On behalf of the Board of Directors of your Company, we share with you the Annual Report along with the audited financial statements of your Company for the financial year ended March 31, 2017.
The financial performance of the Company for the financial year ended March 31, 2017 is summarized below:
March 31, 2017
March 31, 2016
March 31, 2017
March 31, 2016
Operating Profit (EBIDTA)
Less: Depreciation/Amortization Exp.
Provision for Tax
Net Profit before Exceptional Items
Add: Exceptional Items
Less: Share of loss in Joint Ventures
The Indian tyre industry showed a volume growth of 12%, led primarily by the Passenger Vehicles, Scooters and Motorcycle/Moped segments. While the tyre production for Medium and Heavy Commercial Vehicles (M&HCV) de-grew by 3%, the tyre production for Light Commercial Vehicle (LCV) segment grew by 7%. Pick-up in rural demand, thanks to an above-normal monsoon is evident with the demand for all tractor tyres (front, rear and trailer) growing in double digits.
On a standalone basis, your Company achieved a net turnover of Rs, 88,167 million as against Rs, 86,485 million during the previous financial year. EBIDTA was at Rs, 14,626 million as compared to Rs, 17,698 million during the previous financial year. The net profit for the year under review was Rs, 8,027 million, as against Rs, 10,021 million in the previous fiscal.
The consolidated net turnover of your Company was Rs, 130,630 million during FY17, as compared to Rs, 117,399 million in FY16. The consolidated EBIDTA was Rs, 20,005 million for FY17 as compared to Rs, 20,655 million for the previous financial year. On consolidated basis, Apollo Tyres earned a net profit of Rs, 10,990 million for FY17 as against Rs, 11,230 million for the previous financial year.
The year under review witnessed the raw material cost increasing by around 3% after 4 years of continued decline in raw material prices.
The first half of FY17 saw raw material prices ruling lower than the corresponding period in the last fiscal. The raw material prices rose sharply in the second half of FY17 over the same period last year putting pressure on the margins.
The OPEC oil pact in November 2016 acted as the trigger for reversal of the softening trend in commodity prices. OPEC members agreed to reduce their output from 33.7 million barrels/ day to 32.5 million barrels/ day. This led to Oil Prices (Brent Crude) breaching the barrier of USD 50/ barrel and prices have stayed in the band of USD 54 - 56/ barrel since then.
Natural Rubber prices started to rise during 2016 on the back of International Tripartite Rubber Council (ITRC) agreeing to continue export cutbacks through the implementation of the Agreed Export Tonnage Scheme (AETS) by major exporting countries. The prices rose sharply from November 2016 onwards due to floods in rubber producing regions of Thailand affecting the availability leading to supply crunch. The international rubber prices for TSR 20 grade
touched a level of USD 2.3/kg in February 2017 from a level of USD 1.3/kg in August 2016 representing a 77% rise.
The demand-supply gap in Natural Rubber continued during the year. As per the Indian Rubber Board estimates, the shortfall in production in the country is likely to be around 3,74,000 MT. This shortfall together with the fact that rubber required for radial application needs to be imported from major producing countries such as Thailand and Indonesia leads to a significant dependence on imports of natural rubber.
The other major raw materials such as Synthetic Rubber, Carbon Black, Nylon Fabric also went up in the later part of the year. Synthetic rubber prices in particular spurted by around 40% aided by steep increase in the butadiene prices during the second half of the year.
The antidumping duty continues on imports of major raw materials - Carbon Black from China and Russia, Nylon Fabric from China, Rubber Chemicals from China, EU and Korea. The antidumping duty investigations have been initiated on the imports of Styrene Butadiene Rubber (SBR) and Poly Butadiene Rubber (PBR).
The Company strengthened its sourcing organisation by setting up procurement office in Singapore to work closely with the suppliers in the South East Asian region, having direct business with the manufacturers.
Your Company has a consistent track record of dividend payment. The Directors are pleased to recommend a dividend of Rs, 3/- (300%) per share of Rs, 1/- each on Equity Share Capital of the Company for FY17 for your approval. There will be no tax deduction at source on dividend payments, but those shareholders receiving a dividend income exceeding Rs, 10 lakh, would become liable to pay additional tax @ 10%. Your Company would continue to bear tax on dividend @ 20.36%, inclusive of surcharge.
The dividend, if approved, shall be payable to the members holding shares as on record date, i.e. June 28, 2017.
