Mar 31, 2022
Your Directors have the pleasure in presenting the 41st Annual Report on the business and operations of your Company together with the Audited Statements of Accounts for the financial period ended March 31, 2022:
('' in million) |
||
Particulars |
2021-2022 |
2020-2021 |
Total Revenue |
14,948.78 |
9126.48 |
Profit before depreciation & tax |
1,364.68 |
661.68 |
Less : Depreciation, amortisation expenses |
364.18 |
360.03 |
Profit before tax |
1000.50 |
301.65 |
Tax expenses |
256.92 |
74.35 |
Profit for the year after tax |
743.58 |
227.30 |
Other comprehensive income/(Loss) for the year, net of tax |
(5.50) |
5.96 |
Total comprehensive income for the year |
738.08 |
233.26 |
Balance of Profit from Previous Year |
4,815.02 |
4,593.84 |
Less: Dividend |
68.01 |
12.08 |
Profit available for appropriation |
5,485.09 |
4,815.02 |
The Board, at its meeting held on May 17, 2022, is pleased to recommend a dividend of '' 15/- per Equity Share of the face value of '' 10/- each for the financial year ended March 31, 2022 subject to the approval of shareholders at the ensuing Annual General Meeting to be held on Friday, August 5, 2022.
The total amount of Dividend aggregates to '' 226.68 million.
The register of members and share transfer books will remain closed from July 30, 2022 to August 5, 2022 (both days inclusive) for the payment of final dividend to the shareholders of the Company, for the year ended on March 31, 2022.
The Dividend will be paid to members within 30 days from the date of declaration of dividend whose names appear in the Register of Members as on July 29, 2022.
The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company''s website at https://www.autoaxle.com/Downloads/ DividendX20DistributionX20Policy.pdf.
Transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF)
Pursuant to provisions of the Companies Act, 2013, the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the
Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.
Pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting , Audit, Transfer and Refund) Rules, 2016 as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to the IEPF.
Accordingly, the Company has sent notice to the respective shareholders who have not claimed their dividend for seven consecutive years or more and the newspaper advertisement stating the same has been published in the newspapers.
In terms of the provisions of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 a sum of '' 1,48,605/- which is unpaid/unclaimed dividends pertaining to the FY 2013-14 was transferred to the Investor Education and Protection Fund during the year.
The list of equity shareholders whose shares are transferred to IEPF can be accessed on the website of the Company at below mentioned link: https://autoaxle.com/Annual_reports. aspx under the head IEPF Transfers
The total income for the financial year under review was '' 14,948.78 Million as against '' 9,126.48 Million for the previous financial year. The Profit before tax (PBT) was
'' 1000.50 Million for the financial year under review, as against '' 301.65 Million for the previous financial year.
The paid up Equity Share Capital as on March 31, 2021 stood at '' 151.12 Million. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options nor sweat equity.
Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.
The company has not proposed any amount to be transferred to the General Reserves.
The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.
Directors & Key Managerial Personnel:
As on March 31, 2022 there were seven (7) Directors on the Board of your Company, consisting of four (4) Independent Directors, one (1) Executive Director and two (2) NonExecutive Directors of whom one is the Chairman.
Mr. Kenneth James Hogan (DIN: 0009161738) was appointed as an Additional Director of the Board based on nomination received from the Meritor Heavy Vehicle System LLC, one of the promoters, and also on the recommendation of Nomination & Remuneration Committee of the Company, in place of Mr. Chrishan Anton Sebastian Villavarayan (DIN: 03020467) who resigned from the Board, w.e.f May 14, 2021. The Board places its appreciation for Mr. Chrishan Anton Sebastian Villavarayan''s valuable contributions during his tenure. Appointment of Mr. Kenneth James Hogan (DIN: 0009161738) got regularised by the shareholders in their 40th Annual General Meeting held on August 10, 2021.
Mr. Srinivasan Kumaradevan, (DIN: 08107660) has resigned from the position of Wholetime Director of the company with effect from July 31, 2021.
Dr Muthukumar N. (DIN: 06708535) has been appointed as President and Whole-time Director w.e.f. January 27, 2022.
However, after the closure of the financial year:
Mr.Nagaraja Sadashiva Murthy Gargeshwari, (DIN:00839616) has been appointed as President and Whole-time Director of the Company w.e.f. April 7, 2022 for a period of five years subject to the approval of Central Government.
Dr Muthukumar N. (DIN: 06708535) has resigned from the position of Wholetime Director of the company with effect from May 05, 2022.
Below two resolutions were passed by the shareholders through postal ballot on April 26, 2022;
1. Appointment of Mr. Nagaraja Sadashiva Murthy Gargeshwari, (DIN:00839616) as Whole Time Director of the Company for a period of five (5) years effective April 7, 2022.
2. Ratification of appointment of Dr. Muthukumar N., (DIN : 06708535) as Whole Time Director of the Company from January 27, 2022 to April 5, 2022.
In terms of the provisions of the Companies Act, 2013, Dr. B. N. Kalyani, Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence and that there has been no change in the circumstances which may affect their status as independent director during the year as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015.
Further the names of the Independent Directors of the Company have been included in the Data bank maintained by the Indian Institute of Corporate Affairs of Independent directors as per the provisions of the Companies Act, 2013 and the rules made thereunder.
The Companies Act, 2013 states that a formal Annual Evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. Pursuant to these provisions, the Company has developed a framework for the Board evaluation. The framework includes evaluation on various parameters such as information flow, Board dynamics, decision making, company performance and strategy, Board and committee''s effectiveness and peer evaluation.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
During the year 2021-22, Independent Directors met on February 4, 2022, discussed and reviewed the below:
⢠Performance of Non Independent Directors
⢠Performance of the Chairman
⢠Performance of the Board Committees
⢠Discussed on the quality, quantity and timeliness of flow of information between the Company management and the Board Members.
⢠Overall performance of the Company.
The Nomination and Remuneration Committee is responsible for the formulation of criteria for evaluation.
Familiarisation program for the Board Members
Your Company has in place a structured induction and familiarisation program for all its Directors including Independent Directors and new appointee(s) to the Board. Through such programs, the Directors are briefed on the background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events etc.
The Board members are provided with the necessary documents, brochures, reports and internal policies to enable them to familiarise with the Company''s procedure and practice.
Periodic presentations are made at the Board Meetings, Board Committee Meetings and Independent Directors Meetings on business and overall performance updates of the Company, business strategy and risk involved.
The details of programs for Familiarisation for Independent Directors are posted on the website of the Company and can be accessed at below weblink:
https ://www.autoaxle.com/Downloads/Familiarisation%20 Programme%20for%20Independent%20Directors%20 of%2 0Au tomoti ve%2 0Axles%2 0Limited.pdf
Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, your Directors make the following statements:
(a) i n the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
(b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2022 and of the profit of the company for the year ended on that date;
(c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) we have prepared the annual accounts on a going concern basis;
(e) we have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
(f) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Auditors & Auditors'' Reporta. Statutory auditor
M/s. S R Batliboi & Associates LLP, Chartered Accountants [Firm Registration No.: 101049W/ E300004] the statutory auditors of the Company, will hold office till the conclusion of the 41st Annual General Meeting of the Company. The Board has recommended the re-appointment of M/s. S R Batliboi & Associates LLP, Chartered Accountants as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion of the 41st Annual General Meeting scheduled to be held in the year 2022 till the conclusion of the 46th Annual General Meeting to be held in the year 2027, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.
The Auditors'' Report does not contain any qualification, reservation or adverse remarks.
Further, no frauds have been reported by the Auditors in their reports.
On recommendation of the Audit Committee Board of Directors approved the re-appointment of M/s PriceWaterhouse Coopers Services LLP as Internal Auditors of the Company for the Financial Year 2022-23.
Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the rules made there under and based on the recommendations of the Audit Committee, CS Pracheta M, Practicing Company Secretary has been appointed to conduct Secretarial Audit of the Company''s secretarial and other related records for the financial year 2022-23.
The Secretarial Audit Report for the financial year ended March 31, 2022 Form MR-3 is appended to this report under Annexure - A
Explanation for observations made under Secretarial Audit Report:
As per the observations made by secretarial Auditor on delay of 8 days in the reconstitution of Stakeholders relationship committee, it is to clarify to the members that the company has already complied this requirement on November 8, 2022, paid the fine to the stock exchanges and noted it in their Board Meeting held on March
18, 2022. Going forward company will strengthen the process, not to skip such compliance requirement.
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
Corporate Governance is about maximising the value and to ensure fairness to all its shareholders. Your Company is renowned for its exemplary governance standards and believes that sound corporate governance is critical to enhance and retain investor trust. Your Company ensures that performance is driven by integrity.
The Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have strengthened the governance regime in the country and your Company is in compliance with the governance requirements provided under the law both in letter and spirit. The Board also exercises its fiduciary responsibilities in the widest sense of the term.
Your Company has in place all the statutory committees required under the law. Details of the Board Committees along with their terms of reference, composition and meeting of the Board and its Committees held during the year are provided in the Corporate Governance Report which is presented in a separate section forming part of the Annual Report.
A Certificate from CS. Pracheta M., Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3) Schedule V (E) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.
During the financial year, the Board met five times, details of which are provided in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.
