18, Homi Mody Street, Mumbai – 400 001.

Folio No.: _______________________________________

Name of the Member: ____________________________________________________________________

Signature: __________________________

Name of the Proxyholder: _________________________________________________________________

Signature: _________________________

1. Only Member/Proxyholder can attend the Meeting. 2. Member/Proxyholder should bring his/her copy of the Annual Report for reference at the Meeting. 3. Those Members who have multiple folios with different joint holders may use copies of this Attendance Slip.

A ROUTE MAP SHOWING DIRECTIONS TO REACH THE VENUE OF THE MEETING

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