Home  »  Company  »  Wheels India Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Wheels India Ltd.

Mar 31, 2023

The Directors present the Sixty Fourth Annual Report together with the audited financial statements of your Company for the year ended March 31, 2023.

Performance

The sales (net) for the year was Rs. 4,310.60 crores as compared to Rs. 3,663.41 crores in the previous year with an increase of 17.67%.

Financial highlights

The standalone financial highlights of the Company for the year are as below:

Rs. in Crores

particulars

2022-23

2021-22

Earnings Before Interest,

243.84

264.63

Taxes, Depreciation &

Amortization expenses

Finance cost

92.10

63.10

Depreciation

66.22

95.02

Profit Before Tax

85.52

106.51

Profit After Tax

65.17

79.79

Total Comprehensive Income

65.62

78.20

Transfer to General Reserves

-

-

Dividend and transfer to General Reserve

The Board of Directors at their meeting held on January 31, 2023 had declared an interim dividend of Rs.3/- per equity share for the financial year 2022-23 and the same was paid on February 24, 2023.

Your Directors are pleased to recommend a final dividend of Rs. 3.97/- per equity share (39.7%) for the year ended March 31, 2023. The dividend recommended, subject to approval of shareholders at the 64th Annual General Meeting (64th AGM), will be paid to all the shareholders whose name appear in the register of members as on July 12, 2023 (being the record date fixed for this purpose). Accordingly, the total dividend payout for the financial year 2022-23 is Rs.16.77 crores.

The Company proposes to retain the entire amount as surplus in Profit & Loss Account and not to transfer any amount to General reserves. An amount of Rs. 209.57 crores were proposed to be retained under Retained Earnings.

The dividend distribution policy framed in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR'') and approved by the board of Directors is available at https://wheelsindia.com/policies/

Share capital

During the year under review, the paid-up capital of the Company stood at Rs. 24,06,45,580/- consisting of 2,40,64,558 equity shares of Rs.10/- each. There was no change in capital structure of the Company.

Change in promoter / promoter Group & shareholding

In terms of applicable provisions of Regulation 31A of the SEBI LODR, M/s. National Stock Exchange of India Limited (''NSE''), vide letter dated March 29, 2023, approved the re-classification of M/s. T.V. Sundram Iyengar & Sons Private Limited (''TVSS'') from Promoter / Promoter Group category to Public category.

Further, during the period, M/s. Trichur Sundaram Santhanam & Family Private Limited (''TSSFPL''), one of the promoters of the Company increased their shareholding from 71,43,656 (29.69%) equity shares to 72,94,514 (30.31%) equity shares as on March 31, 2023.

Also, M/s. Sundaram Finance Holdings Limited (''SFHL''), one of the promoters of the Company increased their shareholding from 56,01,117 (23.28%) equity shares to 57,40,117 (23.85%) equity shares as on March 31, 2023.

The Board of Directors of the Company at their meeting held on December 07, 2021, had approved the scheme of amalgamation of Sundaram Hydraulics Limited with the Company and their respective shareholders.

After obtaining requisite approvals from equity shareholders and creditors, as per the directions of the Hon''ble NCLT, Chennai, the Company has filed necessary petition with the Hon''ble NCLT, Chennai on August 30, 2022 and the same was accepted by the Hon''ble NCLT, Chennai vide order dated November 03, 2022. The approval from NCLT is awaited.

The financial statements of SHL has not been consolidated with the financial statements of your Company as NCLT''s approval for the proposed scheme of amalgamation is awaited.

Management Discussion and Analysis

Financial year 2022-23 was unprecedented primarily from the geopolitical tensions that emanated from Russia''s invasion of Ukraine and the strained ties between the US and China. These geopolitical tensions pose the most significant risks to the global economy in 2023 and beyond. Russia''s invasion of Ukraine has rapidly inflated energy and food prices, leading to cost issues for businesses and soaring living costs for consumers in 2022-23. The prevailing inflation in most economies is at a very high level and the central banks of major economies, led by the Federal Reserve of the US, are fighting inflation through rate hikes. The Federal Reserve issued the 10th consecutive rate hike in May ''23, since Mar ''22 despite the stress on the banking sector.

The global economic growth is projected to fall from 3.4% in 2022 to 2.8 % in 2023. Advanced economies are expected to see an especially pronounced growth slowdown, from 2.7% in 2022 to 1.3% in 2023. There is uncertainty around the effect of EL Nino on the global agricultural output in the coming year. There is expected to be only a marginal drop in headline inflation that will remain above the target inflation levels in the coming year. On the positive side, the covid-19 pandemic had little impact on economies in 2022-23 and travel and commerce returned to normalcy.

India''s GDP growth for 2023-24 is estimated to be around 6.5% with the contact-intensive service sector and exports expected to grow faster. The country should also benefit from a higher infrastructural capital expenditure planned by the government as this will have a multiplier effect on GDP.

The Indian commercial vehicle market has grown by a third in 2022-23, on top of strong growth in 2021-22 from the lows of the pandemic year. The government''s infrastructure drive, higher utilization of fleets driven by the growth of the economy and replacement demand grew the commercial vehicle market. In the last two years as the commercial vehicle industry has rebounded, there has also been a structural shift within sub-segments of the commercial vehicle market in response to load rating changes that happened prior to the pandemic and higher horsepower in some segments. It is expected that the commercial vehicle sector will show moderate growth in the coming year, off a higher base. The demand for buses that was badly affected in the pandemic period showed strong growth in the latter half of 2022-23. The bus segment is expected to remain strong in the coming year, particularly in school/office transport. Your company should benefit from better capacity utilizations at its plants for both wheels and air suspension systems.

The passenger vehicle segment showed strong growth in 2022-23, surpassing pre-pandemic levels, on the back of strong domestic demand and easing of semiconductor supply issues. The year saw continuing growth of the sports utility vehicle segment. There is

also increasing exports of passenger vehicles from India, in addition to domestic demand. This trend resulted in cast aluminum wheel fitment in the Indian passenger vehicle industry crossing 40% towards the end of the year. It is expected that the Indian passenger vehicle industry will show moderate growth in the coming year. Your company will start supplying cast aluminum wheels to vehicle manufacturers in India in the coming year. Company''s subsidiary WIL Car Wheels Limited, a JV with Topy Industries (Japan) will continue to service the steel wheel requirements of the Indian passenger vehicle market.

Your company has been able to grow its domestic aftermarket notably in the car and commercial vehicle segment to closer to 5% of overall sales.

The agricultural tractor segment in India, driven by another year of normal monsoons, reasonable water levels at reservoirs and higher prices for agricultural commodities, grew by 11% to reach record levels in 2022-23. It is expected that there will be moderate growth in the coming year subject to a normal monsoon. In addition to the domestic market, your Company is working on growing its business in international markets with global tractor manufacturers.

Your company''s construction equipment business benefited from a 25% growth in the Indian construction equipment industry that benefited from the government''s infrastructure spend. Your company supplies wheels and fabricated structures to this industry. Your company is a major supplier of construction equipment wheels to international markets. In the last year, your company has been able to win new business and grow business with international customers. The coming year will continue to see growth albeit at more moderate levels.

The windmill industry was severely impacted by the geopolitical tensions and supply chain issues that

limited growth in 2022-23. However, the geopolitics, climate change and the energy crisis has made governments focus more on renewable power. Your company''s windmill component business was adversely affected by a requirement of one of its customer for pre-delivery inspection and rectification at the customer''s site necessary to align with customer''s inspection standards. While the coming year will only see a moderate growth in onshore windmill installations, there is expected to be strong growth in the offshore windmill market in the coming years. In addition to existing business in windmill components, your Company started production at a new plant in Thervoy Kandigai for machining of large castings in the middle of the year. This business is expected to grow and be profitable in the coming year.

Your company''s export turnover marginally declined from the levels of 2021-22, partly due to issues at the windmill component division and temporary destocking by the US distributor of forged and cast aluminum wheels. Despite the slowdown expected in advanced economies, your Company expects to grow its exports, based on a return to normalcy in these markets and the inroads, your Company is making in the construction and agricultural tractor wheel markets globally.

Your Company''s subsidiary WIL Car Wheels Ltd. had a difficult year, last year, due to inventories and material cost under-recoveries. It is expected that the performance should improve in the coming year based on increased volumes indicated by customers.

The year under review saw a decline in the profits of the Company due to underutilization of capacities in some export business'' and higher interest costs due to rates and revenue growth. We expect higher capacity utilizations in some of these businesses and working capital optimization to improve profitability in the coming year.

I would like to thank all stakeholders for their patience and support to the company through this difficult period.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act, the Consolidated Financial Statements, drawn up with the applicable Indian Accounting Standards (Ind As), forms part of this Annual Report.

The consolidated profit after tax for the FY 2022-23 was Rs.54.15 crores and the consolidated net-worth as at March 31, 2023 was Rs.764.17 crores as on March 31, 2023 as against Rs.74.18 crores and Rs.733.69 crores as on March 31, 2022, respectively.

Subsidiary Company

WIL Car Wheels Limited (''WCWL'') reported a gross revenue of Rs.381.53 crores and loss after tax of Rs.15.09 crores for the year FY ended March 31, 2023 as against Rs.340.26 crores and loss after tax of Rs.8.80 crores for the FY ended March 31, 2022. The gross revenue of WCWL represents 8.17% of consolidated turnover of the Company.

Associate Company

Axles India Limited (''Axles'') has achieved a turnover of Rs.745.93 crores and profit after tax of Rs.52.64 crores for the financial year 2022-23 as against the turnover of Rs.572.37 crores and profit after tax of Rs.33.83 crores for the financial year 2021-22. A statement containing salient features of the financial statements of the Subsidiary Company / Associate Company in Form AOC-1 is provided in Annexure - I to this report.

In accordance with the provisions of Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company will be available on the

Company''s website at www.wheelsindia.com. These documents will also be available for inspection during business hours at the Registered office of the Company.

Deposits scheme

As at March 31, 2023, deposits accepted by the Company from public and shareholders aggregated to Rs.89.22 crores, which are within the limits prescribed under the Act and the rules framed thereunder. The provisions of the Act also mandate that any Company inviting / accepting / renewing deposits is required to obtain Credit Rating from a recognized credit rating agency. Your Company has obtained a credit rating of ICRA]A- with outlook being stable for its deposits scheme from ICRA Limited.

The details relating to deposits in accordance with Chapter-V of the Act are given in Annexure - II forming part of this Report.

Particulars of Loans, Guarantees or Investments

The Company has not given any loan or security or guaranty in terms of Section 186 of the Act. The details of the investments made by Company are provided in the notes to the financial statements.

Credit rating

The Company''s financial management and its ability to service financial obligations in a timely manner, has been confirmed by ICRA by its ratings during the year under review. The credit rating details have been disclosed to stock exchanges and made available in the website of the Company. The Corporate Governance section of this Annual Report carries the details of credit ratings obtained by the Company.

Board Evaluation

Pursuant to the provisions of Section 134(3)(p), Section 149(8) and Schedule-IV to the Act, the SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘SEBI LODR''), an annual performance evaluation of the board, the Directors as well as Committees of the board have been carried out.

The evaluation of the board and Non-Independent Directors at a separate meeting of Independent Directors were carried out in accordance with the Nomination and Remuneration Policy adopted by the board. The evaluation was carried out, taking into consideration the composition of the board and availability of multi-disciplinary skills, commitment to good corporate governance practices, adherence to regulatory compliance, grievance redressal mechanism, track record of financial performance, existence of integrated risk management system, use of modern technology and commitment to corporate social responsibility.

The board of Directors have also carried out the evaluation of the Directors, performance of Independent Directors and its Committees based on the guidelines prescribed by the SEbI.

Board of Directors, Committees and Management

The composition of the board of Directors and its Committees are in accordance with relevant provisions of the Act and the SEBI LODR. The Corporate Governance Report is provided in Annexure - VI to this report contains the composition of the board of Directors of the Company and its Committees.

Re-appointment of Managing Director

The board of Directors, based on the recommendation of the Nomination and Remuneration Committee, reappointed Mr. Srivats Ram as Managing Director of the Company for a further period of five years commencing from 01.05.2023. The proposal for re-appointing Mr. Srivats Ram as Managing Director is included in the notice convening the 64th AGM.

Mr. S Viji (DIN: 00139043) is retiring by rotation, being eligible, he offers himself for re-appointment. The proposal for his re-appointment as Director is included in the notice convening the 64th AGM.

Re-appointment of Independent Director

Mr. R Raghuttama Rao (DIN: 00146230) was appointed as an Independent Director of the Company for a period of five years from November 13, 2018 as approved by the shareholders at their AGM held on August 13, 2019.

It is proposed to re-appoint Mr. R Raghuttama Rao for a further period of five years in accordance relevant provisions of the Act and SEBI LODR. The proposal for re-appointment is included in the notice convening the 64th AGM.

Profile of Directors seeking appointment / reappointment

Profile of the directors seeking appointment / re-appointment as required to be given in terms of the Secretarial Standards and as per SEbI LODR, forms part of the Notice convening the ensuing 64th AGM of the Company.

Independent Director

In the opinion of the board, the Independent Directors fulfill the conditions specified in the Act & SEBI LODR and are independent of the Management.

All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI LODR. They have also confirmed compliance with Section 150 of the Act regarding registration with Independence Directors databank maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel

During the period, Mr. R Raghunathan ceased to be the Chief Financial Officer (''CFO'') of the Company with effect from May 24, 2022 and Mr. P Ramesh was appointed as CFO of the Company with effect from November 01, 2022.

As on March 31, 2023, Mr. Srivats Ram, Managing Director, Mr. P Ramesh, CFO and Ms. K V Lakshmi, Company Secretary are the Key Managerial Personnel (''KMP'') of the Company in terms of Section 2(51) of the Act and 2(o) of SEBI LODR.

Remuneration Policy

The Board, based on the recommendations of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel and to fix their remuneration. The Company''s policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence are provided in the Corporate Governance Report forming part of this Report. The policy is provided in Annexure - III forming part of this Report.

Corporate Social Responsibility

As an initiative under Corporate Social Responsibility (''CSR'') and in accordance with Schedule-VII to the Act, the Company has constituted a CSR Committee under the Board, to frame, monitor and execute the CSR activities of the Company. The Board has approved the CSR Policy and guidelines for implementation and the Committee effectively supervises the program. The policy is available on the website of the Company at www.wheelsindia.com.

The salient features of the CSR policy are as follows:

• The CSR policy governs the activities that can be undertaken by the Company

• Further, the policy covers the scope, manner of execution of activities including the annual action plan, monitoring and reporting on CSR activities, resource utilization & its modalities, impact assessment, etc.

In accordance with the provisions of section 135 of the Act, your Company was required to spend an amount of Rs.105.96 lakhs for the financial year 2022-23 out of which the Company has spent Rs.95.31 lakhs during the year. The remaining amount is being adjusted with the excess spent amount of the previous year(s). The constitution of the CSR Committee and the report as required under the Act are provided in Annexure - IV forming part of this Report.