Your Company has the following committees which have been established as a part of the corporate governance practices and are in compliance with the requirements of the Companies Act, 2013 and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Stakeholders Relationship Committee
⢠Corporate Social Responsibility Committee
⢠Risk Management Committee
The details with respect to the compositions, roles, number of meetings held during the year is detailed in the corporate governance report of the Company, which forms a part of this Board''s Report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are appended as Annexure - B to this report.
Particulars of Remuneration of Directors & certain specified employees:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each Director to the median of the employees'' remuneration, a statement containing the names of top ten employees in terms of remuneration drawn and every employee who is employed throughout the financial year and was in receipt of a remuneration of '' 102 lacs per annum or more and of every employee who is employed part of the financial year, was in receipt of remuneration of '' 8.50 lacs or more per month is appended as Annexure - C.
The copy of Annual Return for the financial year ending March 31, 2022 is available at https://www.autoaxle.com/ Annual_Return.aspx
Particulars of Loans, Guarantees or Investment under Section 186 of the Companies Act, 2013
Particulars of loans covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans are primarily granted for furtherance of business of the borrowing companies.
Your Company has not given any guarantee or provided any security in connection with a loan to any other body corporate or persons and has not made any investment in the securities of any other body corporate.
Policy on Directors'' Appointment & Remuneration
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. On March 31, 2022, the Board consist of seven members, one of whom is executive or whole-time director, two are non executive directors and four are independent directors out of whom one is an Independent Woman Director.
The Nomination and Remuneration Policy of the Company has been formulated in accordance with the Act and Listing Regulations. The Policy is designed to guide the Board in relation to appointment and removal of directors, Key Managerial Personnel and Senior Management and recommend to the Board on remuneration payable to them. Policy enables the Company to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The current policy is available on Company''s website at https:// www.autoaxle.com/Investor_Policy.aspx
Particulars of contracts or arrangements with Related Parties (RPT)
The related party transactions that were entered into during the financial year were in the ordinary course of business and on the arm''s length basis.
All related party transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are foreseen and of repetitive nature.
For transactions with Meritor HVS (India) Limited, the Company has obtained shareholders'' approval at their 37th Annual General Meeting held on August 13, 2018 for transaction value annually of '' 30,000 Million for a period of five (5) financial years starting from April 1, 2019.
Further, all transactions entered into pursuant to the omnibus approval so granted are reviewed and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their review on a quarterly basis.
In accordance with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at https://www.autoaxle.com/Investor_Policy.aspx
Related Party disclosures as per Indian Accounting Standards (Ind AS)-24 have been provided in Note No. 37 to the financial statement.
The particulars on RPTs in Form AOC 2 is annexed to the Report as Annexure - D
The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. Th is processes include the development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management.
The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analysing the latest trends in risk information available internally and externally and using the same to plan for risk activities.
The Company has set up a Risk Management Committee to review the risks faced by the Company and monitor the development and deployment of risk mitigation action plans and the status is updated to the members of the Audit Committee and the Board of Directors on quarterly basis.
Corporate Social Responsibility (CSR):
The Company has been carrying out various Corporate Social Responsibility (CSR) activities. These activities are in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 read with CSR policy of the Company. During the year the Company has spent '' 36.23 Million on various CSR activities including '' 16.99 Million of unspent CSR amount pertaining to the fiscal year 2020-21.
The Annual Report on CSR activities that includes details about the CSR policy developed and implemented by the Company and CSR initiatives taken during the year is appended to the Report as Annexure - E.
Discussion on state of Company''s affairs has been covered as part of the Management Discussion and Analysis (MDA). MDA for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
Management Discussion and Analysis Report
Pursuant to Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.
Business Responsibility Report
A detailed Business Responsibility Report in terms of the provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is available as a separate section in the Annual Report.
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Under the policy, the Directors and employees are free to report any violation of the applicable laws and regulations and the code of conduct of the Company. The reportable matters are to be disclosed to the Audit Committee. During the year under review, the Company has not received any complaints under the said mechanism.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has always believed in providing a safe workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. The Company has also constituted Internal Committee, as required under the said enactment. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Significant or Material Orders
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
Material Changes and Commitments, if any, affecting the Financial Position of the Company
There were no adverse material changes or commitments occurred after March 31,2022 which may affect the financial position of the Company or may require disclosure.
Subsidiaries, Joint Ventures and Associates
Your Company does not have any subsidiary, joint venture or associates.
Change in the nature of business
There is no change in the nature of business of your Company.
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
During FY 2021-22, your company received recognitions from the following bodies/customers as listed below:
1. Bagged 4 Gold Awards & 1 Silver Award during Confederation of Indian Industry (CII) Mysuru Chapter Convention on Quality Concept Kaizens competition (CCQC-2021) in Sep 2021
2. Won 3 Excellence award in NCQC-2021 Allied Case Study Presentation competition during National Convention on Allied Concepts held during Dec 2021 in Coimbatore
3. Team Pragathi won Excellence award in ICQCC-2021 Allied Case Study Presentation competition during International Convention on Allied Concepts held during Nov 2021 in Hyderabad.
4. Bagged advance problem solving (APS) project appreciation award by Ashok Leyland for the Quality improvements in Aug''21.
5. Bagged Global President quality achievement award by Meritor for the Quality improvement project in Nov''21.
The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.
Your company has not made any application, nor any proceeding is pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
As the company has not made any one time settlement with any banks or financial institution during the year under review, Rule (8) subrule (4) clause (xii) of Companies (Accounts) Rules,2014 is not applicable.
Your Directors wish to convey their gratitude and place on record their appreciation for the employees at all levels for their hard work, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, bankers, business associates, regulatory and government authorities for their continued support.
Your Directors wish to place on record their appreciation for the continued co-operation and support extended by Kalyani Group, Pune, and Meritor Inc., USA
For and on behalf of the Board of Directors Place : Pune B. N. Kalyani
Date : May 17, 2022 Chairman
Mar 31, 2018
To the Members,
The Directors have the pleasure in presenting the 37th Annual Report on the business and operations of your Company together with the Audited Statements of Accounts for the financial period ended March 31, 2018:
Financial Highlights:
(Rs. in million)
Particulars |
2017-2018 |
2016-2017 |
Total Revenue |
15,580.63 |
13039.92 |
Profit before depreciation & tax |
1710.30 |
1143.77 |
Less : Depreciation, amortization & Loss on assets discarded |
432.13 |
393.64 |
Tax expenses |
438.85 |
255.95 |
Profit for the year after tax |
839.32 |
494.18 |
Other comprehensive income for the year, net of tax |
(16.35) |
(5.93) |
Total comprehensive income for the year |
822.97 |
488.25 |
Balance of Profit from Previous Year |
3040.37 |
2652.16 |
Less: Dividend |
120.90 |
83.12 |
Dividend Distribution tax on Dividend |
24.62 |
16.92 |
Profit available for appropriation |
3717.82 |
3040.37 |
Indian Accounting Standards
The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Being applicable, the Company has adopted Ind AS from April 1, 2017 and accordingly, the transition was carried out, from the Indian GAAP as specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (previous GAAP) to Ind AS 101 âFirst time adoption of Indian Accounting Standardsâ.
The impact of transition has been recorded in opening reserves as at April 1, 2016 and the periods presented have been restated / reclassified. The reconciliation and descriptions of the effect of the transition from Indian GAAP to Ind AS have been provided in [Note 39 to 41] in the notes to accounts in the standalone and consolidated financial statements.
Dividend
The Board, at its meeting held on May 8, 2018, is pleased to recommend a dividend of Rs.13.50/- per Equity Share of the face value of Rs.10/- each for the financial year ended March 31, 2018 subject to the approval of shareholders at the ensuing Annual General Meeting to be held on Monday, 13th August, 2018.
The total amount of Dividend aggregates to Rs.204.01 million, excluding Dividend Distribution Tax.
The register of members and share transfer books will remain closed from August 4, 2018 to August 13, 2018 (both days inclusive) for the payment of final dividend to the shareholders of the Company, for the year ended on March 31, 2018.
The Dividend will be paid to members within 30 days from the date of declaration of dividend to the Members whose names appear in the Register of Members as on August 3, 2018.
Transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF)
Pursuant to provisions of the Companies Act, 2013, the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.
Pursuant Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting , Audit, Transfer and Refund) Rules, 2016 as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to the IEPF.
Accordingly, the Company has sent notice to the respective shareholders who have not claimed their dividend for seven consecutive years or more and the newspaper advertisement stating the same has been published in the newspapers.
In terms of the provisions of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting , Audit, Transfer and Refund) Rules, 2016 a sum of Rs.374,757/- which is unpaid/unclaimed dividends pertaining to the FY 2009-10 was transferred to the Investor Education and Protection Fund during the year.
The list of equity shareholders whose shares are transferred to IEPF can be accessed on the website of the Company at below mentioned link: www.autoaxle.com/Annual_reports. aspx under the head IEPF Transfers
Performance of the Company
The total income for the financial year under review was Rs.15,580.63 Million as against Rs.13,039.92 Million for the previous financial year. The Profit before tax (PBT) was Rs.1278.17 Million and the Profit after tax (PAT) was Rs.839.32 Million for the financial year under review, as against Rs.750.13 Million and Rs.494.18 Million respectively for the previous financial year.