The amount available for appropriations, including surplus from previous year amounted to Rs, 33,826 million. Surplus of Rs, 32,731 million has been carried forward to the balance sheet. A debenture redemption reserve of Rs, 94 million and general reserve of Rs, 1,000 million has been provided.
BOARD OF DIRECTORS
A) Appointment/Re-appointment of Director
Mr. Paul Antony (DIN: 02239492), IAS, Additional Chief Secretary, was nominated by Government of Kerala as a Director on the Board of the Company in place of Mr. P. H. Kurian (DIN: 00027596) w.e.f. November 18, 2016.
Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013, Mr. Paul Antony, (DIN: 02239492), Nominee Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment.
Mr. Paul Antony is not disqualified under Section 164(2) of the Companies Act, 2013.
B) Changes in Directors and Key Managerial Personnel
During the year under review, except the nomination of Mr. Paul Antony, IAS, Additional Chief Secretary in place of Mr. P. H. Kurian to the Board of the Company by Government of Kerala w.e.f. November 18, 2016, there were no changes in Directors and Key Managerial Personnel of the Company.
C) Declaration by Independent Directors
In terms with Section 149 (7) of the Companies Act, 2013, every Independent Director of the Company has submitted a declaration that they meet the criteria of Independence.
D) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board is required to carry out annual evaluation of its own performance and that of its committees and individual Directors. The Nomination and Remuneration Committee of the Board is also required to carry out evaluation of every Director’s performance. Accordingly, your Company has carried out the performance evaluation during the year under review.
For annual performance evaluation of the Board as a whole, it’s Committee(s) and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. The questionnaire is based on “Guidance Note on Board Evaluation” as prescribed by SEBI vide its circular dated January 5, 2017. Every Director has to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question on the scale of 1 to 5, 1 being Unacceptable and 5 being Exceptionally Good.
On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors. The Board was satisfied with the evaluation results.
E) Separate Meeting of Independent Directors
In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on December 16, 2016.
The Independent Directors at the meeting, inter alia, reviewed the following:-
- Performance of Non-Independent Directors and Board as a whole.
- Performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors.
- Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
F) Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The extract of the Nomination and Remuneration Policy provided in the Corporate Governance Report forms part of Board’s Report.
PRODUCT & MARKETING
In FY17, the APMEA operations continued its focus on key themes for the Indian market - consolidating its leadership position and expanding market share by introducing new products across segments. For other countries in the APMEA region, the objectives were to continue seeding the markets with country specific products, building brand salience and expanding the distribution network.
During the year, the Company expanded its TBR capacity of its Chennai unit from 6,000 units per day to 9,000 units per day. Benchmarked on both counts - quality and value, the Company TBR tyres are the preferred choice for major CV OEMs like Tata Motors, Ashok Leyland, Eicher Motors, Bharat Benz, etc.
It introduced new TBR products to cater to various applications including Apollo Endumile LHD, Apollo Enducomfort CA, etc. In the TBB market, the Company introduced premium products like Amar Gold and XT-7. To further enhance the customer experience, the Company expanded its network of Apollo CV zones to 15 and increased the Apollo Retread Zone network in India. The Company did multiple high impact programs like ‘Apollo Aazadi Ke Rang’ and ‘Load ka Champion’ to engage with the customers. In the Passenger Car segment, the Company increased the reach for its top selling product - Amazer 4G Life, by another 13 new sizes. Further, the Company’s branded retail network increased to 290 stores spread across 150 cities. From an OE perspective, the Company’s tyres are an OE fitment to 16 of the Top 20 cars on Indian roads. Within the first year of launch, Apollo crossed the 1 million tyre mark in the two-wheelers category. The
Company continued its association with Manchester United as it signed a global sponsorship agreement for another 3 years.
The Europe operations continued to build on its Agriculture portfolio as it unveiled nine new sizes of the Traxion85 range. The Company’s dedicated satellite R&D centre in Raunheim (Frankfurt), Germany continues to work towards establishing ties with leading German OE customers for both Apollo and Vredestein brands. Further, the Vredestein brand became official tyre partner of Mille Miglia, a race for classic and vintage cars.
EXPANSION PROGRAMME AND FUTURE OUTLOOK
Apollo Tyres will continue its three-pronged strategy:
- To consolidate market position in existing markets and seek new markets/ new segments;
- To continue investment in both the brands -Apollo and Vredestein and capacity expansion via Greenfield/ Brownfield facilities; and
- To seek other growth opportunities.