Risk Management, Internal Financial Control Systems and Audit

Your Company has constituted a Risk Management Committee and has formulated a Risk Management Policy aligned with the requirements of the Act and SEBI LODR. The details of the Committee and the terms of reference are set out in the Corporate Governance Report forming part of the Report.

The implementation of IT based Governance, Risk and Compliance (GRC) software across the multiple locations of the Company has further strengthened the business processes and has significantly supported the internal audit requirement towards achieving a controlled environment.

Your Company maintains an adequate and effective Internal Control System commensurate with its size. These reasonably assure that the transactions are duly authorized and recorded to facilitate preparation of financial statements in line with the established practices and that the assets are secured against any misuse or loss. The internal control system is supplemented through an extensive internal audit program besides periodic review by the Management

and the Audit Committee. The Company has in place adequate internal financial controls.

Vigil Mechanism / Whistle Blower Policy

Your Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report genuine concerns. The said policy meets the requirement of the Vigil Mechanism framework under the Act and SEBI LODR and the policy is available in the website of the Company at www.wheelsindia.com.

Directors'' Responsibility Statement

The Directors acknowledges their responsibility of ensuring compliance with the provisions of Section 134(3)(c) of the Act. To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

a. that in the preparation of the annual financial statements, the applicable Ind AS have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the financial statements have been selected and applied consistently and judgement and estimates have been made 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 31,2023 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related party Transactions

The Company has formulated a policy on Related Party Transactions (RPT) which is being periodically reviewed by the Audit Committee and approved by the Board. The policy on RPT is available on the Company''s website at www.wheelsindia.com.

All Related Party transactions that were entered into by the Company during the financial year 2022-23, were in the ordinary course of business and on arm''s length basis. The Company did not enter into any material transaction with related parties under Section 188 of the Act and the Rules framed thereunder. There are no “Material” contracts or arrangement or transactions at arm''s length basis and hence, disclosure in form AOC-2 is not required.

The details of transactions with entities belonging to the Promoter / Promoter Group which hold(s) 10% or more shareholding in the Company is provided in relevant section of the financial statements of the Company.

All Related Party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the SEBI LODR and the Act. The transactions entered into pursuant to such approval are placed periodically before the Audit Committee for its review.

Meetings of the Board / Committees

The board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other businesses. The board / Committee meetings are pre-scheduled and a tentative annual calendar of the Board and Committee meetings are circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The details of the meetings of the board as well as the Committees are disclosed in the Corporate Governance Report, forming part of this Report.

Significant and Material Orders Passed by the Regulators or Courts

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. The changes and commitments, if any, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report is not material so as to have an affect on the financial position of the Company.

Employees and details of Remuneration:

The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) is provided in Annexure - V forming part of this Report.

The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and Second Proviso to Rule 5 of the Rules, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered office of the Company. The said statement

is also available for inspection by the members at registered office of the Company during office hours till the date of Annual General meeting.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has in place an Anti-Sexual harassment Policy in line with the requirements of the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under these provisions. During the year under review, there were no cases filed / pending for resolution pursuant to the above enactment.

Corporate Governance

In accordance with the provisions of SEBI LODR, the Corporate Governance Report is given in Annexure - VI and forms part of this Report.

Statutory Auditor

At the 63rd AGM held on July 13, 2022, the shareholders of the Company had re-appointed M/s. brahmayya & Co, Chartered Accountants, as the Statutory Auditor of the Company for a second term of five consecutive years i.e. from the conclusion of the 63rd AGM till the conclusion of 68th AGM of the Company.

The Company has received the eligibility certificate from the said firm confirming that they are not disqualified to continue as Auditor and are eligible to hold office as Auditor of the Company.

Cost Auditor

Pursuant to Section 148 of the Act read with the Companies (Cost Audit and Record) Rules, 2014, the

cost records and the accounts are being maintained by the Company and same are being audited as per the requirement of the Act.

The Board, based on recommendation of the Audit Committee, had appointed M/s. Geeyes and Co., Cost and Management Accountants, to audit the cost records and the accounts maintained by the Company for the financial year ended March 31, 2023. The said firm, based on recommendation of the Audit Committee, it is re-appointed by the board to conduct the Cost Audit for the year 2023-24 at the remuneration of Rs.7,50,000/-(Rupees Seven lakhs fifty thousand only) excluding applicable taxes and out of pocket expenses. Further, the Act mandates that the remuneration payable to the Cost Auditor is ratified by the members. Accordingly, the resolution seeking shareholders'' ratification of the remuneration payable to the Cost Auditor for the financial year 2023-24 is included in the Notice convening the 64th AGM.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the rules framed thereunder, the Company had appointed M/s. S Dhanapal & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2022-23.

Further, in terms of Regulation 24A of the SEBI LODR, the secretarial audit report of the Company for the financial year ended March 31, 2023 is given in the Annexure - VII forming part of this report.

Comments on Auditors'' report

There were no qualifications, reservations or adverse remarks or disclaimers made by the Cost Auditor, Statutory Auditor and Secretarial Auditor in their respective reports. During the year, there have been no incidents of fraud reported to the Audit Committee in terms of Section 143(12) of the Act.

Safety

Your Company has been continuously working over the past years to become a culturally safety conscious company by inculcating safety culture at all levels. The safety performance review system is conducted by Top Management at unit level, sub-committee level every month across the plants. Employees'' involvement in the safety journey viz., safety observation and incident investigation is encouraged for every incident and proper feedback is included in the procedures and standards. The standards and procedures implementation and the effectiveness of implementation are being reviewed by regular scheduled audits. All incidents are investigated and the corrective and preventive actions are horizontally deployed across business units and plants. Your company rewards best safety performers on monthly basis. best safety observers and best safety supervisor are rewarded once in three months period in the shop floor to encourage the employees involvement in the safety journey. Practical training centers installed across plants to create safety awareness and hands on training during induction period.

All the processes and procedures met the government required protocols for operating the plants during pandemic. These start from the employee''s journey to the factory, checking the employees for symptoms (body temperature, oxygen level) at entry and exit, mandating the use of masks and recommending use of face shield, following physical distancing standard around the factory. The Company also has sustained the Standard Operating Procedures (SOP) in the shop floors, the offices and the open areas. Employees who are eligible and permitted are encouraged to get cent percent vaccination and achieved. Your company is dedicated to providing a safe environment for all its employees and contractors.

MD / CFO Certificate

The Managing Director and Chief Financial Officer have submitted a certificate to the Board on the integrity of the financial statements and other matters required under regulation 17(8) of the SEBI LODR.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The conservation of Energy, Technology Absorption and Foreign Exchange Earnings & outgo as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) rules, 2014 are provided in Annexure - VIII forming part of this report.

Business Responsibility & Sustainability Report (BRSR)

In terms of amended provisions of Regulation 34(2)(f) of SEBI LODR, the Company has prepared business Responsibility and Sustainability Report (''BRSR'') for the financial year 2022-23 on Environment, Social and Governance (ESG) parameters in the prescribed format and the same is provided in Annexure - IX forming part of this report.

Other disclosures

a. There are no instances of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions

b. The details regarding shares and dividend transferred / proposed to be transferred to the Investor Education and Protection Fund (IEPF) and other relevant details in this regard, have been provided in the Corporate Governance section of this Annual Report

c. The electronic copies of the 64th Annual Report and the Notice Convening the 64th AGM would be sent to all shareholders whose e-mail addresses are registered with the Company or

their respective Depository Participants (''DP'') in accordance with the circulars issued by the Ministry of Corporate Affairs (''MCA'') read with circulars issued by the SEBI. The full Annual Report is also available on website of the Company and also being disseminated to the stock exchanges.

d. In compliance with Section 134(3)(a) and 92(3)of the Act, the Annual Return is being uploaded on the Companies website at www.wheelsindia.com.

e. The Company has complied with the Secretarial Standard, viz., SS-1 on meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India (ICSI) read with Section 118(10) of the Act.

f. As at March 31, 2023, the Company has neither filed any application nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

g. During the financial year, there was no change in the nature of business of the Company.

Acknowledgement

The Directors wish to thank State Bank of India, Standard Chartered Bank, HDFC Bank, Kotak Mahindra Bank, Axis Bank, Federal Bank, Punjab National Bank and other Banks & financial institutions for their continued support.

Your Company wishes to thank its customers, suppliers and the communities around its plants for their continued support. Your Company continues to have the full co-operation of all its employees. The Directors would like to place on record their appreciation of the efforts of the employees.


Mar 31, 2022

Your Directors present the Sixty Third Annual Report together with the audited financial statements of your Company for the year ended March 31, 2022.

Performance

The sales (net) for the year were Rs. 3,663.41 crores as compared to Rs. 2,198.44 crores in the previous year showing an increase of 66.64%.

Financial highlights

The standalone financial highlights of the Company for the year are as below:

Rs. in Crores

particulars

2021-22

2020-21

Gross Profit before finance cost and depreciation

264.63

143.03

finance cost

63.10

52.68

Depreciation

95.02

80.63

Profit before tax

106.51

9.72

Profit after tax

79.79

6.75

Total Comprehensive Income

78.20

8.23

Transfer to General Reserves

-

2.00

Dividend and transfer to General Reserve

Your Directors are pleased to recommend a dividend of Rs. 8.30 per equity share (83%) for the year ended March 31, 2022. The dividend recommended, subject to approval of shareholders at the 63rd Annual General Meeting (63rd AGM), will be paid to all the shareholders whose name appear in the register of members as on July 06, 2022 (being the record date fixed for this purpose).

The Company proposes to retain the entire amount as surplus in Profit & Loss Account and not to transfer any amount to General reserves. An amount of Rs. 171.59 crores were proposed to be retained under

Retained Earnings. The dividend distribution policy framed by the Company in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) and approved by the Board of Directors is available at http://www.wheelsindia.com/pdf/dividend-distribution-policy.pdf

Share capital

During the year under review, the paid-up capital of the Company stood at Rs. 24,06,45,580/- consisting of 2,40,64,558 equity shares of Rs.10/- each. There was no change in capital structure of the Company.

Change in promoter / promoter Group

The TVS Family came to an arrangement to align the ownership and management within different family groups. As a part of TVS family arrangement, the Hon''ble National Company Law Tribunal (NCLT), vide its order dated December 06, 2021 inter-alia, approved the amalgamation of M/s Southern Roadways Pvt. Ltd. (SRPL) with M/s. T. V. Sundram Iyengar & Sons Pvt. Ltd. (TVSS), promoters of the Company.

Consequent to this, SRPL was dissolved without the process of winding-up, effective January 06, 2022 (“first appointed date”). further, the 22,32,628 equity shares (9.28%) held by SRPL in the Company was deemed to have been transmitted to TVSS effective January 06, 2022.

further as per the terms of scheme of amalgamation, the entire 71,43,656 equity shares (29.69%) held by TVSS in the Company (which includes shareholding of SRPL) has been transferred to M/s. Trichur Sundaram Santhanam & family Private Limited (TSSFPL), effective february 04, 2022 (“Second appointed date”).

SRPL ceased to be a Promoter of the Company effective January 06, 2022 and TSSfPL has become a Promoter of the Company, effective february 04, 2022.

Reclassification of Promoter / Promoter Group to Public Category

Consequent to the composite scheme of amalgamation and arrangement, TVSS, a Promoter of the Company, holds NIL share in the Company as on March 31,2022.

Further, in terms of Regulation 31A of the SEBI LODR, vide letter dated May 12, 2022, TVSS had expressed their desire to re-classify themselves to ''Public Category''. Accordingly, the Board of Directors at their meeting held on May 20, 2022 had considered the request of TVSS and approved to re-classify TVSS to ''Public Category'' from ''Promoter Category'' subject to compliance with relevant provisions of the SEBI LODR and approval of shareholders / stock exchange and other regulatory authorities, if any, in this regard.

The proposal for approval by the shareholders for re-classifying TVSS from ''Promoter Category'' to ''Public Category'' is included in the notice convening the 63rd AGM.

Scheme of Amalgamation

The Board of Directors of your Company and Sundaram Hydraulics Limited (SHL) at their respective meetings held on December 7, 2021 had approved the scheme of amalgamation of SHL with the Company and their respective shareholders.

SHL which was incorporated in the year 2007 and is engaged in the business of manufacturing hydraulic cylinders and axle shafts. The amalgamation of SHL with the Company, inter-alia, will enable product diversification & growth to the Company through our existing customer base. As a combined entity, the amalgamation will help in widening the product offering to the existing strategic customers of both the Companies.

In accordance with Regulation 37 of SEBI LODR, the Company had filed an application with National Stock Exchange of India Limited (NSE) and vide letter dated February 10, 2022, the Company has received No Objection from NSE / SEBI.

Further, in terms provisions of Sections 230 - 232 of the Companies Act 2013 (''Act'') read with relevant rules made thereunder, the Company has filed an application with the Hon''ble NCLT, Chennai on March 16, 2022. The Company is awaiting directions / order in this regard.

Management Discussion and Analysis

The last financial year saw the world battle the covid-19 virus with widespread vaccinations across countries. In a year, following a year where the global economy had been battered by the pandemic, global GDP is estimated to have grown by 6.1% in 2021. The sudden increase in demand caused shortages of industrial materials leading to a commodity-based inflation across the world.

In India, the last financial year, FY22, started with a strong second wave of the virus that affected economic activity. However, widespread vaccination enabled the economy to recover strongly and grow at 9.2%. The Economic Survey indicated that industry is likely to have grown by 11.8% in last financial year, following a contraction of 7% in previous year. The Survey indicates that the service sector is likely to have grown by 8.2% in FY22, following a 8.4% contraction in FY21. The agricultural economy is estimated to have grown by 3.9% in the year under review, after growing at 3.6% in the previous year. The performance of these sectors enabled India to be amongst the fastest growing economies in the year under review.

The whiplash effect of the demand recovery caused shortages in everything from shipping containers, with

ocean freight rates increasing three-fold, steel prices increasing by a third and aluminium prices increasing by two thirds, just to name a few. The global supply chains were disrupted by container congestion at ports, China''s zero Covid policy and the energy crisis.

The year for the Indian industry started with high incidence of infections in the second wave of Covid-19. In addition to restricting operations to the extent of the people available, there were restrictions in terms of availability of industrial oxygen. However, after a few months, the crisis subsided and slowly confidence returned to an economy that built on pent up demand across industry segments.

The commercial vehicle market, after two years of steep decline, grew by 46% in the year under review, driven by the recovery of the economy. The revival was strongest in the heavy commercial vehicles, with all segments other than buses reviving from the lows of the pandemic year.

The tractor industry marginally contracted after a year of record production in the previous fiscal. The year saw companies try and correct their pipeline stock levels especially towards the latter part of the year. The global industry saw strong growth driven by high commodity prices.

The passenger car segment grew by 10%, restricted by semi-conductor shortages. The market saw continued growth in the sport utility segment vis-a-vis the car segment. There is currently approximately 30% aluminium wheel fitment on passenger vehicles.

The construction equipment industry revived strongly from the previous year, driven by the government''s infrastructure push and the reviving economy. The global construction industry saw a strong growth driven by the recovery of the global economy and strong infrastructure spend in a number of countries.