Share Capital
The paid up Equity Share Capital as on March 31, 2018 stood at Rs.151.12 Million. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options nor sweat equity.
Deposits
Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.
Transfer to Reserve
The company has not proposed any amount to be transferred to the General Reserve.
Listing
The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.
Directors & Key Managerial Personnel:
As on March 31, 2018 there were seven (7) Directors on the Board of your Company, consisting of four (4) Independent Directors, one (1) Executive Director and two (2) NonExecutive Directors of whom one is the Chairman..
Mr. Chrishan Anton Sebastian Villavarayan (DIN: 03020467) was appointed as an Additional Director of the Board based on nomination received from the Meritor Heavy Vehicle System LLC, one of the promoters, and also on the recommendation of Nomination & Remuneration Committee of the Company, in place of Mr. Joseph A Plomin (DIN: 06739214) who resigned from the Board, with effect from January 31, 2018. The Board places its appreciation for Mr. Plominâs valuable contributions during his tenure. Mr. Villavarayan holds the office upto the ensuing Annual General meeting and his appointment is being sought to be regularised at the ensuing Annual General Meeting.
Mr. Satish Sekhri (DIN: 00211478) has resigned from directorship with effect from February 13, 2018. The Company has, on the recommendation of Nomination & Remuneration Committee and in accordance with provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015, appointed Mr Rakesh Kalra (DIN: 00780354) as Additional and Independent Director, for a tenure of 5 years on February 13, 2018, subject to approval of Members at the forth coming Annual General Meeting (AGM) of the Company. He shall hold office as Additional Director upto the date of the AGM and is eligible for appointment as Director.
In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Narayanaswamy Muthukumar, President & Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
Ms. Thejeshwini. N, Company Secretary resigned from her office with effect from 18th August, 2017 and Mr. Debadas Panda has been appointed as Company Secretary of the Company with effect from 18th August, 2017.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence and that there has been no change in the circumstances which may affect their status as independent director during the year as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015.
Board Evaluation:
The Companies Act, 2013 states that a formal Annual Evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. Pursuant to these provisions, the Company has developed a framework for the Board evaluation. The framework includes evaluation on various parameters such as information flow, Board dynamics, decision making, company performance and strategy, Board and committeeâs effectiveness and peer evaluation.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
During the year 2017-18, Independent Directors met on February 13, 2018, discussed and reviewed the below:
o Performance of Non Independent Directors o Performance of the Chairman o Performance of the Board Committees o Discussed on the quality, quantity and timeliness of flow of information between the Company management and the Board Members. o Overall performance of the Company.
Familiarization programme for the Board Members
Your Company has in place a structured induction and familiarization programme for all its Directors including Independent Directors and new appointee(s) to the Board. Through such programs, the Directors are briefed on the background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events etc.
The Board members are provided with the necessary documents, brochures, reports and internal policies to enable them to familiarize with the Companyâs procedure and practice.
Periodic presentations are made at the Board Meetings, Board Committee Meetings and Independent Directors Meetings on business and overall performance updates of the Company, business strategy and risk involved.
The details of programs for Familiarization for Independent Directors are posted on the website of the Company and can be accessed at: www.autoaxle.com/Directors.aspx
Directorsâ Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, your Directors make the following statements:
(a) i n the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
(b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the company for the year ended on that date;
(c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) we have prepared the annual accounts on a going concern basis;
(e) we have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
(f) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Auditors & Auditorsâ Report
a. Statutory Auditors
At the 36th Annual General Meeting of the Company held on 18th August, 2017, M/s. S R Batliboi & Associates LLP, Chartered Accountants [Firm Registration No.: 101049W/E300004], were appointed as Statutory Auditors to hold office upto the conclusion of the 41st Annual General Meeting of the Company subject to ratification of appointment at every Annual General Meeting. However, the Companies (Amendment) Act, 201 7, published in the Gazette of India on January 3, 2018, omitted first proviso to Section 139(1) of Companies Act 2013, which provided for ratification of appointment of Statutory Auditors by members at every AGM which has been effective from May 7, 2018.
In view of the above, the Board of Directors of the Company have proposed to ratify the appointment of Statutory Auditors and recommended to continue their appointment for the period of four years commencing from the conclusion of this AGM, till the conclusion of 41st AGM, without seeking any further ratification of their appointment from members at the ensuing AGMs.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Further, no frauds have been reported by the Auditors in their reports.
b. Internal Auditor
The Audit Committee and the Board of Directors recommend for the re-appointment of M/s. Pricewaterhouse Coopers Pvt. Ltd. as Internal Auditors of the Company for the Financial Year 2018-19.
c. Secretarial Auditor
Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the rules made there under and based on the recommendations of the Audit Committee, CS Pracheta M, Practicing Company Secretary has been appointed to conduct Secretarial Audit of the Companyâs secretarial and other related records for the Financial year 2017-18.
The Secretarial Audit Report for the financial year ended March 31, 2018 in form MR-3 is appended to this report under Annexure - A
Explanation for observations made by the Company Secretary in practice:
Explanation for observation under clause no. (a) of the Secretarial Audit Report please refer to the reason for âpart of CSR Amount Un-spentâ mentioned in Annexure - G attached to this report.
Explanation for observation under clause no. (b) of the Secretarial Audit Report: Company has good systems and practices for compliances under the Companies Act, 2013 and the Secretarial Standards. During the year Company has met with all the compliance requirements and its process except for few suggestions on improvement on current procedural requirements and henceforth which would be taken care with.
Internal Financial Control
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
Corporate Governance
Corporate Governance is about maximizing the value and to ensure fairness to all its shareholders. Your Company is renowned for its exemplary governance standards and believe that sound corporate governance is critical to enhance and retain investor trust. Your Company ensures that performance is driven by integrity.
The Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have strengthened the governance regime in the country and your Company is in compliance with the governance requirements provided under the law both in letter and spirit. The Board also exercises its fiduciary responsibilities in the widest sense of the term.
Your Company has in place all the statutory committees required under the law. Details of the Board Committees along with their terms of reference, composition and meeting of the Board and its Committees held during the year are provided in the Corporate Governance Report which is presented in a separate section forming part of the Annual Report.
A Certificate from an Independent Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3) Schedule V (E) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.
Meetings of the Board
During the financial year, the Board met four times, details of which are provided in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.
Committees of the Board
Your Company has the following committees which have been established as a part of the corporate governance practices and are in compliance with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
- Corporate Social Responsibility Committee
- Risk Management Committee
The details with respect to the compositions, roles, number of meetings held during the year is detailed in the corporate governance report of the Company, which forms a part of this Boardâs Report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are appended as Annexure - B to this report.
Particulars of Remuneration of Directors & certain specified employees:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each Director to the median of the employeesâ remuneration, a statement containing the names of top ten employees in terms of remuneration drawn and every employee who is employed throughout the financial year and was in receipt of a remuneration of Rs.102 lacs per annum or more and of every employee who is employed part of the financial year, was in receipt of remuneration of Rs.8.50 lacs or more per month is appended as Annexure - C.
Extract of Annual Return 2017-18
The detail forming part of the extract of Annual Return in MGT-9 is appended as Annexure - D to this report.
Particulars of Loans, Guarantees or Investment under section 186 of the Companies Act, 2013
Particulars of loans covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans are primarily granted for furtherance of business of the borrowing companies.
Your Company has not given any guarantee or provided any security in connection with a loan to any other body corporate or persons and has not made any investment in the securities of any other body corporate.
Policy on Directorsâ Appointment & Remuneration
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. On March 31, 2018, the Board consisted of seven members, one of whom is executive or whole-time director, two are non executive directors and four are independent directors out of whom one is Independent Woman Director.
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration.
The Nomination and Remuneration policy is appended as Annexure - E to this report.
Particulars of contracts or arrangements with Related Parties (RPT)
The related party transactions that were entered into during the financial year were in the ordinary course of business and on the armâs length basis.
All related party transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are foreseen and of repetitive nature.
For transactions with Meritor HVS (India) Limited, the Company has obtained shareholdersâ approval at their 33rd Annual General Meeting held on February 5, 2015 for transaction value annually of Rs.25,000 Million p.a for a period of five (5) financial years starting from October 1, 2014.
Further, all transactions entered into pursuant to the omnibus approval so granted are reviewed and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
In accordance with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at www.autoaxle.com/Policy.aspx.
Related Party disclosures as per Indian Accounting Standards (Ind AS)-24 have been provided in Note No. 34 to the financial statement.
The particulars on RPTs in AOC 2 is annexed to the Report as Annexure - F
Risk Management System
The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management.
The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analysing the latest trends in risk information available internally and externally and using the same to plan for risk activities.
The Company has set up a Risk Management Committee to review the risks faced by the Company and monitor the development and deployment of risk mitigation action plans and the status is updated to the members of the Audit Committee and the Board of Directors on quarterly basis.
Corporate Social Responsibility (CSR):
The Company has been carrying out various Corporate Social Responsibility (CSR) activities. These activities are in terms of section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. During the year the Company has spent Rs.7.13 Million on various CSR activities.
The Annual Report on CSR activities that includes details about the CSR policy developed and implemented by the Company and CSR initiatives taken during the year is appended to the Report as Annexure - G.