The Company has announced plans to set up a plant in Andhra Pradesh, India.
With the commencement of the commercial production of the Hungarian plant, the Company hopes to increase the continuous and regular supply of its highly rated tyres to the European customers. The Company will further strengthen its portfolio, especially the all-season given the strong industry and Company growth in this segment. The Company strategy around Premiumisation in PV segment will further see growth in the 17 inch and above segment. Importantly, the Company wants to replicate its TBR success story in European market and launched a disruptive online model to enter the European CV segment.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.
SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS
No significant material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of your Company during the year under review.
INTERNAL FINANCIAL CONTROLS
The Company has identified and documented all key internal financial controls as part of standard operating procedures (SOPs). The SOPs are designed for all critical processes across all plants, warehouses and offices wherein financial transactions are undertaken. The SOPs cover the standard processes, risks, key controls and each process is identified to a process owner. In addition, the Company has a well defined Financial Delegation of Authority (FDOA), which ensures approval of financial transaction by appropriate personnel.
The Company uses SAP-ERP to process financial transactions and maintain its books of accounts. The SAP has been setup to ensure adequacy of financial transactions and integrity & reliability of financial reporting. SAP was implemented in the Europe (Netherlands operation) in the previous year with continued work on the same in the current year and it is under implementation at the Company’s Greenfield plant in Hungary.
The financial controls are evaluated for operating effectiveness through Management’s ongoing monitoring and review process and independently by Internal Audit. The testing of controls by Internal Audit are divided into three separate categories; a) automated controls within SAP, b) segregation of duties within SAP and restricted access to key transactions, c) manual process controls.
In our view the Internal Financial Controls are adequate and are operating effectively.
SHIFTING OF REGISTERED OFFICE
The Registered Office of your Company has been shifted to 3rd Floor, Areekal Mansion, Near Manorama Junction, Panampilly Nagar, Kochi - 682036 w.e.f. May 1, 2016.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.
COMMENCEMENT OF PRODUCTION AT HUNGARY PLANT
The Company’s 6th tyre manufacturing unit and second in Europe at Gyongyoshalasz, Hungary was inaugurated by the Honorable Prime Minister of Hungary, Mr. Viktor Orban on April 7, 2017. This is Company’s first Greenfield facility outside India.
This facility will help the Company to further increase its presence and market share in Europe. From being only a replacement market focused company in Europe, the Company would soon be starting supplies of passenger car tyres to all the leading OEs in Europe.
GLOBAL R&D CENTRE, ASIA
The Company’s 2nd Global R&D Centre, Asia, just outside the southern Indian city of Chennai, was inaugurated on November 9, 2016. First Global R&D Centre, Europe is in Enschede, the Netherlands, which is operational since 2013. The two Global R&D Centres of Apollo Tyres, in addition to the core research, service the product development needs of the respective regions. The Global R&D Centre, Europe services the Europe and America region while the Global R&D Centre, Asia, services the product development needs for the entire India, Asia Pacific, Middle East & Africa region.
SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES
As the Company follows its vision to become a global tyre brand of choice, it created multiple subsidiaries/ associates for facilitating these operations in various countries. As on March 31, 2017, your Company had 42 subsidiaries including step subsidiaries, 1 associate and 1 joint venture.
The Hon’ble High Court of Kerala on August 26, 2016, had sanctioned the scheme of amalgamation of Apollo (Mauritius) Holdings Pvt. Ltd. (“AMHPL”), a wholly owned subsidiary, with the Company. The appointed date of amalgamation was April 1, 2016.
The Corporate and Business Registration Department, Mauritius, vide its letter dated December 7, 2016, had approved the amalgamation of AMHPL with the Company thereby removing the name of AMHPL from its register. AMHPL was amalgamated with the Company with effect from December 7, 2016.
Apollo Tyres Cooperative U.A. had incorporated Saturn F1 Pvt. Ltd, as its wholly owned subsidiary on September 16, 2016 in United Kingdom.
Apollo Tyres Cooperative U.A. had incorporated Retail Distribution Holding B.V., as its wholly owned subsidiary on February 14, 2017 in Netherlands.
Apollo Tyres Cooperative U.A had incorporated Rubber Research LLC, as its wholly owned subsidiary on February 16, 2017 in United States of America.