The windmill industry remained flat even after the worst of the pandemic, affected by supply chain constraints. The industry is expected to benefit from climate action commitments made by Europe in this decade. However, the volumes have remained muted due to execution issues. Your company was affected by the unavailability of industrial oxygen during the second wave, partly affecting our supplies.

The air suspension business struggled during the year under review, as bus utilization levels only recovered towards the end of the year. The latter part of the year, saw strong demand for lift air suspension used on multi-axle trucks.

Your company achieved the milestone of Rs. 1,000 Crore of exports in the year under review. There was definitely an opportunity caused by the China plus one sourcing strategy of many multinationals consequent to China''s zero covid policy. Your company was also able to grow its export of agricultural tractor and construction equipment wheels, following the exit of Titan International as a promoter, as we were able to market our product in their key markets. There was also growth in export of aluminium wheels and windmill components.

The year saw the first full year operation of your Company''s state of art cast aluminium wheel plant. We will shortly have completed the first phase of installation of equipment and will be in a position to utilize the capacities created in the coming year.

In the last annual report, we had referred to our decision to sell the small Maharashtra based plant for fabricating steel fabricated steel structures for thermal power plants. In the year under review, we were able to complete the transaction.

During the first quarter of the year under review, when the second wave of covid-19 was in full swing across the country, your company decided to import medical equipment to help the hospitals and regions that were struggling in coping with the pandemic. This was part of a larger effort by the promoter group to provide relief to communities across the state and country as a CSR initiative.

In FY22, your company saw a significantly improved performance over the previous year, with activity level picking up from the second quarter. This improved performance saw an improvement in a number of relevant ratios.

The IMF expects the global economy to grow at 3.6% in the coming year, with banks increasing interest rates to fight inflation, causing some moderation in demand and supply constraints restricting growth. While the Indian economy has remained resilient, it has also been affected by inflation in commodities. The IMF has estimated that the Indian economy will grow at 7.2% in FY23.

The year ahead of us still promises strong demand albeit hampered by rising inflation and supply chain issues at our customer end. The outlook while it will remain strong will continue to be affected by global supply chain constraints, that have recently been further affected by the ukraine crisis.

The global supply chains have been well established in earlier years and while companies are looking at de-risking supply sources, it is not something can change overnight. In the interim, uncertainty over supply shortages remain as long as demand remains high. In addition to commodity and semiconductor shortages, power shortages could also affect output in the auto supply chain in India.

There has also been a spike in fuel prices over the year, as demand increased last year, and following the ukraine crisis. India, as a major importer of fuel, is likely to be affected by the higher fuel prices.

It is expected that the commercial vehicle industry will continue to see growth in the coming year, as the Indian economy grows. There are pockets of demand around movement of commodities where the railway additions haven''t kept pace with demand. There is likely to be a resumption of bus orders from STus after a gap of two years. The high oil prices will mean that truck configurations that optimize load carrying capacity for a price point will benefit. At the lower end of the market, both the light and small commercial vehicle market are likely to show growth on the back of a reviving economy and the growing ecommerce logistics.

The passenger car industry in India sees strong demand in the year to come. However, production continues to be affected by global supply chain issues. The trend towards sports utility vehicle and away from sedans an hatchback will continue, as will the trend towards aluminium wheel fitment.

The agricultural tractor market saw lower production towards the end of the last year, as manufacturers looked at reducing the stock in the pipeline. While most factors bode well for the agricultural sector, the high industrial inflation and the high industry base could limit growth in the coming year. The global agricultural tractor market that was already strong in light of high commodity prices, is also going to benefit from changes in the food-grain supply chain following the conflict in the bread basket of Europe, ukraine. Your company continues to grow its international business with global tractor manufacturers.

The construction equipment industry in India and across the world continues to be strong as governments continue to invest in infrastructure to stimulate growth. While there has been some effect of people trying to move production bases away from Russia, the optimism about demand in this segment elsewhere in the world remains strong. Your company has been successful in getting onto new platforms of existing customers that should come on-stream in the year ahead.

The windmill industry has remained flat for the last few years and is likely to remain the same in the coming year. However, given the changing geopolitics, there is likely to be a change in the energy mix in Europe that should improve the industry prospects, building on climate change commitments that Europe has made for the decade. The industry is also affected by supply chain constraints that hamper output.

We hope to build on the gains we have made in international markets in the coming year. The extent of gain depends on how our customers manage their production, given supply chain constraints. There is, however, an opportunity for India caused by companies, wishing to de-risk their global sourcing strategy away from China.

Your Company''s subsidiary WIL Car Wheels Ltd. had a difficult year last year with very limited operations in the first quarter due to the second wave of the pandemic. While volumes came back especially in the second half of the year, the company was affected by inflation and some under-recovery of costs. The coming year should see a full year of volumes as passenger vehicle manufacturers hope to cash in on the pent up demand albeit amidst semiconductor shortages.

In the last year, through the second wave and the subsequent increase in demand our focus has always been on ensuring the safety of our employees and servicing our customer requirements. In the year under review, we were recognized by customer awards for the quality of our products and service by Caterpillar, Komatsu, John Deere, Kubota, amongst others.

The year under review saw the recovery of the economy and the company''s fortunes after a difficult period affected by the pandemic. It would not have been possible for the company to do this without the dedication and efforts of its employees, and the support of its bankers, customers and shareholders.

I would like to thank all stakeholders for their patience and support to the company through this difficult period.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act, the Consolidated Financial Statements, drawn up with the applicable Indian Accounting Standards (Ind As), forms part of this Annual Report.

The Consolidated profit after tax for the year 2021-22 was Rs. 74.18 crores and the Consolidated Net worth were Rs. 733.69 crores as on March 31, 2022 as against Rs.0.12 crores and Rs. 660.69 crores as on March 31, 2021, respectively.

Subsidiary Company

WIL Car Wheels Limited (WCWL) reported a gross revenue of Rs. 340.26 crores and loss after tax of Rs. 8.80 crores for the financial year 2021-22 as against Rs. 247.09 crores and loss after tax of Rs. 6.53 crores for the financial year 2020-21. The gross revenue of WCWL represents 8.55% of consolidated turnover of the Company.

Associate Company

Axles India Limited (Axles) has achieved a turnover of Rs. 572.37 crores and profit after tax of Rs. 33.83 crores for the financial year 2021-22 as against the turnover of Rs.312.02 crores and profit after tax of Rs.2.96 crores for the financial year 2020-21.

Refer Annexure-I to this report for statement containing the salient features of the financial statements of the Subsidiary Company / Associate Company as provided in form AOC-1.

In accordance with the provisions of Section 136 of the Act, the Audited Financial Statements, including the Consolidated financial Statements and related information of the Company will be available on our website at www.wheelsindia.com. These documents will also be available for inspection during business hours at the Registered office of the Company.

Fixed Deposits

As at March 31, 2022, fixed deposits accepted by the Company from public and shareholders aggregated to Rs. 54.38 crores, which are within the limits prescribed under the Act and the rules framed thereunder.

The provisions of the Act also mandate that any Company inviting / accepting / renewing deposits is required to obtain Credit Rating from a recognized credit rating agency. Your Company has obtained a credit rating of ICRA MA with outlook being stable for its fixed deposits from ICRA.

The details relating to deposits in accordance with Chapter-V of the Act are given in Annexure-II forming part of this Report.

Particulars of Loans, Guarantees or Investments

The Company has not given any loan or security or guaranty in terms of Section 186 of the Act. The details of the investments made by Company are given in the notes to the financial statements.

Credit rating

The Company''s financial management and its ability to service financial obligations in a timely manner, has been confirmed by ICRA by its ratings during the year under review. The credit rating details have been disclosed to stock exchanges and made available in the website of the Company. The Corporate Governance section of this Annual Report carries the details of credit rating.

Board Evaluation

Pursuant to the provisions of Section 134 (3) (p), Section 149(8) and Schedule IV of the Act, the SEBI (Listing Obligations & Disclosure Requirements Regulations, 2015 (“SEBI LODR”), an annual performance evaluation of the Board, the Directors as well as Committees of the board have been carried out.

The criteria for evaluation of the board and NonIndependent Directors at a separate meeting of Independent Directors were carried out in accordance with the Nomination & Remuneration Policy adopted by the board. The evaluation was carried out, taking into consideration the composition of the board and availability of multi-disciplinary skills, commitment to good corporate governance practices, adherence to regulatory compliance, grievance redressal mechanism, track record of financial performance, existence of integrated risk management system, use of modern technology and commitment to corporate social responsibility.

The board of Directors have also carried out the evaluation of the Directors, performance of Independent Directors and its Committees based on the guidelines prescribed by the SEBI.

Board of Directors, Committees and Management

The composition of the board of Directors and its Committees are in accordance with the Act and the SEBI LODR. The Corporate Governance Report given in ''Annexure-VI'' to this report contains the composition of the board of Directors of the Company and its Committees.

Re-appointment of Director retiring by rotation

Mr. S Ram (DIN: 00018309) is retiring by rotation at the ensuing 63rd AGM, being eligible, offers himself for re-appointment. The proposal for his re-appointment as a Director is included in the notice convening the 63rd AGM.

Profile of Director seeking appointment / reappointment

Profile of the director seeking appointment / re-appointment as required to be given in terms of the Secretarial Standards and as per SEBI LODR, forms part of the Notice convening the ensuing 63rd AGM of the Company.

Independent Directors

In the opinion of the board, the Independent Directors fulfill the conditions specified in the Act & SEBI LODR and are independent of the Management.

All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI LODR. They have also confirmed compliance with Section 150 of the Act regarding registration with Independence Directors databank maintained by the Indian Institute of Corporate Affairs.

In terms of Regulation 17 (1A) of the SEBI LODR, approval of members is being sought for continuing the directorship of Mr. S Prasad as an Independent Director who will be attaining the age of 75 years during his tenure in the second term of re-appointment.

Key Managerial Personnel

During the year, there was no change in the Key Managerial Personnel of the Company.

Remuneration Policy

The board, based on the recommendations of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel and to fix their remuneration. The Company''s policy on appointment and

remuneration including criteria for determining qualifications, positive attributes and independence are provided in the Corporate Governance Report forming part of this Report. The policy is given as Annexure-III forming part of this Report.

Corporate Social Responsibility

As an initiative under Corporate Social Responsibility (CSR) and in accordance with Schedule-VII to the Act, your Company has constituted a CSR Committee under the board, to frame, monitor and execute the CSR activities of the Company. The board has approved the CSR Policy and guidelines for implementation and the Committee effectively supervises the program. The salient features of the CSR policy are as follows:

• The CSR policy governs the activities that can be undertaken by the Company

• Further, the policy covers the scope, manner of execution of activities including the annul action plan, monitoring and reporting on CSR activities, resource utilization & its modalities, impact assessment, etc.

• The policy is available on the website of the Company at www.wheelsindia.com

In accordance with the provisions of section 135 of the Companies Act, your Company was required to spend an amount of Rs. 106.05 lakhs for the financial year 2021-22. The Company has spent Rs. 141.54 lakhs during the year and the excess spent of Rs. 35.49 lakhs is proposed to set off pursuant to Section 135 of the Companies read with Companies (CSR Policy) Rules, 2014. The constitution of the CSR Committee and the report as required under the Act are provided in Annexure-IV forming part of this Report.

Risk Management, Internal Financial Control Systems and Audit

Your Company has constituted a Risk Management Committee and has formulated a Risk Management Policy aligned with the requirements of the Companies Act, 2013 and the Listing Regulations. The details of the Committee and the terms of reference are set out in the Corporate Governance Report forming part of the Report.

The implementation of IT based Governance, Risk and Compliance (GRC) software across the multiple locations of the Company has further strengthened the business processes and has significantly supported the internal audit requirement towards achieving a controlled environment.

Your Company maintains an adequate and effective Internal Control System commensurate with its size. These reasonably assure that the transactions are duly authorized and recorded to facilitate preparation of financial statements in line with the established practices and that the assets are secured against any misuse or loss. The internal control system is supplemented through an extensive internal audit program besides periodic review by the Management and the Audit Committee. The Company has in place adequate internal financial controls.

Vigil Mechanism / Whistle Blower policy

In accordance with the requirements of the Act, your Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report genuine concerns. The said Policy meets the requirement of the Vigil Mechanism framework under the Act and the members can view the details of the policy on www.wheelsindia.com.

Directors'' Responsibility Statement

The Directors acknowledges their responsibility of ensuring compliance with the provisions of Section

134(3)(c) of the Act. To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

a. that in the preparation of the annual financial statements, the applicable Ind AS have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the financial statements have been selected and applied consistently and judgement and estimates have been made 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. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related party Transactions

The Company has formulated a policy on Related Party Transactions (RPT) which is being periodically reviewed by the Audit Committee and approved by the board. The policy on RPT is available on the

Company''s website at www.wheelsindia.com.

All Related Party transactions that were entered into by the Company during the financial year 2021-22, were in the ordinary course of business and on arm''s length basis. The Company did not enter into any material transaction with related parties under Section 188 of the Act and the Rules framed thereunder. There are no “Material” contracts or arrangement or transactions at arm''s length basis and hence disclosure in form AOC-2 is not applicable.

All Related Party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the SEBI LODR. The transactions entered into pursuant to such approval are placed periodically before the Audit Committee for its review.

Meetings of the Board / Committees

The board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other businesses. The board / Committee Meetings are pre-scheduled and a tentative annual calendar of the board and Committee Meetings are circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The details of the meetings of the board as well as the Committees are disclosed in the Corporate Governance Report, forming part of this Report.

Significant and Material Orders Passed by the Regulators or Courts

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. The changes and commitments, if any, which have occurred between the end of the financial year of the Company to which the financial statements

relate and the date of this report is not material so as to have an affect on the financial position of the Company.

Employees and details of Remuneration:

The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) is provided in Annexure-V forming part of this Report.

The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and Second Proviso to Rule 5 of the Rules, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered office of the Company. The said statement is also available for inspection by the members at registered office of the Company during office hours till the date of Annual General meeting.

Disclosure under the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has in place an Anti-Sexual harassment Policy in line with the requirements of the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under these provisions. During the year under review, there were no cases filed / pending for resolution pursuant to the above enactment.

In accordance with the provisions of SEBI LODR, the Corporate Governance Report is given in Annexure-VI and forms part of this Report.

Statutory Auditor

The shareholders of the Company at their 58th AGM held on August 10, 2017 had appointed M/s. brahmayya & Co., Chartered Accountants, as Statutory Auditor of the Company for a term of five consecutive years i.e. from the conclusion of 58th AGM till the conclusion of 63rd AGM of the Company.

In terms of provisions of Sections 139 & 141 of the Act read with Companies (Audit and Auditors) Rules, 2014 and any other applicable provisions of the Act, including rules made thereunder, the Audit Committee at their meeting held on May 20, 2022 has reviewed the proposal to re-appoint M/s. brahmayya & Co. Chartered Accountants, as Statutory Auditor of the Company for a second term of five consecutive years commencing from the conclusion of 63rd AGM (2022) until the conclusion of 68th AGM (2027) and recommended the same to the board for proposing it to the shareholders at the ensuing 63rd AGM (2022).