State of Companyâs Affairs
Discussion on state of Companyâs affairs has been covered as part of the Management Discussion and Analysis (MDA). MDA for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
Management Discussion and Analysis Report
Pursuant to Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.
Vigil Mechanism
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 1 77 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. Under the policy, the Directors and Employees are free to report any violation of the applicable laws and regulations and the code of conduct of the Company. The reportable matters are to be disclosed to the Audit Committee. During the year under review, the Company has not received any complaints under the said mechanism.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has always believed in providing a safe workplace for every individual working in Companyâs premise through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Significant and Material Orders
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
Material Changes and Commitments, if any, affecting the Financial Position of the Company
There were no adverse material changes or commitments occurred after March 31, 2018 which may affect the financial position of the Company or may require disclosure.
Subsidiaries, Joint Ventures and Associates
Your Company does not have any subsidiary, joint venture nor any associates.
Change in the nature of business
There is no change in the nature of business of your Company.
Secretarial Standards:
The Company has complied with the applicable secretarial standards. The improvements suggested by the Secretarial auditor shall be implemented in the ensuing year.
Awards and Recognition
During the year 2017-18, your Company was conferred with awards and recognition as listed below:
1. The Company bags Gold Award for outstanding performance in delivery during the Ashok Leyland Supplier Conference meet held in Chennai during Aprilâ 2017.
2. Got Certified by Union of Japanese Scientists & Engineers (JUSE) through Quality Circle Forum of India (QCFI) in the month of Dec 2017 for Implementing best 5S practices.
3. During Quality Circle Forum of India (QCFI) 1st Chapter Convention held on May 28, 2017 at Vidyavardhaka Engineering College, Mysuru, AAL Teams bagged 9 gold awards and 1 silver award.
4. Won Gold Awards in Ooty and Bangalore conventions which was organised by Quality Circle Forum of India (QCFI) during the months of Aug and Sep 2017.
5. Won 3 Excellence and 1 Par Excellence Awards during National Convention on Quality Concepts-at Mysuru held during the month of Dec 2017 including one 5S Home Kaizen Award.
Acknowledgements
Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, bankers, business associates, regulatory and government authorities for their continued support.
Your Directors wish to place on record their appreciation for the continued co-operation and support extended by Kalyani Group, Pune, and Meritor Inc., USA
For and on behalf of the Board of Directors
Place : Pune Dr. N. Muthukumar B. C. Prabhakar
Date : 8th May 2018 President & Whole-time Director Director
Mar 31, 2017
To the Members,
The Directors have the pleasure in presenting the 36th Annual Report on the business and operations of your Company together with the Audited Statements of Accounts for the financial period ended March 31, 2017:
FINANCIAL HIGHLIGHTS:
(Rs. in million)
Particulars |
2016-2017 |
2015-2016 |
Total Revenue |
11,488.17 |
10,875.44 |
Profit before depreciation & tax |
1133.23 |
919.94 |
Less : Depreciation, amortization & Loss on assets discarded |
394.63 |
404.70 |
Tax expenses |
252.81 |
167.50 |
Profit After Tax |
485.79 |
347.74 |
Balance of Profit from Previous Year |
2546.45 |
2,298.81 |
Profit available for appropriation |
3032.25 |
2,646.55 |
Appropriations : |
||
Dividend for the year |
- |
83.12 |
Tax on dividend |
- |
16.98 |
Transfer to General Reserve |
- |
- |
Surplus retained in Profit & Loss Account |
3032.25 |
2,546.45 |
DIVIDEND
The Board, at its meeting held on May 18, 2017, is pleased to recommend a dividend of Rs.8/- per Equity Share of the face value of Rs.10/- each for the financial year ended March 31, 2017 subject to the approval of shareholders at the ensuing Annual General Meeting to be held on Friday, August 18, 2017.
The total amount of Dividend aggregates to Rs.120.90 million, excluding Dividend Distribution Tax.
The register of members and share transfer books will remain closed from August 16, 2017 to August 18, 2017 (both days inclusive) for the payment of final dividend to the shareholders of the Company, for the year ended on March 31, 2017.
The Dividend will be paid to members within 30 days from the date of declaration of dividend to the Members whose names appear in the Register of Members as on August 15, 2017.
Transfer of Amount to Investor Education & Protection Fund
In terms of the provisions of the Companies Act, 2013 and Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 a sum of Rs.133,753/- which is unpaid/unclaimed dividends pertaining to the FY 2008-09 was transferred to the Investor Education and Protection Fund during the year.
PERFORMANCE OF THE COMPANY
The Sales and other income for the financial year under review was Rs.11,488.17 Million as against Rs.10,875.44 Million for the previous financial year. The Profit before tax (PBT) was Rs.738.60 Million and the Profit after tax (PAT) was Rs.485.79 Million for the financial year under review, as against Rs.515.24 Million and Rs.347.74 Million respectively for the previous financial year.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2017 stood at Rs.151.12 Million. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options nor sweat equity.
DEPOSITS
Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.
TRANSFER TO RESERVE
There is no transfer to General Reserve Account duri ng the year under review.
LISTING
The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
As on March 31, 2017 there were seven (7) Directors on the Board of your Company, consisting of four (4) Independent Directors, two (2) Non-Executive Directors of whom one is the Chairman and one (1) Executive Director. None of the Directors have resigned or appointed during the year under review.
In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Narayanaswamy Muthukumar, President & Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
Mr. S Ramkumar, Chief Financial Officer & Company Secretary retired from his office with effect from April 30, 2016 and Mr. Ranganathan Sankaran has been appointed as Chief Financial Officer of the Company with effect from April 1, 2016.
Ms. Thejeshwini. N has been appointed as Company Secretary of the Company with effect from November 5, 2016.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence and that there has been no change in the circumstances which may affect their status as independent director during the year as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015.
BOARD EVALUATION:
The Companies Act, 2013 states that a formal Annual Evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. Pursuant to these provisions, the Company has developed a framework for the Board evaluation. The framework includes evaluation on various parameters such as information flow, Board dynamics, decision making, company performance and strategy, Board and committeeâs effectiveness and peer evaluation.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
During the year 2016-17, Independent Directors met on February 6, 2017, discussed and reviewed the below:
- Performance of Non Independent Directors
- Performance of the Chairman
- Performance of the Board Committees
- Discussed on the quality, quantity and timeliness of flow of information between the Company management and the Board Members
- Overall performance of the Company
FAMILIARIZATION PROGRAMME FOR THE BOARD MEMBERS
Your Company has in place a structured induction and familiarization programme for all its Directors including Independent Directors and new appointee(s) to the Board. Through such programs, the Directors are briefed on the background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events etc.
The Board members are provided with the necessary documents, brochures, reports and internal policies to enable them to familiarize with the Companyâs procedure and practice.
Periodic presentation are made at the Board Meetings, Board Committee Meetings and Independent Directors Meetings on business and overall performance updates of the Company, business strategy and risk involved.
The details of programs for Familiarization for Independent Directors are posted on the website of the Company and can be accessed at: www.autoaxle.com/Directors.aspx
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, your Directors make the following statements:
(a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
(b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2017 and of the profit of the company for the year ended on that date;
(c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) we have prepared the annual accounts on a going concern basis;
(e) we have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS & AUDITORSâ REPORT a. Statutory Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountant, Bangalore (Firm Registration No.008072S) were appointed as auditors of the Company since its inception. They were last re-appointed as auditors of the Company at 33rd Annual General Meeting held on February 5, 2015 as per the Companies Act, 2013. Currently, they are holding office of the auditors up to the conclusion of the 36th Annual General Meeting. As per second proviso to Section 139(2) of the Companies Act, 2013, (the Act), a transition period of three years from the commencement of the Act is provided to appoint a new auditor if the existing auditorâs firm has already completed the tenure as per the provisions of the Companies Act, 2013.
Accordingly, as per the said requirements of the Act, M/s.S R Batliboi & Associates LLP Chartered Accountants (Firm Registration No. 1 01 049W/E300004) are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of 36th Annual General Meeting till the conclusion of the 41st Annual General Meeting, subject to ratification by shareholders every year, as may be applicable, in place of M/s. Deloitte Haskins & Sells, Chartered Accountants.
M/s. S R Batliboi & Associates LLP, Chartered Accountants, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.
The Audit Committee and the Board of Directors recommend for the appointment of M/s. S R Batliboi & Associates LLP, Chartered Accountants, as statutory auditors of the Company from the conclusion of the 36th Annual General Meeting till the conclusion of 41st Annual General Meeting, to the shareholders.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Further no frauds have been reported by the Auditors in their reports.
b. Internal Auditor
The Audit Committee and the Board of Directors recommend for the re-appointment of M/s. Price Waterhouse & Co. Bangalore, LLP Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2017-18.
c. Secretarial Auditor
Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the rules made there under and based on the recommendations of the Audit Committee, CS Pracheta M, Practicing Company Secretary has been appointed to conduct Secretarial Audit of the Companyâs secretarial and other related records for the Financial year 2016-17.
The Secretarial Audit Report for the financial year ended March 31, 2017 in form MR-3 is appended to this report under Annexure - A.
Explanation for observations made by the Company Secretary in practice:
The compliance under Secretarial Standards on meetings of the Board of Directors have been largely met with but for certain improvements on the procedural aspects which would be complied henceforth.