Apollo Tyres (Cyprus) Pvt. Ltd., wholly owned subsidiary of the Company is under winding up.
Vredestein Norge AS, wholly owned subsidiary of Apollo Vredestein B.V. was wound up on March 21, 2017.
As per the provisions of Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report. A statement containing brief financial details of all the subsidiaries of the Company for the year ended March 31, 2017, forms part of the Annual Report. The annual accounts of subsidiary companies will be made available to shareholders on request and will also be kept for
inspection by any shareholder at the Registered Office and Corporate Office of your Company. A statement in Form AOC-1 containing the salient features of the financial statements of the Company’s subsidiaries, associate and joint venture is also attached with financial statements.
The following series of Secured Redeemable Non-Convertible Debentures (NCDs) were issued and allotted during the year under review through Private Placement:-
Series of NCDs
No. of NCDs @ Face Value Rs, 10,00,000 each
Value (Rs, in Millions)
Date of Allotment
8.65% Series A, B S C
May 30, 2016
7.50% Series A, B & C
October 21, 2016
The aforesaid NCDs are listed on the debt segment of the National Stock Exchange of India Limited (NSE).During the year under review, your Company did not accept deposits covered under Chapter V of the Companies Act, 2013.
Pursuant to Section 139 (2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its 41st Annual General Meeting (AGM) held on August 6, 2014, had appointed M/s. Deloitte Haskins & Sells as Statutory Auditors for a period of 3 years i.e, up to the conclusion of the 44th AGM to be held in the year 2017. The present term of M/s. Deloitte Haskins & Sells, Statutory Auditors, would expire at the conclusion of the ensuing AGM.
The Board of Directors of your Company has proposed the appointment of M/s. Walker Chandiok & Associates, Chartered Accountants (Grant Thornton International Ltd.), as the Statutory Auditors of the Company to hold office from the conclusion of this 44th AGM until the conclusion of the 49th AGM.
The Company has received a letter from the Auditors confirming that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of Companies Act, 2013 and meet the criteria for appointment specified in Section 141 of the Companies Act, 2013.
The comments on statement of accounts referred to in the report of the Auditors are self explanatory. The Auditors’ Report does not contain any qualification, reservation or adverse remark.
M/s. N. P. Gopalakrishnan & Co., Cost Accountants, were appointed with the approval of the Board to carry out the Cost Audit in respect of the Company’s facilities at Perambra, Vadodara and Chennai as well as Company’s lease operated plant at Kalamassery for FY17.
Based on the recommendation of the Audit Committee, M/s. N. P. Gopalakrishnan & Co., Cost Accountants, being eligible, have also been appointed by the Board as the Cost Auditors for FY18 subject to members approval. The
Company has received a letter from them to the effect that their re-appointment would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013.
MEETING OF THE BOARD OF DIRECTORS
A calendar of meetings is prepared and circulated in advance to the Directors. During the year, four Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of all Board/ Committee meetings held are given in the Corporate Governance Report.
The details of the Audit Committee including its composition and terms of reference mentioned in the Corporate Governance Report forms part of Board’s Report.
The Board, during the year under review, had accepted all recommendations made to it by the Audit Committee.
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has formulated a vigil mechanism through Whistle Blower Policy to deal with instances of unethical behavior, actual or suspected, fraud or violation of Company’s code of conduct or ethics policy. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the Company.
COMMITTEES OF BOARD
Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Business Responsibility Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report.
During the year under review, the Issued, Subscribed and Paid-up Share Capital of the Company was 50,90,24,770 shares of '''' 1/- each. There was no change in the capital structure of the Company.
a) Issue of equity shares with differential rights
Your Company has not issued any equity shares with differential rights during the year under review.
b) Issue of sweat equity shares
Your Company has not issued any sweat equity shares during the year under review.
c) Issue of employee stock options
Your Company has not issued any employee stock options during the year under review.
d) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
Your Company has not made any provision of money for purchase of its own Shares by employees or by trustees for the benefit of employees during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review, your Company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investment made during the year, are given under notes to the financial statements.
RELATED PARTY TRANSACTIONS
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
Suitable disclosure as required by the applicable Accounting Standards has been made in the notes to the financial statements. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.
a) The details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Corporate Governance Report.
b) During the year under review, Mr. Neeraj Kanwar (DIN: 00058951), Vice Chairman & Managing Director also received remuneration from Apollo Tyres (UK) Pvt. Ltd., wholly owned subsidiary of the Company.