The Company has received a letter from M/s. brahmayya & Co. Chartered Accountants consenting for the reappointment and confirming to the effect that their appointment, if made, would be within the prescribed limits and that they do not suffer from any disqualification under Section 141 of the Act and the rules made thereunder. The notice of the ensuing 63rd AGM contains necessary resolution in this regard. Members may consider appointing M/s. brahmayya & Co. Chartered Accountants as Statutory Auditor of the Company as per the provisions of the Act till the conclusion of the 68th AGM (2027).

Pursuant to Section 148 of the Act read with the Companies (Cost Audit and Record) Rules, 2014, the cost records and the accounts are being maintained by the Company and same are being audited as per the requirement of the Act.

The board, based on recommendation of the Audit Committee, had appointed M/s. Geeyes and Co., Cost and Management Accountants, to audit the cost records and the accounts maintained by the Company for the financial year ended March 31, 2022. The said firm was appointed by the board to conduct the Cost Audit for the year 2022-23 at the remuneration of Rs. 7,50,000/- (Rupees Seven Lakhs Fifty Thousand only) excluding applicable taxes and out of pocket expenses.

The report of the said Cost Auditor will be filed with the Central Government in accordance with the rules framed thereunder. The Act mandates that the remuneration payable to the Cost Auditor is ratified by the members. Accordingly, a resolution seeking shareholders'' ratification of the remuneration payable to the Cost Auditor for the year 2022-23 is included in the Notice convening the 63rd AGM.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the rules framed thereunder, the Company had appointed M/s. S Dhanapal & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2021-2022.

further, in terms of Regulation 24A of the SEBI LODR, the secretarial audit report of the Company together with material unlisted subsidiary namely WIL Car Wheels Limited for the financial year ended March 31, 2022 are given in the Annexure-VII and forms part of this report.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor and Secretarial Auditor in their reports, respectively. During the year, there have been no incidents of fraud reported to the Audit Committee in terms of Section 143(12) of the Act.

Safety

Your Company has been continuously working over the past years to become a culturally safety conscious company by inculcating safety culture at all levels. The safety performance review system is conducted by Top Management at unit level, sub-committee level every month across the plants.

Employees'' involvement in the safety journey viz., safety observation and incident investigation is encouraged for every incident and proper feedback is included in the procedures and standards. The standards and procedures implementation and the effectiveness of implementation are being reviewed by regular scheduled audits.

All incidents are investigated and the corrective and preventive actions are horizontally deployed across business units and plants.

Your company rewards best safety performers on monthly basis. Best safety observers and best safety supervisor are rewarded once in three months period in the shop floor to encourage the employees involvement in the safety journey. Practical training centers installed across plants to create safety awareness and hands on training during induction period.

During the COVID-19 pandemic situation, your company has established thorough systems and processes to ensure a safe and healthy work environment for those in offices and in the factory.

All the processes and procedures met the government required protocols for operating the plants during pandemic. These start from the employee''s journey to the factory, checking the employees for symptoms (body temperature, oxygen level) at entry and exit, mandating the use of masks and recommending use of face shield, following physical distancing standard around the factory.

The Company also has sustained the Standard Operating Procedures (SOP) in the shop floors, the offices and the open areas. Employees who are eligible and permitted are encouraged to get cent percent vaccination and achieved. Your company is dedicated to providing a safe environment for all its employees and contractors.

MD / CFO Certificate

The Managing Director and Chief Financial Officer have submitted a certificate to the board on the integrity of the financial statements and other matters required under regulation 17(8) of the SEBI LODR.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The conservation of energy, Technology Absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Act, read with rule 8(3) of the Companies (Accounts) rules, 2014 are enclosed as Annexure-VIII and forms part of this report. Business Responsibility Reporting

The Company practices various business responsibility initiatives as per the business Responsibility policy laying down the broad principles guiding the Company in delivering various responsibilities to its stakeholders. The business Responsibility Report in terms of Regulation 34(2) of SEBI LODR as applicable to the Company for the year 2021-22 is given in ''Annexure-Ix'' and forms part of this report. A copy of this policy is available at www.wheelsindia.com.

Other disclosures

a. There are no instances of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions

b. The details regarding shares and dividend transferred / proposed to be transferred to the Investor Education and Protection fund (IEPF) and other relevant details in this regard, have been provided in the Corporate Governance section of this Annual Report

c. The electronic copies of the 63rd Annual Report and the Notice Convening the 63rd AGM would be sent to all shareholders whose e-mail addresses are registered with the Company or their respective Depository Participants (DP) in accordance with the circulars issued by the Ministry of Corporate Affairs (MCA) read with circulars issued by the SEBI. The full Annual Report is available on the website of the Company and shall also be disseminated to the stock exchanges.

d. In compliance with Section 134(3)(a) and 92(3) of the Act, the Annual Return is being uploaded on the website of the Company at www.wheelsindia.com.

e. The Company has complied with the Secretarial Standards, viz., SS-1 on meetings of board of Directors and SS-2 on General Meetings issued

by Institute of Company Secretaries of India (ICSI) as per section 118(10) of the Act.

f. The Company has neither filed an application during the year under review nor are any proceedings pending under the Insolvency and bankruptcy Code, 2016 as at March 31, 2022.

g. During the financial year, there was no change in the nature of business of the Company.

Acknowledgement

The Directors wish to thank State bank of India, Standard Chartered bank, HDFC bank, Kotak Mahindra bank, Axis bank, federal bank, Punjab National bank and other banks & financial institutions for their continued support.

Your Company wishes to thank its customers, suppliers and the communities around its plants for their continued support.

Your Company continues to have the full co-operation of all its employees. The Directors would like to place on record their appreciation of the efforts of the employees in controlling costs and improving the profitability of the Company.

On behalf of the board of Directors

S Ram

Chennai Chairman

May 20,2022 DIN: 00018309


Mar 31, 2018

Directors’ Report to the Shareholders

Your Directors present their Fifty Ninth Annual Report and the Audited Accounts of your Company for the year ended March 31, 2018.

Performance

Sales (net of Indirect taxes) for the year were Rs. 2,443.17 crores compared to Rs. 2,160.38 crores in the previous year showing an increase of 13.08%.

Financial Results

The Ministry of Corporate Affairs vide its notification dated 16.2.2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company adopted IndAS with effect from 01.04.2017. The Company''s financial results for the previous year ended 31.03.2017 had also been recast in accordance with IndAS.

The standalone financial results of your Company are as below:

(Rs in Crores)

2017-18

2016-17

Gross Profit before finance cost and depreciation

200.55

188.91

Finance cost

44.54

48.16

Depreciation

67.05

63.92

Add: Exceptional Item

12.49

-

Profit before tax

101.45

76.83

Profit after tax

71.77

58.37

Total Comprehensive Income

73.91

57.79

Transfer to General Reserves

30.00

25.00

Dividend and transfer to General Reserve

The Board approved and paid an Interim Dividend of Rs 6/- per equity share (60%) in February 2018.

Your Directors are pleased to recommend a final dividend of Rs.9/- per equity share (90%) for the year ended 31st March, 2018. The final dividend recommended, subject to approval at the 59th Annual General Meeting, will be paid to all the shareholders as on 09.08.2018. The total dividend payout for the financial year is Rs.18.05 crores on which dividend distribution tax aggregates to Rs. 3.70 crores. The Board has adopted a Dividend Distribution Policy which is available at the Company''s website www.wheelsindia.com

The Company proposes to transfer an amount of Rs. 30 crores to the General Reserves. An amount of Rs. 65.02 crores is proposed to be as Retained Earnings.

Issue of Bonus Shares

On June 22, 2018, the Board recommended a proposal for issue of Bonus Equity Shares in the proportion of 1:1., that is 1 (one) bonus equity share of Rs. 10/- each for every (1) one fully paid-up equity share held as on the record date, subject to approval of the shareholders of the Company through postal ballot.

Management Discussion and Analysis

The last year saw an improved growth in global GDP from 3.2% in the previous year to 3.8% last year. The growth was across geographies. In India, GDP slowed down by 0.5% to 6.7%, as government reform with the introduction of GST temporarily affected economic activity. The growth momentum in the global economy is likely to continue in the coming year and India is expected to see GDP grow at 7.4%. The political rhetoric from leading trading countries towards protectionism is introducing some uncertainty. There was commodity inflation in steel, aluminium and oil towards the second half of the year.

It was a tumultuous year for the commercial vehicle industry in India, with negative growth in the first quarter following the introduction of BS IV engines. This, however, changed towards the second half with stricter implementation of overloading restriction resulting in very strong growth in the second half of the year, so much so that despite a slow start to the year, the growth in the truck market was 9% for the year. The second half of the year also saw the multi-axle market change its preference from the 31T to 37T increasing the number of wheels per vehicle. Your company saw high capacity utilization of its truck wheel plants in the second half of the year, although we did struggle meeting the demand in the fourth quarter.

The latter part of the year also saw a resurgence of demand for light commercial vehicles post-GST implementation, with increasing possibilities for hub and spoke logistics. There was also a strong demand for small trucks after successive years of declining volumes. It is expected that the growth momentum in the commercial vehicle industry could continue up to 2020 when BS VI engines are introduced. The higher cost of these new engines could dampen demand post their introduction but could trigger a “pre-buy” in the period building up to 2020.

The last financial year saw a normal monsoon and strong demand for agricultural tractors. At the same time, there was distress amongst farmers due to lower realizations. The government introduced a number of schemes to boost the agricultural sector and several states announced loan waivers for farmers. There was a strong growth in the rural sector especially in the second half of the year boosting demand for utility vehicles.

In September last year, your Company hived off its passenger car wheel business servicing multinational car companies into a separate subsidiary. Subsequently, Topy Industries, a leading Japanese wheel manufacturer and our technical partner, invested in a 26% stake in the subsidiary. Your Company holds a 74% stake in the new company, WIL Car Wheels Ltd. (WCWL). It is expected that the Japanese partner will leverage its relationship with global car companies and its technology to help grow our car wheel business in India and open export opportunities for WCWL. In the last financial year, there was growth in the passenger car business driven largely by growth of the market leader.

There is a strong growth in the construction and mining equipment industry from the second half of the last financial year. This cyclical upturn came 6 years after the last peak, driven largely by strong global GDP and equipment replacement cycles. In India, we saw a similar trend with road and infrastructure development gaining pace in the second part of the last year. The higher level of commodity inflation and replacement demand has also resulted in growth of mining equipment. Your company supplies wheels to the construction and mining equipment industry in India and globally and will benefit from this growth trend.

Your Company''s air suspension division saw reasonable growth last year, on the back of demand for lift axle suspension as the market shifted to higher tonnage vehicles. The demand from state transport undertakings was muted.

Your Company is a major supplier of fabricated and machined parts for the windmill industry in India. The wind energy equipment manufacturers in India had a very poor year last year. The introduction of the government mega auction process for wind power resulted in lower prices requiring a sudden re-alignment of commercials at the windmill manufacturers. This caused a disruption at our windmill customers affecting our windmill component business. Your company started working on export of windmill parts to global companies, that should yield results towards the latter part of the coming year.

Your Company started supplying bogie frame and bolster to the Integral Coach Factory of the Indian Railways in the latter part of the last financial year. The components we supply are towards the manufacture of LBH coaches that will enhance railway passenger safety in the country.

In the last financial year, we saw large fluctuation in volumes in our commercial vehicle wheel business and our windmill component business. The sudden changes in schedule resulted in underutilization of capacities in one part of the year and shortage of capacity in the latter part of the year. The demand fluctuations resulted in sub-optimal running of our plants in these segments. This along with increased inflationary trends related to steel, aluminium, oil and labour in the latter part of the year affected our profitability. Your company, however, did benefit by way of a profit on slump sale of its passenger car wheel business to its subsidiary.

The Indian steel industry is going through a consolidation phase, with financially distressed assets being taken over by profitable steel manufacturers. This is happening at a time when international steel prices have rallied significantly over the last year. The coming year sees a continuation of commodity inflation in line with the global economy. The oil prices have been rising and are expected to remain high in the coming year, potentially affecting our energy and fuel cost, but could also result in volatility of the Indian Rupee with inflationary consequences. We are also seeing wage inflation in line with government related minimum wage increases. While all these inflationary factors will put a strain on our profitability, we also see signs of growth in all major segments of our business in the year ahead.

While we ramp up our capacities to meet the increased customer call for our product, we will also need to ensure tighter cost control measures to counter the high inflation. Your company continues to strive to promote safety practices across its plants, while promoting robust quality reviews across its business''. Your Company has received awards for its performance from customers such as Caterpillar, General Motors, Komatsu, Mahindra & Mahindra, Tata Motors and Volvo Eicher Commercial Vehicles.

In the coming year, we see the trend of cyclical upswing continuing in the commercial vehicle, construction and mining equipment segments of our business.

There is a national election in 2019 and building up to this, there are likely to be pro-agriculture policies followed by the government. In light of this, and the expected normal monsoons, we expect a reasonable growth in the coming year for agricultural tractors. In light of rural prosperity, we expect the market for utility vehicles to continue to do well.

We expect the lift axle suspension business to continue to grow in the coming year, in line with the trend of higher tonnage multi-axle vehicles in the truck industry. There is reasonable demand for air suspension for buses expected as fleet replacement takes place ahead of the 2019 elections.

In the coming year, the government has increased the amount of wind power to be auctioned significantly and we expect more active participation of our windmill manufacturer customers. In addition, we propose to grow exports to windmill equipment manufacturers in the coming year. We will see a full year of railway component business in the year ahead and will increase the range of components we supply to the Indian Railways.

There is strong demand for our products across segments in both the domestic and export markets. The challenge for us is to ramp up in a timely manner to meet these challenges and to control costs effectively at a period of high industrial inflation.

Subsidiary Company

WIL Car Wheels Limited (WCWL) was incorporated on June 7, 2017. Your Company holds 74% stake in WCWL with Topy Industries Limited, Japan holding 26% stake.

WIL Car Wheels Limited reported a gross revenue of Rs. 179.42 crores and profit before tax of Rs. 2.34 crores. There are no comparable figures for the previous year as this Company was incorporated during the year under review.

Associate Company

Axles India Limited, an Associate Company has achieved a turnover of Rs. 486.09 crores and profit before tax of Rs 35.25 crores for the financial year 2017-18 as against the turnover of Rs 455.28 crores and profit before tax of Rs 22.80 crores for the financial year 2016-17.

Your Company''s share of profit is Rs.3.35 crores (unaudited) for the financial year 2017-18 as against Rs. 2.17 crores for the financial year 2016-17.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (“2013 Act”) the consolidated financial statements drawn up with the applicable Indian Accounting Standards, forms part of the Annual Report.

In accordance with the provisions of Section 136 of the 2013 Act, the audited financial statements, including the consolidated financial statements and related information of the Company will be available on our website www.wheelsindia.com. These documents will also be available for inspection during business hours at the registered office of the Company.