INTERNAL FINANCIAL CONTROL
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
CORPORATE GOVERNANCE
Corporate Governance is about maximizing the value and to ensure fairness to all its shareholders. Your Company is renowned for its exemplary governance standards and believe that sound corporate governance is critical to enhance and retain investor trust. Your Company ensures that performance is driven by integrity.
The Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 [SEBI (LODR Regulations), 2015] have strengthened the governance regime in the country and your Company is in compliance with the governance requirements provided under the law both in letter and spirit. The Board also exercises its fiduciary responsibilities in the widest sense of the term.
Your Company has in place all the statutory committees required under the law. Details of the Board Committees along with their terms of reference, composition and meeting of the Board and its Committees held during the year are provided in the Corporate Governance Report which is presented in a separate section forming part of the Annual Report.
A Certificate from an Independent Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3) [(Schedule V (E)] of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.
MEETINGS OF THE BOARD
During the financial year the Board met four times, details of which are provided in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days as prescribe under the Companies Act, 2013.
COMMITTEES OF THE BOARD
Your Company has the following committees which have been established as a part of the corporate governance practices and are in compliance with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.
- Audit Committee
- Nomination and Remuneration Committee O Stakeholders Relationship Committee
- Corporate Social Responsibility Committee
- Risk Management Committee
The details with respect to the compositions, roles, number of meetings held during the year is detailed in the corporate governance report of the Company, which forms a part of this Boardâs Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are appended as Annexure - B to this report.
PARTICULARS OF REMUNERATION OF DIRECTORS & CERTAIN SPECIFIED EMPLOYEES:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each Director to the median of the employeesâ remuneration, a statement containing the names of top ten employees in terms of remuneration drawn and every employee who is employed throughout the financial year and was in receipt of a remuneration of Rs.102 lacs per annum or more and of every employee who is employed part of the financial year, was in receipt of remuneration of Rs.8.50 lacs or more per month is appended as Annexure - C.
EXTRACT OF ANNUAL RETURN 2016-17
The detail forming part of the extract of Annual Return in MGT - 9 is appended as Annexure - D.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of loans covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans are primarily granted for furtherance of business of the borrowing companies.
Your Company has not given any guarantee or provided any security in connection with a loan to any other body corporate or persons and has not made any investment in the securities of any other body corporate.
POLICY ON DIRECTORSâ APPOINTMENT & REMUNERATION
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On March 31, 2017, the Board consists of seven members, one of whom is executive or whole-time director, two are non executive directors and four are independent directors out of which one is Independent Woman Director.
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration.
The Nomination and Remuneration policy is appended as Annexure - E to this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPT)
The related party transactions that were entered into during the financial year were in the ordinary course of business and on the armâs length basis.
All related party transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are foreseen and of repetitive nature.
For transactions with Meritor HVS (India) Limited, the Company has obtained shareholderâ approval in their 33rd Annual General Meeting held on February 5, 2015 for transaction value annually of Rs.25,000 Million for a period of five (5) financial years starting from October 1, 2014.
Further, all transactions entered into pursuant to the omnibus approval so granted are reviewed and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at www.autoaxle. com/Policy.aspx.
Related Party disclosures as per AS-18 have been provided in Note 32 to the financial statement.
The particulars on RPTs in AOC 2 is annexed to the Report as Annexure - F.
RISK MANAGEMENT SYSTEM
The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management.
The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analysing the latest trends in risk information available internally and externally and using the same to plan for risk activities.
The Company has set up a Risk Management Committee to review the risks faced by the Company and monitor the development and deployment of risk mitigation action plans and the status is updated to the members of the Audit Committee and the Board of Directors on quarterly basis.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has been carrying out various Corporate Social Responsibility (CSR) activities. These activities are in terms of section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. During the year the Company has spent Rs.3.83 Million on various CSR activities.
The Annual Report on CSR activities that includes details about the CSR policy developed and implemented by the Company and CSR initiatives taken during the year is appended to the Report as Annexure - G.
STATE OF COMPANYâS AFFAIRS
Discussion on state of Companyâs affairs has been covered as part of the Management Discussion and Analysis (MDA). MDA for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.
VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. Under the policy the Directors and Employees are free to report any violation of the applicable laws and regulations and the code of conduct of the Company. The reportable matters are to be disclosed to the Audit Committee. During the year under review, the Company has not received any complaints under the said mechanism.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe workplace for every individual working in Companyâs premise through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no adverse material changes or commitments occurred after March 31, 2017 which may affect the financial position of the Company or may require disclosure.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Your Company does not have any subsidiary, joint venture nor any associates.
CHANGE IN THE NATURE OF BUSINESS
There are no change in the nature of business of your Company.
AWARDS AND RECOGNITION
During the year 2016-17, your Company was conferred with awards and recognition as listed below:
1. Machinist Super Shop Floor 2016 Award in Green Manufacturing Category on May 26, 2016 at Pune.
2. During Quality Circle Forum of India (QCFI) 7th Regional Convention Quality Concepts-Kaizen Award held on May 22, 2016 at Vidyavardhaka College, Mysuru your Company bagged 13 gold awards, 1 silver award and 1 bronze award.
3. Your Company won Quality Circle Forum of India (QCFI) - Chapter Convention of Quality Concepts Kaizen Awards at Coimbatore on October 15, 2016 and QCFI - CCQC 2016 Kaizen Awards at Bangalore on October 23, 2016.
Acknowledgements
Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, bankers, business associates, regulatory and government authorities for their continued support.
Your Directors wish to place on record their appreciation for the continued co-operation and support extended by Kalyani Group, Pune, and Meritor Inc., USA
For and on behalf of the Board of Directors
Place: Pune Dr. B. N. Kalyani
Date: 18th May, 2017 Chairman
Mar 31, 2016
The Directors have the pleasure in presenting the 35th Annual Report
on the business and operations of the Company together with the Audited
Statements of Accounts for the financial period ended 31st March 201 6:
FINANCIAL HIGHLIGHTS:
2015-2016 2014-2015
Particulars (12 months) (6 months)
Total Revenue 10,875.44 4,617.03
Profit before depreciation &
tax 919.94 338.03
Less : Depreciation,
amortization & Loss on assets
discarded 404.70 173.21
Provision for
Taxation 67.50 59.40
Profit After Tax 347.74 105.42
Balance of Profit from
Previous Year 2,298.81 2,223.20
Profit available for
appropriation 2,646.55 2,328.62
Appropriations :
Dividend for the year 83.12 15.11
Tax on dividend 6.98 4.16
Transfer to General
Reserve - 10.54
Surplus retained in
Profit & Loss
Account 2,546.45 2,298.81
DIVIDEND
Your Directors are pleased to recommend a Dividend of X 5.50 per equity
share of face value of X 1 0/- each for the period ended 31st March
2016 aggregating to X 83.12 million, excluding Dividend Distribution
Tax.
The Dividend, subject to the approval of Members at the Annual General
Meeting to be held on 12th August 2016, will be paid within 30 days
from the date of declaration of dividend to the Members whose names
appear in the Register of Members, as on the date of book closure, i.e.
from 10th August 201 6 to 12th August 201 6 (both days inclusive).
In terms of the provisions of the Companies Act, a sum of X 304,635/-
of unpaid/unclaimed dividends was transferred during the year to the
Investor Education and Protection Fund.
PERFORMANCE OF THE COMPANY
The Sales and other income for the financial period (1 2 months) under
review wasRs, 1 0,875.44 Million as against Rs,4,61 7.03 Million for
the previous financial year (6 months). The Profit before tax (PBT) of
X 51 5.24 Million and the Profit after tax (PAT) of X 347.74 Million
for the financial period under review, as against Rs, 164.82 Million
and Rs, 105.42 Million respectively for the previous financial year.
The Company in its journey towards world class manufacturing has
further improved the quality standards towards Zero Chips, Oil &
Coolant (COC) initiatives implemented last financial year in all
plants, to make it clean from Chips, Oil and Coolant on floor. Further,
to improve the standards of Organization Health and Safety, your
organization implemented OHSAS 18001 and was certified for OHSAS 1 8001
2007 which is valid for three years.
BOARD OF DIRECTORS
Ms.Sudhasri.A resigned from the Board due to other pressing engagements
effective 10th February 2016. The Board places its appreciation for her
valuable contributions made during her tenure.
Pursuant to Sections 149 and 1 52 of the Companies Act, 201 3 and in
terms of Regulation 1 7 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Board of Directors has at its
meeting held on 1 0th February 201 6, appointed Ms.Supriti Bhandary as
an additional director, who is being proposed to be appointed as an
Independent Director with effect from the date of ensuing Annual
General Meeting. The requisite resolution for approval of her
appointment as Independent Director is being proposed in the notice of
the meeting for the approval of the members.
In terms of the provisions of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Joseph A Plomin, Non-Executive
Director of the Company retires by rotation at the ensuing Annual
General Meeting and, being eligible, offers himself for re-appointment.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013.
FIXED DEPOSITS
Your Company has not accepted any Public Deposits under Chapter V of
Companies Act, 201 3, during the year.
POLICY ON NOMINATION & REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL (KMP) & OTHER EMPLOYEES
The Company has framed a policy on Nomination & Remuneration of
Directors, KMP & other employees as per the requirement of the
Companies Act, 2013 which formulates the criteria for determining
qualifications, positive attributes & independence of a director and
their remuneration. The Nomination and Remuneration Policy is annexed
herewith as Annexure - A to this report.