PARTICULARS OF EMPLOYEES
Particulars of employees as required in terms of the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure A to the Board’s Report.
SEXUAL HARASSMENT AT WORKPLACE
Your Company has in place a formal policy for prevention of sexual harassment of its employees at workplace.
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has re-appointed M/s. PI & Associates, Company Secretaries as Secretarial Auditor of the Company for FY17 to undertake Secretarial Audit of the Company.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Audit Report given by Secretarial Auditors is annexed with the report as Annexure I.
AWARDS AND RECOGNITIONS
In its constant quest for growth and excellence, your Company was honored and recognized at various forums. The prominent Awards are listed below for your reference.
Name of the Award
Best Corporate Citizen Award
Kerala Chapter of National Institute of Personnel Management (NIPM)
CSR Excellence Award 2016
Promoting Ecological and Environmental Sustainability
Bureaucracy Today (BT)
The Association of QC Headquarters of Thailand in co-operation with Department of Industrial Promotion, Ministry of Industry
Corporate Talent Championship 2016
CSR Excellence Award 2016
Quality Circle Forum of India
Sparsha Award 2016
National Institute of Industrial Engineering (NITIE) and Lakshya SM
Golden Peacock Award for Excellence in Corporate Governance 2016 - Special Commendation
India''''s Corporate Institute of Directors (IOD)
NDTV Architecture and Design Award 2016 Office Category
NDTV Architecture and Design Award for Apollo Tyres R&D Centre
2015/16 Vision Awards
Annual Report - Best Letter to Shareholders;
Annual Report - Top 50 Reports Worldwide
League of American Communications Professionals (LACP)
The Company has a well laid out Risk Management Policy, covering the process of identifying, assessing, mitigating, reporting and reviewing critical risks impacting the achievement of Company’s objectives.
The Risk Management Steering Committees have been formed for APMEA and Europe regions which are headed by President (APMEA) and President (Europe) as Chairman of the respective Committees and represented by the functional heads as Chief Risk Officers. The Committees review each risk on a quarterly basis and evaluate its impact and plans of mitigation. The risks are documented in form of risk register, which are placed before Audit Committee, at its meeting(s). The Audit Committee of the Company reviews the risks of APMEA and Europe regions and provides its directions to the management, if any. The audit committee updates the Board on the key risks placed before it.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for society at large, well before it has been prescribed through the Companies Act, 2013. The Company has a well defined Policy on CSR as per the requirement of Section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Companies Act, 2013. The Company has an in-house department which is exclusively working towards that Objective. The Company is carrying out its CSR Activities through registered trusts created by the Company for this purpose and which is monitored by CSR Committee.
During the year under review, your Company has carried out activities primarily related to promoting preventive healthcare, ensuring environmental sustainability, livelihood enhancement projects, rural development projects, promoting education and eradication of hunger, poverty & malnutrition.
Corporate Social Responsibility Report, pursuant to clause
(o) of sub-section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 forms part of this Report as Annexure II.
BUSINESS RESPONSIBILITY REPORT
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the top 500 Listed Companies by Market capitalization to give Business Responsibility Report (“BR Report”) in their Annual Report effective from April 1, 2016.
Your Company falls under the top 500 Listed Companies by market capitalization. Accordingly, a BR Report describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Report as Annexure III.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in Annexure IV, forming part of this report.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form MGT- 9 is enclosed herewith as Annexure V, forming part of this report.
CORPORATE GOVERNANCE REPORT
Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization’s corporate governance philosophy is directly linked to high performance.
The Company is committed to adopting and adhering to established world-class corporate governance practices. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders.
The compliance report on corporate governance and a certificate from M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached herewith as Annexure VI to this report.
DIRECTORS’ RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Companies Act,
2013, your Directors state that:
(a) in the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Company’s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company’s resources for sustainable and profitable growth.
Your Directors wish to place on record their appreciation to the respective State Governments of Kerala, Gujarat, Haryana and Tamil Nadu, and the National Governments of India, Netherlands and Hungary. We also thank our customers, business partners, members, bankers and other stakeholders for their continued support during the year. We place on record our appreciation for the contribution made by all employees towards the growth of your Company.
For and on behalf of the Board of Directors
Place: Gurgaon (ONKAR S. KANWAR)
Date: May 5, 2017 Chairman & Managing Director