A statement containing the salient features of the financial statements of the Subsidiary Company / Associate Company is provided in Form AOC1. Refer Annexure I of this report.

The consolidated profit after tax for the year is Rs. 75.49 crores and the consolidated networth is Rs. 586.62 crores as on 31.03.2018.

Fixed Deposits

As at 31st March, 2018, fixed deposits accepted by the Company from public and shareholders aggregated to Rs. 142.79 crores, which are within the limits prescribed under the 2013 Act and the rules framed thereunder.

The provisions of the 2013 Act also mandate that any Company inviting/ accepting/ renewing deposits is required to obtain Credit Rating from a recognised credit rating agency. Your Company has obtained a credit rating of “MA Stable” for its fixed deposits from ICRA.

The details relating to deposits covered under Chapter V of the 2013 Act are given in Annexure II forming part of this Report.

Board Evaluation

Pursuant to the provisions of Section 134 (3) (p), Section 149(8) and Schedule IV of 2013 Act, SEBI (Listing Obligations & Disclosure Requirements Regulations)

2015 (SEBI LODR), Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board have been carried out.

The Performance Evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non Independent Directors by the Independent Directors. The criteria and manner in which the evaluation has been carried out are provided in Annexure II forming part of this Report.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the 2013 Act. The details of the investments made by Company are given in the notes to the financial statements.

Directors

Under Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, a special resolution is to be passed for the continuation of the directorship of Mr. S Ram, Chairman as Non-executive Director with effect from 1st April 2019 till the date he retires by rotation. Necessary resolution to this effect, is included in the Notice convening the 59th Annual General Meeting.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee reappointed Mr. Srivats Ram as Managing director for a period of five years commencing from 01.05.2018.

Under Article 94(3) of the Company, Mr. Paul G Reitz (DIN 07159137) retires by rotation and being eligible, offers himself for re-election. Brief resume of the Director proposed to be appointed along with additional information pursuant to SEBI LODR is given in the Corporate Governance Report.

All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the 2013 Act.

Key Managerial Personnel

The Board appointed / designated Mr. R. Raghunathan as Chief Financial Officer and Mr. S. Balasundharam as Company Secretary / Compliance Officer on April 11, 2017 pursuant to the superannuation of Mr. S. Srivathsan, CFO & Company Secretary on April 10, 2017.

Ms. K. V. Lakshmi was appointed as Company Secretary/ Compliance Officer with effect from November 6, 2017 consequent to the resignation of Mr. S. Balasundharam on November 4, 2017.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and to fix their remuneration. The Company''s policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence are provided in the Corporate Governance Report forming part of this Report. The policy is given as Annexure III forming part of this Report.

Corporate Social Responsibility

As an initiative under Corporate Social Responsibility (CSR), and in accordance with Schedule VII of the

2013 Act, your Company has constituted the CSR Committee under the Board, to frame, monitor and execute the CSR activities. The Board has approved the CSR Policy and guidelines for implementation. The Committee effectively supervises the programme.

Your Company has fulfilled its obligation towards CSR by spending a sum of Rs.117.59 lakhs during the year. The constitution of the CSR Committee and the report as required under the 2013 Act, are provided in Annexure IV, forming part of this Report.

Risk Management, Internal Financial Control Systems and Audit

Your Company has implemented a mechanism for risk management and has formulated a Risk Management Policy. The Policy provides for identification of risks and mitigation measures. The Audit committee is informed on the risk assessment and minimization mechanism adopted by the Company.

The implementation of IT based Governance, Risk and Compliance (GRC) software across the multiple locations of the Company has further strengthened the business processes and has significantly supported the internal audit requirement towards achieving a controlled environment.

Your Company maintains an adequate and effective Internal Control System commensurate with its size. These reasonably assure that the transactions are duly authorized and recorded to facilitate preparation of financial statements in line with the established practices and that the assets are secured against any misuse or loss. The internal control system is supplemented through an extensive internal audit programme besides periodic review by the Management and Audit Committee. The Company has in place adequate internal financial controls.

Vigil Mechanism / Whistle Blower Policy

In accordance with the requirements of the 2013 Act, your Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and Employees to report genuine concerns. The said Policy meets the requirement of the Vigil Mechanism framework under the 2013 Act, and the members can view the details of the policy on www.wheelsindia.com

Directors’ Responsibility Statement

The Directors acknowledge their responsibility of ensuring compliance with the provisions of Section 134(3)(c) of the 2013 Act. To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the 2013 Act:

a. that in the preparation of the annual financial statements the applicable IndAS have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the financial statements have been selected and applied consistently and judgement and estimates have been made 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. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the 2013 Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls are in place and that the financial controls are adequate and were operating effectively.

f. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

The Company has formulated a policy on related party transactions and the same is uploaded on the Company''s website www.wheelsindia.com.

All Related Party transactions that were entered into by the Company during the financial year 2017-18, were in compliance of Section 188 of the 2013 Act and the Rules framed thereunder. There are no “Material” contracts or arrangement or transactions at arm''s length basis and hence disclosure in form AOC-2 is not required.

All Related Party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the SEBI (LODR) 2015. The transactions entered into pursuant to such approval are placed periodically before the Audit Committee for its review.

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

Meetings of the Board/ Committees

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other businesses. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings are circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The details of the meetings of the Board as well as the Committees are disclosed in the Corporate Governance Report, forming part of this Report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Employees and details of Remuneration

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under the 2013 Act and the rules framed thereunder.

The statement of Disclosure of Remuneration under Section 197 of 2013 Act and Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”), is provided in Annexure V forming part of this Report.

The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of 2013 Act and Second Proviso to Rule 5 of the Rules, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered office of the Company. The said statement is also available for inspection by the members at registered office of the Company during office hours till the date of Annual General meeting.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases filed pursuant to the above Act.

Corporate Governance

In pursuance to SEBI LODR Corporate Governance Report is given in Annexure VI and forms part of this Report.

Statutory Audit

The Company had appointed M/s Brahmayya & Co, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of the 58th Annual General Meeting till the conclusion of 63rd Annual General Meeting of the Company.

The Company has received the eligibility certificate from the auditors confirming that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of the Company.

Cost Auditor

Pursuant to Section 148 of the 2013 Act read with the Companies (Cost Audit and Record) Rules 2014, the cost records and the accounts maintained by the Company are required to be audited. The Board on recommendation of the Audit Committee had appointed M/s. Geeyes and Co, Cost and Management Accountants to audit the cost records and the accounts maintained by the Company for the financial year ended 31.3.2018.

The report of the said Cost Auditor will be filed with the Central Government in accordance with the rules framed thereunder.

The said firm were appointed by the Board to conduct the Cost Audit for the year 2018-19 at the remuneration of Rs. 7,00,000/- (excluding applicable taxes and out of pocket expenses)

The Companies Act, 2013 mandates that the remuneration payable to the Cost Auditor is ratified by the members. Accordingly, a resolution seeking members ratification of the remuneration payable to the Cost Auditor for the year 2018-19 is included in the Notice convening the 59th Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the 2013 Act and the rules framed thereunder, the Company appointed M/s. S Dhanapal & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is given in Annexure VII and forms part of this Report.

The Company has complied with the Secretarial Standards for the Board Meetings (SS-1) and the General Meetings (SS-2) during the year 2017-18.

Comments on Auditors’ report

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in Practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company for the year under review.

Safety

In regard to safety, your Company has been working towards inculcating a culture, installing a system and reviewing its results at its facilities. Starting with the Padi plant, the company is horizontally deploying safety work systems and review mechanisms across its plants. The last year saw decent progress towards this endeavor to build safety into the manufacturing work culture.

Employees have been encouraged to adhere to safety in all their activities in and out of the company premises. Safety training is conducted at all levels on a continuous basis and additional emphasis is given in implementation of safety work standards. The Company rewards best safety performers from different groups of employees regularly. This has helped to inculcate a significant change in outlook. By all these, a significant change in the minds of the employees towards better safe work environment is cultivated.

CEO/CFO Certificate

The Managing Director and Chief Financial Officer have submitted a certificate to the Board on the integrity of the financial statements and other matters required under regulation 17(8) of the SEBI LODR Regulations.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Annexure VIII forms part of this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the 2013 Act, read with rule 8(3) of the Companies (Accounts) rules, 2014 are enclosed as Annexure IX and forms part of this report.

Business Responsibility Reporting

During the year consequent to the requirements of reporting of its business responsibility initiatives becoming mandatory under the SEBI LODR, the Company has formulated a policy on Business Responsibility which lays down the broad principles guiding the Company in delivering various responsibilities to its stakeholders. A copy of this policy is available at www.wheelsindia.com and the Business Responsibility Report for the year ended 31.03.2018 in terms of Regulation 34 of the SEBI LODR is given in Annexure X and forms part of this report.

Acknowledgement

The Directors wish to thank United Bank of India, State Bank of India, Standard Chartered Bank, HDFC Bank, other Banks and financial institutions for their continued support.

Your Company wishes to thank its customers, suppliers and the communities around its plants for their continued support.

Your Company continues to have the full co-operation of all its employees. The Directors would like to place on record their appreciation of the efforts of the employees in controlling costs and improving the profitability of the Company.

On behalf of the Board of Directors

S Ram

Chennai Chairman

June 22, 2018 DIN 00018309


Mar 31, 2017

The Directors present their Fifty Eighth Annual report and the Audited Accounts of your Company for the year ended March 31, 2017.

Directors’ Report to the Shareholders

Performance

Sales for the year were Rs. 2,141 crores compared to Rs. 1,981 crores in the last year showing an increase of 8.08 % when compared with the previous year.

Financial Results

The financial results of your Company for the year under review are as below:

(Rs in Crores)

2016-17

2015-16

Gross profit before finance cost and depreciation

189.98

174.36

Finance Cost

47.79

57.58

Depreciation

63.92

60.45

Profit before tax for the year

78.27

56.33

Profit after tax for the year

59.31

39.99

Transfer to General Reserve

25.00

25.00

Dividend and transfer to General Reserve

The Board approved and paid an interim Dividend of Rs 5/- per equity share (50%) in February 2017.

Your Directors are pleased to recommend a final dividend of Rs. 8.00 per equity share (80%) for the year ended 31st March, 2017. This final dividend, subject to approval at the 58th Annual General Meeting, will be paid to all the shareholders whose names appear in the Register of members as on the book closure date. The total dividend payout for the financial year is Rs. 15.64 crores on which the dividend distribution tax amounts to Rs. 3.31 crores.

The Company intends to transfer Rs.25.00 crores to the General Reserve. A sum of Rs.38.65 crores is proposed to be retained in the Statement of Profit and Loss.

Management Discussion and Analysis

It is estimated that the global economy grew by 3.1% in 2016, and it is expected to grow at close to 3.5% in 2017, with growth in both emerging and developed economies. The year saw the strengthening of fuel and metal commodity prices over the year. The period was eventful with Brexit, the election of Donald Trump as President of the United States, demonetization in India and the anti-trade rhetoric of international leadership. The good monsoon in the last year, after two lean years saw Indian GDP grew at 7.1%. The current account deficit was contained under 1% and there were strong FDI inflows into the country. Notwithstanding, the global uncertainties, major economies expect higher growth in the year ahead.

After a year of strong growth in the previous year, the market for medium and heavy commercial vehicles was stagnant, with the “pre-buy” ahead of the BS IV deadline in the fourth quarter, offsetting a dip in the market in the preceding two quarters. The tipper segment grew along with the rapid infrastructure activities in the country, and the passenger vehicle market showed a positive trend. The goods carriage segment of the medium and heavy commercial vehicle market was sluggish. In the light commercial vehicle market, the business cycle typically lags that of the medium and heavy commercial vehicle market, though there was reasonable growth.

The passenger car market grew by 11%, driven by new model introduction and effective market segmentation by major vehicle manufacturers. The penetration of alloy wheels in the passenger car segment has reached 27%, limiting the growth of steel wheels.

The rural and agricultural economy were affected by demonetization. However, a good monsoon and a 5.4% rise in the wholesale price index of food articles saw the agricultural tractor market grow by 14%.

The global construction and mining industry struggled through most of the year, with manufacturers shutting down capacities across plants. The lower activity levels across the globe slowed the construction equipment industry in the year under review. In India, however, the construction equipment market showed good growth driven by active road building in the country. While the global mining equipment saw an increase in commodity prices, it was only towards the end of the year that it started to reflect in increased requirements notably in Asia.

The demand for buses with air suspension systems saw a strong growth in the year under review, with large purchases by state transport corporations and export of buses by OEMs. The buying of buses with air suspension by corporations is a cyclical market with peaks and troughs. The year also saw the full year operation of the Company''s lift axle suspension business.

We continued to see growth in the wind energy segment with India adding 5,400MW of windmills in the year under review. Your Company is a major supplier of fabricated and machined parts for this sector and grew along with the industry. The thermal power equipment industry, however, continues to struggle, as there is a shift towards renewable energy in the country.

The Government of India imposed safeguard duties and a minimum import price for steel coming into the country to protect the Indian steel industry, in the year under review. This resulted in an increase in the steel price in India. In the second half following, commodity price increases, the international steel prices have also increased. There were also challenges in managing the foreign currency exposure in the period just after Brexit and at the end of the year when the Rupee appreciated against the Dollar.

Your Company saw sales increase by over 9% in the year under review, partly the effect of higher steel prices. There was also a strong growth in the air suspension business, and good growth in the windmill parts business and tractor wheel business, that helped your Company to show sales growth.

The concerns of low capacity utilization in passenger car steel wheels continued and quarterly variations in volume affected effective utilization in the truck and tractor wheel lines. Your Company persists with its rigorous cost control review mechanism, strengthened its safety practices across plants, and started a robust quality improvement program across plants. In recognition of its performance, your Company received customer awards from Caterpillar, Ford, Hyundai, Maruti Suzuki, TAFE and Volvo Eicher.

In the coming year, with the expectations of a good monsoon, the economy having demonetized and with the government planning to spend on the rural economy and infrastructure, we expect a higher GDP growth. However, the medium and heavy commercial vehicle segment is likely to marginally decline, post the implementation of BS IV, as the effect of the “pre-buy”. The passenger car market is likely to remain decent and the utility vehicle market and tractor markets are likely to improve as the government''s focus on rural economy increases. We expect the air suspension business to grow marginally largely due to growth in the lift axle suspension business of your Company. We expect to grow the wheel business to the Indian Defense equipment. The forged aluminum wheel business of your Company should grow as capacities are being put in place in the coming year. We also expect the growth in the windmill parts business to continue. Overall, the coming year is one in which we expect to have similar growth in sales, as in the year under review.

The challenges in the coming year will remain those of cost control at a time of industrial inflation. The other challenge will be of managing foreign exchange risk at a time of relative volatility in the currency markets. Your Company will also need to ensure that it launches new products on time, as a lot of the business growth comes from new products. There are many changes that are likely to come in the coming year including GST, amongst other government initiatives that your Company will have to adapt. In these times of change, much as there are likely to be changes in the way we do business, there are equally opportunities for us to learn and grow.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3), of the Companies Act, 2013 (“2013 Act”), the consolidated financial statements drawn up in accordance with the applicable Accounting Standards, forms part of the annual report.