AUDITORS & AUDITORS'' REPORT
The report given by the Statutory Auditors on the financial statements
of the Company is part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.
M/s. Deloitte Haskins & Sells (Chennai), Bengaluru were appointed as
Statutory Auditors of your Company in the Annual General Meeting held
on 5th February 2015 for a term of three consecutive years. As per the
provisions of Section 1 39 of the Companies Act, 201 3, the appointment
of Auditors is required to be ratified by Members at every Annual
General Meeting.
No frauds have been reported by the Auditors in their reports.
The Secretarial Audit Report for 2015-16 in form MR-3 is annexed to
this Report under Annexure - B
Explanation for observations made by the Company Secretary in Practice
:
The compliances under Secretarial Standards on meetings of the Board of
Directors have been largely met with but for certain minor improvements
which would be complied henceforth.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made there under and based on the recommendation from the
Audit Committee, CS. Pracheta M, Practicing Company Secretary has been
appointed by the Board to conduct the secretarial audit of Company''s
secretarial and related records for the financial year 201 6-1 7.
CORPORATE GOVERNANCE
Your Company is renowned for exemplary governance standards since
inception and continues to lay a strong emphasis on transparency,
accountability and integrity.
The Companies Act, 201 3 and the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (LODR Regulations) have strengthened
the governance regime in the Country. Your Company is in compliance
with the governance requirements provided under the new law and has
proactively adopted many provisions of the new law, ahead of time. Your
Company is committed to embrace the new law in letter and spirit. In
line with the requirements of new law, your Company has constituted
Board Committees. Your Company has in place all the statutory
committees required under the law. Details of Board Committees along
with their terms of reference, composition and meetings of the Board
and Board Committees held during the year, are provided in the
Corporate Governance Report.
A Certificate from an Independent Practicing Company Secretary
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Regulation 34(3) (Schedule V(E)) of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 is
attached to the Corporate Governance Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are provided as Annexure - C to this
report.
ANNUAL RETURN 2015-16
The extract of annual return in MGT - 9 is annexed under Annexure -D
RELATED PARTY TRANSACTIONS (RPT)
In line with the requirements of the Companies Act, 2013 and LODR
Regulations, your Company has formulated a Policy on Related Party
Transactions which is also available on Company''s website at
www.autoaxle.com/Policy.aspx. This Policy specifically deals with the
review and approval of Material Related Party Transactions keeping in
mind the potential or actual conflicts of interest that may arise
because of entering into these transactions. All Related Party
Transactions are placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for Related Party
Transactions on annual basis for transactions which are of repetitive
nature and / or entered in the ordinary course of business and are at
Arm''s Length.
All Related Party Transactions entered during the year were in ordinary
course of the business and on arm''s length basis. The particulars on
RPTs in AOC 2 is annexed to the Report as Annexure E
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Disclosure on CSR has been annexed to the Report under Annexure F
PARTICULARS OF REMUNERATION OF DIRECTORS & CERTAIN SPECIFIED EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, the names and other particulars of
certain employees, who are covered by the said rules, are set out in
the Annexure G to the Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act,
2013 with respect to Directors'' Responsibility Statement, it is hereby
confirmed that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) we 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) we 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) we have prepared the annual accounts on a going concern basis; and
(e) we have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively.
(f) we have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
RISK MANAGEMENT SYSTEM AND ITS POLICY
Your Company introduced the Risk Management System almost a decade back
and it has attained the maturity whereby the Enterprise-wise
Risk-log-cum-register is being maintained by the departmental head and
is being periodically reviewed for adequacy and effectiveness by the
Audit Committee and the Board. The Company''s Risk Management Committee
is being assisted by Chief Risk-Coordinator. The Risk Management policy
developed by the Company aims to cover all the business and other
risks, which are revisited at reasonable intervals.
The Board level Committee on Risk Management is formed with the
following directors as its members:
(a) Mr. B C Prabhakar, Chairman
(b) Dr. N Muthukumar, Member
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with Regulation 34(2)(e) of LODR Regulations, the
Management Discussion and Analysis Report is presented in a separate
section forming part of the Annual Report.
BOARD ANNUAL EVALUATION
The Nomination & Remuneration Committee arranges for a performance
evaluation of the Board, its Committees and its individual Directors on
an annual basis. The Committee will conduct an annual review of the
role of the Board, assess the performance of the Board over the
previous 12 months and examine ways of assisting the Board in
performing its duties more effectively.
The review will include:
(a) comparing the performance of the Board with the requirements of the
Act;
(b) examination of the Board''s interaction with management;
(c) the nature of information provided to the Board by management; and
(d) management''s performance in assisting the Board to meet its
objectives.
A similar review will be conducted for each Committee by the Board with
the aim of assessing the performance of each Committee and identifying
areas where improvements can be made. The Nomination & Remuneration
Committee will oversee the performance evaluation of the Senior
Management Team. This evaluation is based on specific criteria,
including the business performance of the Company, whether strategic
objectives are being achieved and the development of management
personnel.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation of the
positive co-operation received from the Central Government, the
Government of Karnataka, Financial Institutions and the Bankers. The
Directors also wish to place on record their deep sense of appreciation
for the commitment displayed by all executives, officers, workers and
staff of the Company resulting in the successful performance of the
Company during the year.
Your Directors wish to place on record their appreciation for the
continued co-operation and support received from the Kalyani Group,
Pune, and Meritor Inc., USA
For and on behalf of the Board of Directors
Place: Pune Dr. B.N. Kalyani
Date: 1 Oth May 201 6 Chairman
Sep 30, 2014
To the Members,
The Directors have the pleasure in presenting the 33rd Annual Report
on the business and operations of the Company and the audited accounts
for the financial year ended 30th September, 2014.
FINANCIAL RESULTS
(Rsin Million)
Particulars 2013-2014 2012-2013
Profit before Depreciation & Tax 553.41 470.87
Less : depreciation & amortisation 294.79 285.29
Provision for Taxation - Current/
Deferred/ Fringe Benefit Tax 76.83 58.60
Profit After Tax 181.79 126.98
Balance of Profit from Previous Year 2,103.79 2,024.87
Profit available for appropriation 2,285.58 2,151.85
Appropriations :
Dividend for the year 37.78 30.22
Tax on dividend 6.42 5.14
Transfer to General Reserve 18.18 12.70
Surplus retained in Profit & Loss
Account 2,223.20 2,103.79
REVIEW OF PERFORMANCE
The Gross Sales and other income for the financial year under review
was '' 7,576.72 Million as against '' 7,154.12 Million for the previous
financial year. The Profit before Tax of '' 258.62 Million and the
Profit After Tax of ''181.79 Million for the financial year under review
as against '' 185.58 Million and '' 126.98 Million respectively for the
previous financial year.
DIVIDEND
Your Directors are pleased to recommend a Final Dividend of '' 2.50 per
Equity Share (25%) of the face value of '' 10/- each, aggregating to ''
37.78 (exclusive of tax on dividend) for the financial year ended on
30th September, 2014 for your consideration.
The dividend payout for the year under review has been formulated in
accordance with shareholders'' aspirations. The Company''s policy to pay
sustainable dividend linked to long term growth objectives of the
Company to be met by internal cash accruals.
DIRECTORS
In terms of the provisions of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Joseph A. Plomin Director of the
Company, retires by rotation at the ensuing Annual General Meeting
(AGM) and being eligible, offers him for re-appointment.
Mr. Marco Bassi was appointed as an Additional Director based on
nomination received from the Meritor Heavy Vehicle System LLC, one of
the promoters, in the place of Mr. Chris Villavarayan who resigned from
the Board. The Board places its appreciation for the valuable
contributions made by Mr. Villavarayan during his tenure. Mr. Bassi
holds the office upto the ensuing AGM and his appointment is being
sought to be regularised at the ensuing AGM.
Pursuant to Sections 149 and 152 of the Companies Act, 2013 and in
terms of Clause 49 of the Listing Agreement, the Board of Directors
has, at its meeting held on 25th November, 2014, appointed the existing
Independent Directors Mr. B B Hattarki, Mr. B C Prabhakar, and Mr.
Satish Sekhri as Independent Directors for a term of five consecutive
years with effect from the date of ensuing AGM, subject to approval of
shareholders in their Meeting. The requisite resolutions for approval
of their appointment as Independent Directors are being proposed in the
notice of the ensuing AGM for the approval of the members.
The Company has received declarations from all the Independent
Directors of the Company, confirming that they meet with the criteria
of independence as prescribed both under sub-section (6) of Section 149
of the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
The Company is required to appoint two more Independent Directors and a
Woman Director on the Board. The Company is under the process of
identifying suitable candidatures for appointment.
AUDITORS & AUDITORS'' REPORT
M/s Deloitte Haskins & Sells (Chennai), Bangalore, Chartered
Accountants, Statutory Auditors of the Company were holding office as
Auditors, prior to the commencement of the Companies Act, 2013 ("the
Act") and for more than 10 years now. In terms of the provisions of the
Act and the related rules there under, in respect of rotation of
auditors, M/s. Deloitte Haskins & Sells (Chennai), Bangalore are
eligible for re-appointment for three consecutive financial years
subject to ratification of the appointment by the members at every AGM
held after the ensuing AGM.