In accordance with the provisions of Section 136 of the 2013 Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements will be available on our website www.wheelsindia.com. These documents will also be available for inspection during business hours at the registered office of the Company.

Axles India Limited, an Associate Company has achieved a turnover of Rs 417.36 crores and profit before tax of Rs 21.53 crores for the financial year 2016-17 (unaudited) as against the turnover of Rs 494.75 crores and profit before tax of Rs 19.23 crores for the financial year 2015-16. The share of profit is Rs 1.34 crores for the financial year 2016-17 (unaudited) and Rs 1.19 crores for the financial year 2015-16.

A statement containing the salient features of the financial statements of the Associate Company is provided in Form AOC1. Refer Annexure I of this report.

Fixed Deposits

As at 31st March, 2017, fixed deposits accepted by the Company from public and shareholders aggregated to Rs.120.69 crores, which are within the limits prescribed under the 2013 Act and the rules framed there under.

The provisions of the 2013 Act also mandate that any Company inviting/ accepting/ renewing deposits is required to obtain Credit Rating from a recognized credit rating agency. Your Company has obtained a credit rating for its fixed deposits from ICRA.

The details relating to deposits covered under Chapter V of the 2013 Act are given in Annexure II forming part of this Report.

Board Evaluation

Pursuant to the provisions of Section 134 (3) (p), Section149(8) and Schedule IV of the 2013 Act, SEBI (Listing Obligations & Disclosure Requirements Regulations) 2015 (“SEBI LODR”), Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out.

The Performance Evaluation of the Independent Directors was done by the entire Board and that of the Chairman and Non Independent Directors by the Independent Directors. The criteria and manner in which the evaluation has been carried out are provided in Annexure II forming part of this Report.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the 2013 Act. The details of the investments made by Company are given in the notes to the financial statements.

Directors

Under Article 94(3) of the Company, Mr CMB Akers (DIN 06979883) retires by rotation and being eligible, offers himself for re-election. Brief resume of the Director proposed to be appointed along with additional information pursuant to SEBI LODR is given in the Corporate Governance Report.

All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the 2013 Act.

Key Managerial Personnel

The Board of Directors appointed/designated Mr. R Raghunathan as Chief Financial Officer and Mr. S Balasundharam as Company Secretary and Compliance Officer with effect from 11th April, 2017 pursuant to the superannuation of Mr. S Srivathsan, CFO and Company Secretary and Compliance Officer on April 10, 2017.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Company''s policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence are provided in the Corporate Governance Report forming part of this Report. The policy is given as Annexure III forming part of this Report.

Corporate Social Responsibility

As an initiatives under Corporate Social Responsibility (CSR), in accordance with Schedule VII of the 2013 Act, your Company constituted the CSR Committee under the Board. This Committee is to frame, monitor and execute the CSR activities. The Board has approved the CSR policy and guidelines for implementation. The Committee effectively supervises the programmes.

Your Company has fulfilled its obligation towards CSR by spending a sum of Rs 91.28 lakhs during the year. The constitution of the CSR Committee and the report as required under the 2013 Act, are provided in Annexure IV, forming part of this Report.

Risk Management, Internal Financial Control Systems and Audit

Your Company has implemented a mechanism for risk management and has formulated a Risk Management Policy. The Policy provides for identification of risks and mitigation measures. The Audit committee is informed on the risk assessment and minimization mechanism adopted by the Company.

Implementation of IT based Governance, Risk and Compliance (GRC) software across the multiple locations of the Company has further bolstered the business processes and has assisted the internal audit in achieving a controlled environment.

Your Company maintains adequate and effective Internal Controls commensurate with its size. These reasonably assure that the transactions are duly authorized and recorded to facilitate compiling of financial statements in line with the established practices and that the assets are secured against any misuse or loss. The internal control system is supplemented through an extensive internal audit program besides periodic review by the Management and Audit Committees. The Company has in place adequate internal financial controls.

Vigil Mechanism / Whistle Blower Policy

In accordance with the requirements of the 2013 Act, your Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and Employees to report genuine concerns. The said Policy meets the requirement of the Vigil Mechanism framework under the 2013 Act, and the members can view the details of the policy on www.wheelsindia.com.

Director’s Responsibility Statement

The Directors acknowledges their responsibility of ensuring compliance with the provisions of Section 134(3)(c) of the 2013 Act. To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the 2013 Act:

a. that in the preparation of the annual financial statements the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the financial statements have been selected and applied consistently and judgment and estimates have been made 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. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the 2013 Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

The Company has formulated a policy on related party transactions and the same is uploaded on the Company''s website www.wheelsindia.com.

All Related Party transactions that were entered into by the Company during the financial year 2016-17, were in compliance of Section 188 of the 2013 Act and the Rules framed there under. There are no “Material” contracts or arrangement or transactions at arm''s length basis and hence disclosure in form AOC-2 is not required.

All Related Party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the SEBI LODR. The transactions entered into pursuant to such approval are placed periodically before the Audit Committee for its review.

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

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other businesses. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings are circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

Resolution passed by Circulation: In case of special and urgent business need, the approval of the Board/ Committee is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent meeting. The details of the meetings of the Board as well as the Committees are disclosed in the Corporate Governance Report, forming part of this Report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. There are no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Employees and details of Remuneration:

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under the 2013 Act and the rules framed there under.

The statement of Disclosure of Remuneration under Section 197 of the 2013 Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”), is provided in Annexure V forming part of this Report.

The information as per Rule 5(2) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the 2013 Act and second proviso of Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company. The said statement is also available for inspection by the members at registered office of the Company during office hours till the date of Annual General Meeting.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases filed pursuant to the above Act.

Corporate Governance

In pursuance to SEBI LODR, Corporate Governance Report is given in Annexure VI and forms part of this Report.

Auditors

As per Section 139 of the 2013 Act, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company at their meeting held on 29.05.2017, on the recommendation of the Audit Committee, have made its recommendation for appointment of M/s. Brahmayya & Co, Chartered Accountants (ICAI registration number FRN 000511S), as the Statutory Auditors of the Company subject to the approval of the Members at the 58th Annual General Meeting of the Company for a term of 5 years.

Accordingly, a resolution, proposing appointment of M/s. Brahmayya & Co, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 58th Annual General Meeting till the conclusion of 63rd Annual General Meeting of the Company pursuant to Section 139 of the 2013 Act, forms part of the Notice of the 58th Annual General Meeting of the Company.

The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the 2013 Act and that the appointment, if made, shall be in accordance with the applicable provisions of the 2013 Act and the rules framed there under.

The Directors recommend their appointment. As required under the SEBI LODR, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board place on record its appreciation for the services rendered by M/s. Sundaram & Srinivasan, Chartered Accountants, as the Statutory Auditors of the Company.

Cost Audit

Pursuant to Section 148 of the 2013 Act read with the Companies (Cost Audit and Record) Rules 2014, the cost records and the accounts maintained by the Company are required to be audited. Your Company has appointed M/s. Geeyes and Co, Cost and Management Accountants to audit the cost records and the accounts maintained by the Company for the financial year ended 31.3.2017. The report of the said Cost Auditor will be filed with the Central Government in accordance with the rules framed there under.

The report of the said auditor for the financial year ended March 31, 2016 was filed with the Central Government.

Secretarial Audit

Pursuant to the provisions of Section 204 of the 2013 Act and the rules framed there under, the Company appointed M/s. S Dhanapal & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is given in Annexure VII and forms part of this Report.

Comments on Auditors’ report

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in Practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Safety

In regard to safety, Wheels India has been working towards inculcating a culture, installing a system and reviewing its results at its facilities. Starting with the Padi plant, the Company is horizontally deploying safety work systems and review mechanisms across its plants. The last year saw decent progress towards this endeavor to build safety into the manufacturing work culture.

Employees have been encouraged to adhere to safety in all their activities in and out of the Company premises. Safety training is conducted at all levels on a continuous basis and additional emphasis is given in implementation of safety work standards. The Company rewards best safety performers from different groups of employees regularly. This has helped to inculcate a significant change in outlook.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Annexure VIII forms part of this Report

General

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the 2013 Act, read with rule 8(3) of the Companies (Accounts) rules, 2014 are enclosed as Annexure IX and forms part of this report. The Directors wish to thank United Bank of India, State Bank of India, Standard Chartered Bank, HDFC Bank, other Banks and financial institutions for their continued support.

Your Company continues to have the full co-operation of all its employees. The Directors would like to place on record their appreciation of the efforts of the employees in controlling costs and improving the profitability of the Company.

On behalf of the Board of Directors Chennai

S Ram

May 29, 2017 Chairman

DIN 00018309


Mar 31, 2014

Dear Members,

The directors present their Fifty Fifth Annual report and the Audited Accounts of your Company for the year ended march 31, 2014.

Financial results

Sales for the year under review were Rs 1,798 crores compared to Rs 1,897 crores in the last year. the financial results of your Company for the year under review are as below:

(Rs. in Lakhs)

2013-14 2012-13

Gross profit before finance cost and depreciation 14,955 15,364

Finance Costs 5,535 5,550

Depreciation 5,534 5,359

Profit before tax for the year 3,886 4,455

Profit after tax for the year 2,841 3,188

Transfer to General Reserve 1,800 2,000

Dividend

The board approved and paid an interim dividend of Rs 4.00 per equity share (40%) in december 2013.

Your directors are pleased to recommend a final dividend of Rs.4.20 per equity share (42%) for the year ended 31st march, 2014 on the enhanced Capital. the final dividend recommended, if approved at the Fifty Fifth Annual General meeting, will be paid to all the shareholders whose name appears in the Register of members as on the book closure date. the total dividend for the financial year including the proposed final dividend will absorb Rs 10.53 crores including dividend distribution tax of Rs 1.53 crores.

Rights Issue

During the year under review your Company came with a Rights Issue of 21,62,835 equity shares of Rs 10/- each to the non-promoter shareholders in the ratio of 51 shares for every 20 shares held, at a price of Rs 400/- per share (including a premium of Rs 390/- per share). this issue was made to meet the minimum Public Shareholding requirement of 25% as stipulated by the Securities and exchange board of India (SEBI).

The board of directors thanks all the investors for fully subscribing the Rights Issue. the basis of allotment was finalized in consultation with national Stock exchange of India Limited. the funds raised through the rights issue were mainly utilized towards reducing the borrowings of the Company.

Management Discussion and Analysis

In the year 2013, the global economy continued to struggle with GdP growth estimated to be only 2.5%. While western economies remained sluggish throughout the year, the year also saw a marked slowdown in India and China. In India, the economy grew at its slowest rate in a decade with GdP growth estimated to be 4.7%. this was compounded by persistently high infation, a slowing down of capital formation and stagnant industrial production, affecting demand in your Company''s key industry segments.

The poor sentiment in the market resulted in negative growth of 6% in the passenger car market, for the frst time in decades. the year saw the Government systematically reduce the gap in price between petrol and diesel which resulted in a shift in demand towards petrol cars. the market was driven by new product launches and saw a shift in volume towards the premium b segment. there was a double digit decline in the utility vehicle market that was affected by both the increasing diesel prices and the slowing of economic activity.

The slowing down of the economy in the last year resulted in less goods movement and under utilization of trucks by feets. this took place at a time when fuel costs increased on a monthly basis affecting the viability of operations for truck operators, with no prospects for improving conditions. these business prospects for good carriage operators resulted in a decline of more than 25% in the commercial vehicle industry. the decline was across the board from small trucks to heavy commercial vehicles.

A good monsoon resulted in record levels of agricultural output and a buoyant growth of the agricultural tractor industry in the last year. the tractor industry grew by 19% in the last financial year as farmers increasingly looked at mechanization to overcome labour availability issues. the construction and mining equipment industry continued to be adversely affected through the year and registered negative growth.

There was delay in implementation of the JnnuRm scheme for buses, which resulted in the demand for air suspension systems to be stagnant in the last year. the power equipment sector was badly affected by slow execution of projects on account of land acquisition, coal linkages, environmental clearances, social issues and funding and declined by 20% in the last year.

Your Company saw sales decline by 5.3% in the last financial year, largely affected by the steep decline in volumes across the commercial vehicle industry. the decline in our sales to the passenger car and utility vehicle industry was made up by our increased sales to the agricultural tractor industry. there was a marginal improvement in our exports. the Company was affected by infationary headwinds that resulted in significant hikes in government controlled power tariffs and minimum wages. At the same time, the steel price increased in the second half of the year increasing our input cost. there was an effective review mechanism within the Company with a focus on controlling and reducing costs that enabled the Company to manage in these diffcult times.

While the last year saw low levels of growth, the government had improved the current account defcit and fiscal defcit levels by the year end. the current year is filled by the prospects of some improvement in economic activity with a new government coming to power. this should in time result in improved sentiments and an uptick in infrastructural and industrial activity in the country. It is expected that this could positively impact the automotive and commercial vehicle segments towards the latter part of the current year. the agricultural tractor industry is likely to see muted growth in the current year, following year of record production and high growth. Further, there is some uncertainty regarding the impact of global climatic patterns on our monsoons that could dampen growth in the sector. It is expected that in the latter part of the current year that economic activity and infrastructure development pick up, resulting in growth of construction and mining equipment market. Similarly, we expect that there will be some improvements in the power sector with the new government in place. there are orders from state transport undertakings for buses with air suspension which would result in some growth in the air suspension business of your Company. While the business environment remains diffcult, it is expected that prospects could improve in the latter part of the current year.

Your Company received major awards for its performance in the year under review as a supplier from key customers like Ashok Leyland, Caterpillar, Hyundai, John deere, mahindra & mahindra, maruti Suzuki, TAFE, toyota and Volvo-eicher.

Directors

The newly enacted Companies Act, 2013 provides that 2/3rd of the non-independent directors should be liable to retire by rotation. In order to comply with this requirement, your board of directors at the meeting held on 16th may, 2014 re-appointed mr S Ram (dIn 18309) as a Whole-time director designated as executive Chairman, liable to retire by rotation, subject to the approval of the members of the Company. the notice for this meeting places this subject before you for your approval.

Mr T K Seshadri, director (dIn63592) who retires by rotation at this Annual General meeting, has not offered himself for re-election for personal reasons. your directors place on record the valuable contribution made by him to the growth and development of the Company through his vast experience and expertise during his tenure as a director of the Company.

In order to meet the requirements of the Listing Agreement on the composition of the board with reference to the Independent directors, your board at its meeting held on July 16, 2014, have recommended the appointment of mr b Santhanam (dIn 00494806), as an Independent director of the Company to hold office for a term of five consecutive years from the date of the Annual General meeting. the notice for this meeting places this subject before you for your approval.

Mr T S Vijayaraghavan (dIn 0063728), mr S Prasad (dIn 63667) and mr Aroon Raman (dIn 00201205) present Independent directors are being appointed for a term of five consecutive years as mentioned in the notice, subject to the approval of the shareholders.