The Directors, based on the recommendation of the Audit Committee,
propose the appointment of M/s. Deloitte Haskins & Sells (Chennai),
Bangalore for the period from the conclusion of ensuing 33rd AGM till
the conclusion of the 36th AGM and seek authority for fixation of their
remuneration for the year 2014-15.
The Company has received letter from Deloitte Haskins & Sells
(Chennai), Bangalore to the effect that their appointment, if made,
would be within the prescribed limits under the Companies Act, 2013,
and the conditions prescribed read with the Rule 4 of Companies (Audit
and Auditors) Rules, 2014 and that they are eligible for such
appointment.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made there under and based on the recommendation from the
Audit Committee, CS. Pracheta M, Practicing Company Secretary has been
appointed to conduct a secretarial audit of Company''s Secretarial and
related records for the financial year 2014-15. The Secretarial
standards issued by the Institute of Company Secretaries of India
(ICSI) from time to time are currently recommendatory in nature. The
Company is, however, complying with most of them.
CORPORATE SOCIAL RESPONSIBILITY
Section 135 of the Companies Act, 2013 along with the Rules there under
and revised Schedule VII to the Act, concerning Corporate Social
Responsibility (CSR), have been effective from 1st April, 2014. The
Company being covered under the provisions of the said section has
taken necessary initial steps in this regard. A committee of the
Directors, titled ''Corporate Social Responsibility Committee'', has been
formed by the Board in its meeting held on 29th April, 2014, consisting
of the following Directors:
a. Mr. Amit B. Kalyani, Chairman
b. Mr. B. C. Prabhakar, Member
c. Mr. N. Muthukumar, Member
A policy on CSR has been formulated for the Company and was approved by
the Board in its meeting held on 14th August, 2014.
CHANGE IN FINANCIAL YEAR
The new Companies Act, 2013 has mandated the financial year to be in
line with the Section 2(41) of the Act which is April to March as
against our financial
year October to September. The Act also gives two years'' timeline from
the date of its notification i.e., 12th September, 2013. Hence, we had
option either to close the year 2013-14 on 31st March, 2014 or to close
the year 2014-15 on 31st March, 2015. The Board in its meeting held on
10th February, 2014 decided to close the financial year by 6 months
from October 2014 to March 2015, so as to comply with the Companies
Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with Clause 49 of the Listing Agreement with Stock
Exchanges, the Management Discussion and Analysis Report is presented
in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company has adopted the Corporate Governance Policies and Code of
Conduct which has set out the systems, processes and policy conforming
to the best standards. The report on Corporate Governance as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges,
forms part of the Annual Report.
A Certificate from an Independent Practicing Company Secretary
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49, is attached to this Report.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet
date.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956, the dividend which remained unclaimed for a period of seven years
has been transferred by the Company to the Investor Education and
Protection Fund.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 21 7(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are provided as Annexure - A to this report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of employees are set out in
the Annexure to the Directors'' Report. Having regard to the provisions
of Section 219(1)(b)(iv) of the Companies Act 1956, the Annual Report
excluding the aforesaid information is being sent to all the members
and others entitled thereto. Any member interested in obtaining such
particulars, may write to the Company Secretary at the Registered
Office of the Company.
During the year under review, pursuant to the new legislation
"Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Workplace Act 2013" introduced by the GOI, which came into effect from
9th December, 2013. The Company has constituted a Committee and framed
a Policy on Prevention of Sexual Harassment at Workplace as per the
applicable rules. So far no complaints have been received by the
Committee.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year
ended 30th September, 2014 the applicable Accounting Standards had been
followed along with proper explanation relating to material departures;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 30th September, 2014 and of the profit of the
Company for the year under review;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors had prepared the annual accounts for financial year
ended on 30th September, 2014 on a ''going concern'' basis.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation of the
positive cooperation received from the Central Government, the
Government of Karnataka, Financial Institutions and the Bankers. The
Directors also wish to place on record their deep sense of appreciation
for the commitment displayed by all executives, officers, workers and
staff of the Company resulting in the successful performance of the
Company during the year.
Your Directors wish to place on record their appreciation for the
continued cooperation and support received from the Kalyani Group,
Pune, and Meritor Inc., USA for and on behalf of the Board of Directors
Place: Mysuru B. N. Kalyani
Date: 25th November, 2014 Chairman
Sep 30, 2013
To the Members,
The Directors have the pleasure in presenting the 32nd Annual Report
on the business and operations of the Company and the accounts for the
financial Year, ended 30th September, 2013.
FINANCIAL RESULTS
(Rs. in Million)
2012-2013 2011-2012
Profit before Depreciation & Tax 470.87 939.63
Less : depreciation & amortisation 285.29 273.88
Provision for Taxation - Current/
Deferred/ Fringe Benefit Tax 58.60 215.57
Profit After Tax 126.98 450.18
Balance of Profit from Previous Year 2,024.87 1,795.43
Profit available for appropriation 2,151.85 2,245.61
Appropriations :
Dividend for the year 30.22 151.12
Tax on dividend 5.14 24.52
Transfer to General Reserve 12.70 45.10
Surplus retained in Profit & Loss Account 2,103.79 2,024.87
REVIEW OF PERFORMANCE
The Gross Sales and other income for the financial year under review
was Rs. 7154.12 Million as against Rs. 10,445.63 Million for the previous
financial year. The Profit Before Tax of Rs. 185.58 Million and the
Profit After Tax of Rs. 126.98 Million for the financial year under
review as against Rs. 665.75 Million and Rs. 450.18 Million respectively
for the financial year.
Despite a volatile economic scenario, your Company launched two new
products in 2012-13 - one in the lower variant of 5T axle and the
higher variant of 18T reduction axle. Your Company also got a
prestigious contract manufacturing order from TELCON for manufacturing
the 100T dump truck axle. This places your Company in a completely new
segment of axles, expanding our product range from 5T GVW to 100T GVW.
Moreover, your Company launched prototypes for four new products: MS04
- 5T axle; HR 610 -18T hub reduction axles; and 6x6 and 8x8 axle for
military application.
Your Company will continue to adapt to the evolving market trends and
focus on creating a sustainable organisation. Moving ahead, AAL is
determined to broaden the product portfolio to address a wider
cross-section of auto component industry. You Company has strategically
diversified into off-highway and military vehicles segments to try and
mitigate the volatility in MHCV segment. Moreover, your Company with
many global players eyeing to capitalise on the under-penetrated MHCVs
market in India, it gives us an added opportunity to serve them as
well.
DIVIDEND
The Directors recommend the payment of dividend of Rs. 2/- per share of
Rs. 10/- each. The Dividend Distribution tax shall be paid by the Company
and the dividend distributed to shareholders is exempt from tax.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS
ON CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement with Stock
Exchanges, the Management Discussion and Analysis Report and the Report
of the Directors on Corporate Governance form part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are provided as Annexure - A to this report.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet
date.
DIRECTORS
Chris Villavarayan was appointed as a non-retiring Director based on
nomination received from the Meritor Heavy Vehicle System LLC, one of
the promoters, in the place of Pedro N. Ferro who resigned from the
Board. The Board places its appreciation to Mr. Ferro for his valuable
contributions during his tenure.
P C. Bhalerao resigned from the directorship of the company effective
25.11.2013. The Board accepted his resignation and thanked Mr. Bhalerao
for the contribution made by him during his tenure on the Board.
Ashok Rao ceased to be a Whole Time Director effective 30.09.2013
consequent to his resignation from the employment with the company. The
Board while accepting his resignation, placed on record its
appreciation for the services rendered by him during his tenure on the
Board.
N. Muthukumar was appointed Additional Director effective 01.10.2013.
As he holds office upto the date of ensuing Annual General Meeting,
members'' approval is being sought for his appointment and payment of
remuneration as Whole Time Director.
Amit B. Kalyani and Joseph A. Plomin were appointed Additional
Directors effective 25.11.2013 and hold office up to the date of the
ensuing Annual General Meeting where their appointment is being sought
as Directors retiring by rotation.
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Bhalchandra B. Hattarki
retires by rotation and being eligible, offers himself for
re-appointment as Director.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year
ended 30th September, 2013 the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 30th September, 2013 and of the profit of the
Company for the year under review;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors had prepared the annual accounts for financial year
ended on 30th September, 2013 on a ''going concern'' basis.
AUDITORS AND AUDITORS'' REPORT
M/s Deloitte Haskins & Sells (Chennai), Bangalore, Chartered
Accountants, Statutory Auditors of the Company hold office until the
conclusion of the ensuing AGM and are eligible for re-appointment. The
Company has received a confirmation from M/s. Deloitte Haskins & Sells
(Chennai) to the effect that their appointment if made, would be within
the limits prescribed under Section 224(1B) of the companies Act, 1956.
COST AUDITORS
In Compliance with the Orders and Circulars issued by Ministry of
Corporate Affairs (MCA) with respect to Cost Audit, M/s G.S.R &
Associates, Mysore were appointed as Cost Auditors of the Company and
the relevant filings with MCA with respect to maintenance of Cost
Accounts were made well within in the prescribed time limit.
PARTICULARS OF EMPLOYEES
The Board of Directors wishes to express their appreciation to all the
employees for their dedicated contribution to facilitate smooth
operations during the year. The Information required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(particulars of employees) Rules, 1975, form part of this Report. In
terms of Section 219(1)(b)(iv) of the Act, the report and accounts are
being sent to the shareholders of the Company excluding the aforesaid
Annexure. Any member interested in obtaining a copy of the statement,
may write to the Company Secretary of the Company None of the employees
listed in the said Annexure is related to any Director of the Company
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the financial
institutions, banks, central & state government authorities, regulatory
authorities, stock exchanges and the stakeholders for their continued
co-operation and support to the Company.
The Directors also take this opportunity to express their gratitude and
appreciation to all its executives, officers, workers and staff of the
Company
Your Directors wish to place on record their appreciation for the
continued co-operation and support received from the Kalyani Group,
Pune, and Meritor Inc., USA for and on behalf of the Board of Directors
Place: Mysore Dr. B. N. Kalyani
Date: 25th November, 2013 Chairman
Sep 30, 2012
To the Members,
The Directors have the pleasure in presenting the 31st Annual Report
on the business and operations of the Company and the accounts for the
financial Year, ended 30th September, 2012.
FINANCIAL RESULTS
(Rs. in Million)
2011-2012 2010-2011
Profit before Depreciation & Tax 939.63 1,105.28
Less : depreciation & amortisation 273.88 233.93
Provision for Taxation - Current/
Deferred/ Fringe Benefit Tax 215.57 295.78
Profit After Tax 450.18 575.57
Balance of Profit from Previous Year 1,795.43 1,453.09
Profit available for appropriation 2,245.61 2,028.66
Appropriations :
Dividend for the year 151.12 151.12
Tax on dividend 24.52 24.52
Transfer to General Reserve 45.10 57.56
Surplus retained in Profit & Loss Account 2,024.87 1,795.43
REVIEW OF PERFORMANCE
The Gross Sales and other income for the financial year under review
was Rs.10,445.60 Million as against Rs. 11,144.87 Million for the previous
financial year. The Profit Before Tax of Rs. 665.75 Million and the
profit After tax of Rs. 450.18 Million for the financial year under
review as against Rs. 871.35 Million and Rs. 575.56 Million respectively
for the financial year
DIVIDEND
The Directors recommend the payment of dividend of Rs. 10/- per share of
Rs. 10/- each. The Dividend Distribution tax shall be paid by the Company
and the dividend distributed to shareholders is exempt from tax.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet
date.
WIND MILL
During the year the Company took up the initiative, along with other
group companies, to generate power from Green Energy sources and
installed one Wind Turbine Generator with 2.00 MW generation capacity
at Tithwa, Gujarat. Total Generation of power from the wind mill during
the year was 1742 Lacs KwH (April to September, 2012) which was in turn
sold to Gujarat Urja Vikas Nigam Limited.
AUDITORS'' REPORT
The Auditors'' Report to the Shareholders does not contain any
qualification.
DISCLOSURE OF PARTICULARS
Information as per the Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988 relating to conservation of
energy, technology absorption, foreign exchange earning and outgo is
provided in the Annexure " A " forming part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS
ON CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement with Stock
Exchanges, the Management Discussion and Analysis Report and the Report
of the Directors on Corporate Governance form part of this report.
PARTICULARS OF EMPLOYEES
The Board of Directors wishes to express their appreciation to all the
employees for their dedicated contribution to facilitate smooth
operations during the year. The Information required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(particulars of employees) Rules, 1975, form part of this Report. In
terms of Section 219(1)(b)(iv) of the Act, the report and accounts are
being sent to the shareholders of the Company excluding the aforesaid
Annexure. Any member interested in obtaining a copy of the statement,
may write to the Company Secretary of the Company None of the employees
listed in the said Annexure is related to any Director of the Company
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms that:
- In the preparation of the annualaccounts, the applicable accounting
standards have been followed and there has been no material departure.
- Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates that have been made 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 of the Company for that period.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
- The annualaccounts have been prepared on an ongoing concern basis.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, M/s. B C Prabhakar & Satish
Sekhri retires by rotation and being eligible, offer themselves for
re-appointment.
AUDITORS
M/s. Deloitte Haskins & Sells (Chennai), Bangalore, Chartered
Accountants, Statutory Auditors of the Company hold office until the
conclusion of ensuing AGM and are eligible for Reappointment. The
Company has received a confirmation from M/s. Deloitte Haskins & Sells
(Chennai) to the effect that their appointment if made, would be within
the limits prescribed under Section 224(1B) of the companies Act, 1956.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the financial
institutions, banks, central & state government authorities, regulatory
authorities, stock exchanges and the stakeholders for their continued
co-operation and support to the Company.
Your Directors wish to place on record their appreciation for the
continued co-operation and support received from the Kalyani Group,
Pune, and Meritor Inc., USA for and on behalf of the Board of
Directors.
Place: Mysore B. N. Kalyani
Date: 29th November, 2012 Chairman
Sep 30, 2010
The Directors are pleased to present the Twenty-Ninth Annual Report of
your company with the audited accounts for year ended September 30,
2010.
Financial Results (Rs. in Million)
2009-2010 2008-2009
Profit before
Depreciation & Tax 868.83 311.66
Less: Depreciaation &
amortization 209.95 184.97
Provision for Taxation-Current/ 218.13 30.07
Deferred/Fringe Benefit Tax
Profit After Tax 440.74 96.61
Balance of Profit
from Previous 1,205.66 1,167.01
Year
Profit available
for appropriation 1,646.98 1,263.63
Appropriations :
Dividend for the year 128.45 41.29
Tax on dividend 21.33 7.01
Transfer to General Reserve 44.10 9.66
Surplus retained in Profit & 1,453.09 1,205.66
Loss Account
Review of performance
The Gross Sales and other income for the financial year under review
was Rs.7323.62 Mn as against Rs.2,907.99 Mn for the previous financial
year registering a growth of 152%. The Profit Before Tax of Rs.658.87
Mn and the Profit After Tax of Rs.440.74 Mn for the financial year
under review as against Rs.126.69 Mn and Rs.96.61 Mn respectively for
the financial year, improved by 420% and 356% respectively.
Dividend
The Directors recommend payment of dividend of Rs.8.50 per share of Rs.
10.00 each.
The Dividend Distribution tax shall be paid by the Company and the
dividend is exempt from tax in the hands of shareholders.
Fixed deposits
Your company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet
date.
Auditors Report
The Auditors Report to the Shareholders does not contain any
qualification.
Disclosure of Particulars
Information as per the Companies (Disclosure of Particulars in the
report of Board of Directors) Rules, 1988 relating to conversion of
Energy, Technology Absorption, Foreign Exchange Earning and outgo is
provided in the Annexure ÃAÃ forming part of this report.
Management Discussion and analysis Report and Report of the Directors
on Corporate Governance
In accordance with clause 49 of the Listing Agreement with Stock
Exchanges, the Management Discussion and Analysis Report and the Report
of the Directors on Corporate Governance form part of this report.
Particulars of Employees
The Board of Directors wishes to express their appreciation to all the
employees for their contribution to operation of the company during the
year. The information required under Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, form part of this Report. In terms of Section 219(1)(b)iv) of the
Act, the report and accounts are being sent to the shareholders of the
company excluding the aforesaid Annexure. Any member interested in
obtaining a copy of the statement, may write to the Company Secretary
of the Company. None of the employees listed in the said Annexure is
related to any Director of the company.
Directors Responsibility Statement
The Board of Directors of the Company confirms that:
- In the preparation of the annual accounts, the applicable accounting
standards have been followed and there has been no material departure:
- Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates that have been made 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 of the company for that period.
h Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
- The annual accounts have been prepared on an ongoing concern basis.
Directors
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Mr. B C Prabhakar retires by
rotation and being eligible, offers himself for re-appointment.
Mr. P C Bhalerao was appointed a director in casual vacancy created by
resignation of Mr. Larry Dowers and he holds office upto the date of
ensuing Annual General meeting up to which Mr.Larry Dowers would have
held office. In accordance with the provisions of the Companies Act,
1956, Mr. P C Bhalerao retires with effect from the date of the Annual
General Meeting. The appointment of Mr. P C Bhalerao as Director liable
to retire by rotation is proposed.
Mr.Satish Sekhri who was appointed as an Additional Director on 18th
November 2010, holds office only up to the ensuing Annual General
Meeting and his appointment has been proposed for the approval of the
members.
Auditors
M/s. Deloitte Haskins & Sells (Chennai), Bangalore, Chartered
Accountants, Statutory Auditors of the company hold office until the
conclusion of ensuing AGM and are eligible for Reappointment.
The company has received a confirmation from M/s. Deloitte Haskins &
Sells (Chennai) to the effect that their appointment if made, would be
within the limits prescribed under section 224(1B) of the companies
Act, 1956.
Acknowledgements
Your directors take an opportunity to thank the financial institutions,
Banks, Central & State Governments Authorities, Regulatory
Authorities, Stock Exchanges and the stake holders for their continued
co-operation and support to the company.
Your directors wish to place on record their appreciation for the
continued co-operation and support received from, the Kalyani Group,
Pune, and Arvin Meritor Inc., USA.
For and on behalf of the Board of Directors
Place : Mysore B.N. Kalyani
Date : 18th November 2010 Chairman
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