In the opinion of the board, the Independent directors fulfll the conditions specified under the Companies Act, 2013 and rules made thereunder and are independent of the management.

Under Article 94(3) of the Company, mr S Viji (dIn 139043) retires by rotation and being eligible, offers himself for re-election.

Corporate Governance

In pursuance to Clause 49 of the Listing Agreement with the Stock exchange, Corporate Governance Report is given elsewhere and forms part of this Report.

Director''s Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 and Corporate Governance Voluntary Guidelines, 2009 issued by the ministry of Corporate Affairs, your directors confirm that:- 1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. Such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st march, 2014 and of the profit of the Company for the year ended on that date;

3. Proper and suffcient care has been taken 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;

4. The annual accounts have been prepared on a going concern basis and

5. Proper systems are in place to ensure compliance with all laws applicable to the Company

Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai retire at the conclusion of the Fifty Fifth Annual General meeting and are eligible for re-appointment. the Company has received necessary certifcate from the Auditors under Section 141 of the Companies Act, 2013 to the effect that they satisfy the conditions under the Companies Act, 2013 and the rules made thereunder for the above appointment. the directors recommend their re-appointment.

Internal Control and Audit

Your Company remains committed to ensure an effective internal control system which is a prerequisite for good governance. the internal control procedures are designed to ensure that all the transactions are properly authorized, recorded, and reported, apart from safeguarding the assets of the Company. Further the internal control system is supplemented by well- documented policies, guidelines and procedures and in order to ensure that an effective internal control environment is in vogue internal audit department of the Company and external audit firms, review regularly the internal control procedures implemented at the various units of the Company, and give its recommendations for improvement if found necessary. besides statutory auditors also give their suggestion for improvement in control and compliance.

Cost Audit

The Report of m/s Geeyes & Co, Cost and management Accountants, Chennai, (Firm Registration no. 00044), on the Cost Audit carried out for the Financial year 2012-13 was fled with the Central Government on 27.9.2013 (within the due date of 180 days from the closure of the financial year).

Safety

Your Company has identified safety of people and environment as a primary focus of responsibility and attempts all efforts towards achieving the same. the Company has embarked on an important journey of creating a safe work place for all the stake holders with the help of an external consulting entity, who have done pioneering work in this feld. during the year under review, your Company constituted various Committees under the leadership of managing director to oversee the implementation of the recommendations of the Consultant. the main focus is on cultural change and making people understand the importance of Safety on and off the work place. Various programs were held to educate and train people at all levels.

Corporate Social Responsibility (CSR)

Your Company is involved in a number of CSR activities so as to cater to basic needs of the society in the feld of health and education. during the year under review, number of initiatives were taken in the above felds in and around the Company''s plants. As provided under Section 135 of the Companies Act 2013, the board of directors have constituted Corporate Social Responsibility Committee of the board. the Committee will evolve the CSR policy of the Company and the same will be placed before the board for approval in due course.

Particulars of Employees

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

General

Particulars prescribed by the Companies (disclosure of Particulars in the Report of board of directors) Rules, 1988 are enclosed in the annexure and forms part of this report.

The directors wish to thank united bank of India, State bank of India, Standard Chartered bank, HdFC bank, and other banks for their continued support. your Company continues to have the full co-operation of all its employees. the directors would like to place on record the appreciation of the efforts of the employees in controlling costs and improving the profitability of the Company.

On behalf of the board of directors Chennai S Ram

July 16, 2014 Chairman

DIN 00018309


Mar 31, 2013

The Directors present their Fifty Fourth Annual report and the Audited Accounts of your Company for the year ended March 31, 2013.

Financial results

Sales for the year under review were Rs. 1,897 crores compared to Rs. 2,051 crores in the last year. The financial results of your Company for the year under review are as below:

(Rs. in Lakhs) 2012-13 2011-12

Gross profit before finance cost and depreciation 15,364 16,598

Finance Costs 5,550 6,135

Depreciation 5,359 5,047

Profit before tax for the year 4,455 5,416

Profit after tax for the year 3,188 3,435

Transfer to General Reserve 2,000 2,300

Dividend

Your Directors are pleased to recommend, out of the profits of the current year, a dividend of Rs. 8.10 per share on the paid-up capital of the Company as at 31st March, 2013. The dividend will be paid to all the shareholders whose names appear in the Register of Members as on the Book closure date.

If the dividend recommended is approved at the Fifty Fourth Annual General Meeting, a sum of Rs. 7,99,42,496.40 will become payable. A dividend tax of 16.995% (including surcharge) will be paid on the dividend declared.

Management Discussion and Analysis

The growth in the global economy was weak in 2012 and is expected to stay sluggish in 2013, as fiscal adjustments are expected to slow growth in advanced economies and delay cyclical recovery in emerging economies. In India, the GDP growth in the last fiscal was at 5%, the lowest levels in the last decade. The persistent high levels of inflation adversely impacted consumption while structural bottlenecks affected investments. The last financial year saw the second consecutive year of decelerating growth and the uncertainty in the business environment affected all major industry segments serviced by your Company.

The passenger vehicle segment was affected by these macroeconomic factors and registered only a marginal growth last year. The passenger car sub-segment was affected by the escalation of labour issues in the first half of last year and the price gap between diesel and petrol, and saw negative growth in the last year. This was offset by a strong performance by the diesel dominated utility vehicle market. The utility vehicle segment sales were also boosted by popular new models. The small truck segment continued to grow albeit at a slower pace with customers segmenting the market with new products in both goods and passenger applications.

The medium and heavy commercial vehicle segment was badly affected by the slowdown in the Indian economy. The slowing down of infrastructure projects, the stoppage of mining activities in some states and the general slowing down of demand in the economy resulted in under utilization of trucks. The last three quarters of the year under review saw a steep decline in truck production in the country as the medium and heavy commercial vehicle segment had a negative growth of 29% over the year. There was also a marginal negative growth in the light commercial vehicle sector.

After a number of years of robust growth, the agricultural tractor market in India saw a negative growth of 8% last year, due to deficit rainfall in some states, high interest rates and at the same time huge grain stocks with the Government. The tractor in rural India is used not only for agriculture but also for haulage where demand was affected by the slowdown.

The slowdown in the global economy last year affected the demand for construction and mining equipment significantly especially towards the second half of the year. In this, the mining sector globally was especially hard hit as commodity prices remained at low levels through the year. The coal industry which is one of the major users of mining equipment, was severely hit by the movement from coal to shale gas as an energy source in the US.

The power equipment sector which is serviced by your Company was very badly hit last year as project clearances slowed down significantly. The sector was also affected by coal linkages and environmental clearance issues. The gap between demand and supply widened resulting in a significant increase in power tariff across the country.

The slowing down in growth in all major industry segments affected the growth of your Company last year, and saw the sales decline by 7.5%. The decline in sales was more towards the second half of the year as sales to commercial vehicle and construction and mining equipment customers fell steeply during this period. The slowing down of the economy in a competitive environment, with high inflation especially in manpower and energy costs adversely affected the performance of your Company. Nevertheless, in the passenger vehicle segment, your Company was able to increase its share of business and grow in a sluggish market. Similarly, your Company was able to increase its fabrication business supplying energy equipment manufacturers in spite of the adverse business environment in that sector. In all other segments, your Company top-line was in line with the respective industry segments. Your Company launched an after- market brand WILGO in the last year and hopes to build this business in the years to come. In the year under review, your Company received a number of awards from its valued customers both domestic and international, recognising our performance as their suppliers.

In spite of the difficult business environment, your Company has continued its internal drive towards operational efficiencies and cost management. The review mechanism of internal projects and processes has been made more robust. Your Company has also re-organized itself internally into business units to bring better focus to the specific requirements of business segments. It is only with this relentless focus on our internal processes that we have been able to tackle the significant obstacles in the last financial year.

The year ahead is likely to see the Indian economy growing at around the same level as last year. The passenger vehicle and commercial vehicle segments are expected to grow only marginally in the current year. The expectations of a good monsoon, are likely to result in some growth in the agricultural tractor segment. However, the construction and mining industry worldwide continues to be depressed. Your Company is likely to benefit from the JNNURM scheme as the government plans to purchase city buses with air suspension systems under the scheme in the coming year. Similarly, we do expect some movement in the power equipment segment, especially in the second half of the year.

Directors

Under Article 94(3) of the Company, Mr S Prasad and Mr J M A Akers retire by rotation and being eligible offer themselves for re-election.

Your Board of Directors at the meeting held on 05.02.2013, re-appointed Mr Srivats Ram as Managing Director for a period of 5 years with effect from 01.05.2013 subject to the approval of members in the ensuing Annual General Meeting.

Corporate Governance

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report is given elsewhere and forms part of this Report.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 and Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, your Directors confirm that:-

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken 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;

4. the annual accounts have been prepared on a going concern basis and

5. proper systems are in place to ensure compliance with all laws applicable to the Company

Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai retire at the conclusion of the Fifty Fourth Annual General Meeting and are eligible for re-appointment. The Directors recommend their re-appointment.

Internal Control and Audit

The Company''s internal control system provides for adequate documentation of policies, guidelines, authorities and approval procedures, which helps in ensuring that the assets of the Company are properly protected.

The effectiveness of the internal control system is constantly monitored by the internal audit department along with the external audit firms appointed to carry out the internal audit of the various units of the Company.

The highlights of the internal control and internal audit reports are placed before each Audit Committee meeting along with the recommendations and responses of the management. Besides, statutory auditors also present their suggestions to the members for improvements in control and compliance.

Cost Audit

Pursuant to the circular dated 24th January, 2012 of the Ministry of Corporate Affairs, your Company has appointed M/s Geeyes & Co, Cost Accountants, Chennai, (Firm Registration No. 00044) as Cost Auditor for the year 2012-13, with the consent of the Central Government, for the audit of cost accounts maintained by the Company.

Safety

Your Company has always attached a high degree of importance to safety, health and environment standards, wherein the objective is to excellence in Safety without any incident

Your Company is working with DuPont, the world leader in industrial safety, to implement several initiatives for achieving excellence in safety. Your Company anticipates such implementation will see an all-round improvement in various essentials of Safety in the Company.

By persistent efforts in Safety management, the Company was able to achieve considerable reduction in incidents.

The Central Safety Committee of the Company, continues to monitor safety, health and environment performance and provides necessary direction for improvement through regular monthly reviews, which includes proper training to the employees, creating awareness on safety to all the employees. The Central Safety Committee is also supported by several sub- committees, which also co-ordinates and monitors Safety management in the Company.

Corporate Social Responsibility

Your Company believes that working with the local communities is an integral part of business. Towards this, your Company has taken sustainable initiatives in the field of health and supplementary education in the year under review to underprivileged children in rural areas around the Company''s plants.

Particulars of Employees

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Open Offer by Titan

Consequent to the acquisition of shares by Titan International Inc., in Titan Europe Plc., an Open Offer was made by Titan Europe Plc. (Acquirer) along with Titan International Inc., the Person Acting in Concert (PAC) with the Acquirer to acquire equity shares of Rs.10/- each of Wheels India Limited, in order to comply with the SEBI Regulations.

Pursuant to the above Open Offer Titan Europe acquired 5,74,170 equity shares of Rs. 10/- each in the Company.

General

Particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are enclosed in the annexure and forms part of this report.

The Directors wish to thank United Bank of India, State Bank of India, Standard Chartered Bank, HDFC Bank Limited, and other Banks for their continued support.

Your Company continues to have the full co-operation of all its employees. The Directors would like to place on record the appreciation of the efforts of the employees in controlling costs and improving the profitability of the Company.

On behalf of the Board of Directors Chennai S Ram

May 27, 2013 Chairman


Mar 31, 2012

The Directors present their Fifty Third Annual report and the Audited Accounts of your Company for the year ended March 31, 2012.

Financial Results

Sales for the year under review were Rs. 2,051 crores compared to Rs. 1,676 crores in the last year. The financial results of your Company for the year under review are as below: (Rs. in Lakhs)

2011-2012 2010-2011

Gross profit before finance cost and depreciation 17,493 13,228

Finance Costs 7,030 5,362

Depreciation 5,047 4,608

Profit before tax for the year 5,416 3,258

Profit after tax for the year 3,435 2,464

Transfer to General Reserve 2,300 1,600

Dividend

The Board approved and paid an interim dividend of Rs. 4/- per equity share of Rs. 10/- each, in March 2012.

Your Directors are pleased to recommend a final dividend of Rs. 6/- per equity share of the face value of Rs.10/- each, for the year ended 31st March, 2012. The final dividend, recommended, if approved at the Fifty Third Annual General Meeting, will be paid to all the shareholders whose names appear in the Register of members as on the Book closure date.

The total dividend for the financial year including the proposed final dividend amounts to Rs. 10/- per equity share and will absorb Rs. 11.47 Crores including Dividend Distribution Tax of Rs. 1.60 Crores

Management Discussion and Analysis

The last financial year saw tumultuous events on the world stage from the Arab Spring to the Japanese earthquake-tsunami to the Euro crisis. The Indian economy saw the GDP growth come down to 6.8% as the nation's fiscal and trade deficit widened and inflation remained at high levels. Coming on the back of a year of strong growth, the headwinds of the slowing economy affected all domestic market segments serviced by your Company.

The passenger car market was additionally burdened by two factors. There was a major industrial dispute affecting production at the largest car manufacturer for over a month. The year also saw a widening gap between petrol and diesel prices leading to consumers increasingly preferring diesel vehicles. The supply chain capacities in diesel engines was not able to ramp up adequately to meet this demand. As a result, the passenger car market had only a marginal growth during the year.

The traditional commercial vehicle market saw growth in the heavy and light segments with no growth in the medium commercial vehicles. This resulted in the commercial vehicle segment growing at only single digit rates. Outside of the traditional CV market there continued to be strong growth in the small commercial vehicle market. Even the agricultural tractor market saw moderated growth as the slowdown in the economy started affecting all market segments. The construction and mining equipment wheel segment of your Company is truly international in nature and a resurgence in global demand augurs well for your Company in the coming years.

Your Company faced increased competition in all domestic industry segments, as demand slowed down. While Company grew at around industry rates in all segments, it benefited from its relatively stronger position in the growing small commercial vehicle segment. The air suspension system division of your Company, that had seen a decline in the previous year, saw strong growth off the low base, with demand from both state transport undertakings and private operators. In the energy equipment structural parts division, your Company was able to scale up above break-even levels. It was really the growth in the earth moving and construction equipment wheel global business together with new segments of businesses that were taken up that helped your Company to grow at a faster rate above the domestic vehicle industry levels.

While the year under review saw a slower rate of growth, it had its share of inflationary forces to deal with, with higher material costs at the start of the year and high energy costs at the year-end. Added to this, a double digit depreciation of the Indian Rupee vis-a-vis the US Dollar added to the cost pressures. In this environment, your Company dedicated its efforts for the year on operational cost control across its plants. This has built strength and teamwork within the organization that can be harnessed in the years to come. During the year, your Company signed a technical agreement with Topy Industries, a leading Japanese wheel manufacturer, that will strengthen the passenger car wheel business.

The coming year is likely to see the Indian economy grow at around 7%, and the domestic industry segments are likely to grow at single digit levels. There is particularly some concern on the growth prospects of the tractor and truck markets in the country. Your Company is a supplier in some of the high volume newer models in the passenger car segment and is likely to benefit from this in the coming year. We continue to see reasonable growth in the construction and mining equipment business worldwide, as also the non-wheel business. The major concerns in the year ahead is inflation in the cost of most inputs. Your Company has a reasonably large foreign exchange exposure to the extent of approximately 23% of sales by way of exports and imports. To add to this, in the year under review, there was a steep depreciation of the Indian Rupee vis-a-vis the US Dollar particularly in the second half of the year. This element of foreign exchange risk is likely to continue in the current year.

Directors

Mr Aroon Raman, who was appointed as a Director in the vacancy caused by the resignation of Mr T T Rangaswamy holds upto the conclusion of the 53rd Annual General Meeting and being eligible, offers himself for appointment by the members.

The Company has received notice under Section 257 of the Companies Act, 1956 from a member of the Company proposing Mr Aroon Raman to be appointed a Director.

Under Article 94(3) of the Company, Mr S Viji and Mr T S Vijayaraghavan retire by rotation and being eligible offer themselves for re-election.

Corporate Governance

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report is given elsewhere and forms part of this Report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 and Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, your Directors confirm that:-

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken 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;

4. the annual accounts have been prepared on a going concern basis and

5. proper systems are in place to ensure compliance with all laws applicable to the Company

Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai retire at the conclusion of the Fifty Third Annual General Meeting and are eligible for re-appointment. The Directors recommend their re-appointment.

Internal Control and Audit

The Company has a well established internal control system which helps in ensuring that the assets of the Company are properly protected. The effectiveness of the internal control system is constantly monitored by the internal audit department along with the external audit firms appointed to carry out the internal audit of the various units of the Company. The Audit Committee periodically reviews the reports on the internal audit findings and takes appropriate decisions to implement corrective action wherever required.

Awards

During the year under review, your Company's Padi plant won the All India Organisation of Employers (AIOE) Industrial Relations Award for the year 2010-11.

Your Company received awards from TAFE, Toyota, Caterpillar and Maruti Suzuki for its performance, quality and supply of products.

Safety

Your Company gives high priority to the Safety and the objective is to achieve a zero incident. To ensure Safety and create a safe work environment, Safety Audit is being conducted regularly and reviewed by the Company. Further, safety performance is being reviewed by the top-level management every month. Your Company also gives safety training to create awareness on safety to all the employees periodically.

Corporate Social Responsibility

Your Company believes that Corporate Social Responsibility is an integral part of the business. As a part of its CSR activity:-

- your Company established educational facilities in Thiruvannamalai District to cater to the needs of the children. Your Company along with reputed Non Governmental Organization, has set up SuperKidz Centers in 13 villages in Vembakkam, Thiruvannamalai District, wherein most of the children in Vembakkam, Thiruvannamalai District have benefited.

- Special Health check up camp was conducted in association with ESI Hospital Chennai and Sriperumbudur during the year under review .

Particulars of Employees

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

General

Particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are enclosed in the annexure and form part of this report.

The Directors wish to thank United Bank of India, State Bank of India, Standard Chartered Bank and HDFC Bank Limited for their continued support.

Your Company continues to have the full cooperation of all its employees. The Directors would like to place on record the appreciation of the efforts of the employees in controlling costs and improving the profitability of the Company.

On behalf of the Board of Directors

Chennai S Ram

30th May 2012 Chairman


Mar 31, 2011

The Directors present their Fifty Second Annual Report and the Audited Accounts of your Company for the year ended March 31, 2011.

Financial Results

Sales for the year under review were Rs. 1676 crores compared to Rs. 1241 crores in the last year. The financial results of your Company for the year under review are as below:

(Rs. in Lakhs)

2010-2011 2009-2010

Gross profit before interest and depreciation 12,844 9,116

Interest 4,978 3,777

Depreciation 4,608 3,316

Profit before tax for the year 3,258 2,023

Profit after tax for the year 2,464 1,295

Transfer to General Reserve 1,600 2,100

Dividend

Your Directors are pleased to recommend, out of the profits of the current year, a dividend of Rs. 6.50 per share on the paid-up capital of the Company as at 31st March, 2011. The dividend will be paid to all the shareholders whose names appear in the Register of Members as on the Book closure date. If the dividend recommended is approved at the Fifty Second Annual General Meeting, a sum of Rs. 6,41,51,386/- will become payable. A dividend tax of 16.2225% (including surcharge) will be paid on the dividend declared.

Management Discussion and Analysis

After two years of slowdown, in the last year, global GDP is estimated to have grown at 3.9%, with growth

in all geographies. The Indian economy grew at 8.6% over the year, as against 7.1% in the previous year, with strong recovery in the agricultural sector. Inflation remains a concern with the consumer price index at a double digit level for the second year in a row.

The growth in the economy resulted in a high growth in all segments of the automotive industry. The passenger car and light vehicle segment grew at 25% to come close to 3 million vehicles in the last year. While, the exports of cars marginally slowed down with the removal of the "scrappage" scheme in Europe, the growth was driven by strong demand in the domestic market. There was a strong growth of almost 30% in the commercial vehicle market in the last year, mainly in the goods carriage segments, as the government did not extend the inclusion of city buses under the JNNURM scheme. With a growth of over 5% in the agricultural sector, high food grain prices, the NREG scheme and good rural credit availability, the tractor segment grew at 24% in the year under review.

Your Company grew along with domestic industry in all segments. In the last two months of the year, for the first time in our history, we produced more than a million wheels a month, supported by robust demand in the domestic industry. The earthmoving and mining equipment market that was worst hit by the recession showed an impressive recovery in the last year. With the recovery of global markets, your Companys exports more than doubled from the last year. In Air Suspension business, with the JNNURM bus scheme being discontinued, volumes dropped to less than half of last years volumes. In the coming year, with introduction of new models, your Company is seeing growth in the Air Suspension business. The raw material costs increased significantly last year and

are likely to increase in the coming year as well, in line with global commodity trends. Last year saw a steep increase in energy costs and continues to be an issue in the coming year. The biggest challenge for your Company remains cost control in these two areas.

The Pantnagar plant that was started two years ago has reached peak production levels servicing the customer base at Uttarakhand. The Deoli plant that makes components for the power equipment sector completed its first full year of operations and is expected to break even in the coming year.

In the coming year, the Indian economy is expected to grow at the same level as last year. The automotive and tractor markets are expected to grow at 15%. However, the continuing hikes in interest rates and fuel prices are likely to result in a slightly muted growth in the commercial vehicle segment. The exports of your Company are expected to grow in the coming year, although not at the same levels as last year.

Your Companys main plant at Padi was awarded the TPM Excellence Award by the Japanese Institute of Plant Maintenance in the last year. While your Company faced high inflation in the year under review with material, energy and manpower costs increasing, more efficient management of operations by implementing TPM yielded benefits to the Company.

Your Company continues to receive awards for performance from its customers and has received awards from Caterpillar, Maruti Suzuki and Toyota Kirloskar in this respect. Your Company continues to engage, educate and motivate its employees through quality circles, self directed work teams and suggestions schemes.

Your Company remains committed to ensuring an effective internal control system that provides assurance on the effectiveness of operations, reliability in financial reporting and security of its assets. Towards this, the internal audit department of the Company, along with external audit firms frequently review internal control procedures and make suggestions for improvement. Their reports are placed before the Audit Committee at periodic intervals for review and assessment of the status of compliance with operating systems, internal policies and regulatory requirements.

Your Company would like to place on record its appreciation for the efforts of its employees in controlling the costs of the Company, in the current environment.

Directors

Mr. T T Rangaswamy who was appointed as a Director on the Board of the Company on 28th June, 1990 resigned from the Board on April 15, 2011. Your Directors place on record the significant contribution made by him to the deliberations of the Board and various committees of the Board.

At its meeting held on April 15, 2011, the Board appointed Mr. Aroon Raman as a Director of your Company under Section 262 of the Companies Act, 1956, in the casual vacancy caused by the resignation of Mr. T T Rangaswamy.

Consequent to the above changes, your Company reconstituted Audit Committee, Share Transfer & Investor Relations Committee and Remuneration Committee of the Board.

Under Article 94(3) of the Company, Mr. J M A Akers and Mr. T K Seshadri retire from office by rotation, and being eligible, offer themselves for re-appointment.

Corporate Governance

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report is given elsewhere and forms part of this Report.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 and Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, your Directors confirm that:-

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken 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;

4. the annual accounts have been prepared on a going concern basis and

5. proper systems are in place to ensure compliance with all laws applicable to the Company.

Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai retire at the conclusion of the Fifty Second Annual General Meeting and are eligible for re-appointment. The Directors recommend their re-appointment.

Particulars of Employees

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

General

Particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are enclosed in the annexure and form part of this report.

The Directors wish to thank United Bank of India, State Bank of India, Standard Chartered Bank and HDFC Bank Limited for their continued support.

Your Company continues to enjoy the full cooperation of all its employees. The Directors wish to place on record their appreciation of the good work done by them.

On behalf of the Board of Directors

S Ram Chairman

Chennai 30th May, 2011


Mar 31, 2010

The Directors present their Fifty First Annual Report and the Audited Accounts of your Company for the year ended 31 st March 2010.

Financial Results

Sales for the year under review were Rs. 1,241 crores compared to Rs. 1,128 crores in the last year. The financial results of your Company for the year under review are as below:

2009-2010 2008-2009 (Rs in Lakhs)

Gross profit before interest and depreciation 9,116 10,997

Interest 3,777 4,676

Depreciation 3,316 3,379

Profit before tax for the year 2,023 2,942

Profit after tax for the year 1,295 2,115

Dividend

Your Directors are pleased to recommend, out of the profits of the current year, a dividend of Rs. 4.50 per share on the paid up capital of the Company as at 31 st March, 2010. The dividend will be paid to all the shareholders whose names appear in the Register of Members as on the Book closure date. If the dividend recommended is approved at the Fifty First Annual General Meeting, a sum of Rs. 4,44,12,498/- will become payable. A dividend tax of 16.60875% (including surcharge) will be paid on the dividend declared.

Management Discussion and Analysis

The last year started with a recession in international markets and a slowing down of the domestic market in India. The Government of India came out with a stimulus package which included cuts in excise duty for vehicles and the inclusion of city buses in the JNNURM scheme. The Indian economy recovered quiet strongly especially in the latter part of the year. The GDP growth rate last year was 7.1 % as against 6.7% the previous year. It was also significant that the industrial production index grew by nearly 10% to fuel growth in the country in spite of a marginally negative growth in agriculture. The quick recovery resulted in higher levels of inflation with the consumer price index for the year at 12%.

The passenger car market grew significantly throughout the year recording a 29% growth, initially fuelled by export of cars to Europe feeding into the "scrappage" scheme there, and later fed by the resurgence of the Indian economy. The truck market started the year sluggishly, but recovered very strongly in the second half thanks to the stimulus package to record a 32% growth. The tractor market grew by 30%, in spite of a -1% growth in agriculture production, fuelled by high food grain prices, the NREG scheme and credit availability in the rural sector. The export markets for your Company plummeted with international markets in recession.

Your Company faced a very difficult first half of the year with truck volumes at a low level and export activity at 30% of the same period the previous year. The low level of activity in the first half was barely adequate to cover our fixed costs and the company just about broke even for the half year. The strong recovery of the economy in the second half resulted in increase in steel prices and major power availability issues. The inflationary pressures affected all elements of cost across the board in spite of your Companys best efforts to control cost. The export markets remained at a low level throughout the year. The drop in exports was partly made up by increase in the demand for air suspension for buses. Your company was able to ramp up both manufacturing and its supply chain adequately to meet this demand.

Your Company started operations at its Pantnagar facility which services customers in the region. During the first half, we moved a truck wheel line to Rampur in an effort to reduce costs and get closer to the customer plants. In the wheel business, we will be de-bottlenecking our major lines to meet the increased demand in the coming year.

Your Company was able to commence operations at its Deoli plant in Wardha District, Maharashtra in the month of March, within a year of ground breaking. This plant will be making components for the power equipment sector, which is likely to continue to grow at a substantial rate in the coming years.

In the coming year, the Indian economy is expected to grow at 9%. While the current demand in all vehicle segments remains strong, it is expected that with the high levels of inflation credit availability will be tightened in the latter part of the year. In spite of this, we expect a double digit growth in all sectors. The central government has scaled down the stimulus package in light of the high growth of the economy. While this is likely to affect the bus air suspension business, your Company is looking at widening the product range to other suspension applications. The export markets are showing signs of recovery although it will take some time till we reach our previous export peak levels.

The effects of inflation are the main challenges your Company will face in the coming year, with increase in the cost of steel, power and fuel and manpower. The effective management of operations are critical to containing costs in the coming year. In light of this, your Company is practicing Total Productive Maintenance at its Padi plant and intends to take this practice across its major plants.

The Company remains committed to ensure an effective internal control environment that provides assurance on the efficiency of operations, statutory compliance and security of assets of the Company. The Internal Audit team of the Company along with a team of outside internal audit firms appointed to carry out the internal audit function at various units of the Company reviews the adequacy of internal control systems and suggests necessary checks and balances to increase the effectiveness of the system. The Company has an Enterprise Resource Planning system that helps in monitoring the adequacy and effectiveness of the internal controls across the various units of the Company and the status of compliance with internal policies and regulatory requirements.

Your company would like to place on record its appreciation for the efforts of its employees in controlling the costs of the company, in the current environment.

Directors

Under Article 94(3) of the Company, Mr. T S Vijayaraghavan and Mr. S Prasad retire from office by rotation, and being eligible, offer themselves for re-appointment.

Corporate Governance

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report is given elsewhere and forms part of this Report.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 and Corporate Governance Voluntary Guidelines, 2009 your Directors confirm that

i. In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. Such accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at 31 st March, 2010 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken 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;

iv. The annual accounts have been prepared on a going concern basis and

v. Proper systems are in place to ensure compliance with all laws applicable to the Company

Auditors

M/s Sundaram & Srinivasan, Chartered Accountants, Chennai retire at the conclusion of the Fifty First Annual General Meeting and are eligible for re-appointment. The Directors recommend their re-appointment.

Particulars of Employees

In accordance with provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the shareholders of the Company excluding the annexure prescribed under Section 217(2A) of the Companies Act, 1956. The said annexure, setting out the names and other particulars of employees, is available for inspection by the Members at the Registered Office of the Company during office hours till date of the Annual General Meeting viz. 13.08.2010.

General

Particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are enclosed in the annexure and form part of this report.

The Directors wish to thank United Bank of India, State Bank of India, Standard Chartered Bank and HDFC Bank Limited for their continued support.

Your Company continues to enjoy the full cooperation of all its employees. The Directors wish to place on record their appreciation of the good work done by them.

On behalf of the Board of Directors Chennai S. Ram

29th May, 2010 Chairman

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X