To the Members,
The Directors have pleasure in presenting the annual report of Ashok Leyland Limited (AL/the Company), together with the audited financial statements, for the financial year ended March 31, 2017.
Rs, in Lakhs
Revenue from Operations
Profit before tax
Less: Tax Expense
Profit after tax
Profit/(Loss) from discontinued operations
Profit for the period
Balance profit from last year
- From Debenture Redemption Reserve to Statement of Profit and Loss
Profit available for appropriation
Dividend paid during the year
Corporate Dividend tax thereon
Pursuant to amalgamation
Other comprehensive Income arising from re-measurement of defined benefit obligation (net of tax)
Balance profit carried to Balance Sheet
Earnings Per Share (Face value ?1/-)
- Basic and Diluted (in Rs,)
The Company has adopted "Ind AS" with effect from April 1, 2016. Financial statements for the year ended and as at March 31, 2016 have been re-stated to conform to Ind AS Note 3.1 to the consolidated financial statement provides further explanation on the transition to Ind AS.
The Commercial Vehicles segment registered a growth of 4.16 percent in the financial year 2016-17 as compared to the same period last year. Medium & Heavy Commercial Vehicles (M&HCVs) grew by 0.04 percent and Light Commercial Vehicles grew by 7.41 percent during the financial year 2016-17 over the same period last year. In effect, the combined effect of economy, industry, segmental behavior, regulations and taxes pulled down medium and heavy commercial vehicle to end the current financial year at the same level as that of previous year.
Your Company witnessed an overall 3.3 percent growth in sales (including LCV) during the financial year 2016-17, with total sales of 1,45,066 units as against 1,40,457 units during the previous financial year. Sales of M&HCV increased to 1,13,296 units with a growth of 3.21 percent as compared to 109,762 units during the previous financial year. The market share in M&HCV grew from 31.3 percent to 32.5 percent. Continued slowdown in Middle East owing to depressed oil market, uncertain economic situation in Russian/Ukrainian markets and stagnant market in Srilanka had a restraining effect on Company''''s Export volumes.
Sales of Light Commercial Vehicle (LCV) have grown 3.5 percent to 31,770 units in 2016-17 as against 30,695 units during the previous financial year.
The Power Solution Business witnessed a growth of 15 percent over the previous year, despite a steep reduction in Harvester requirements and demand remaining moderate for Powergen/Industrial segments. Revenue from Spare Parts saw a tremendous growth of approximately 28 percent as compared to the previous financial year, due to various initiatives undertaken to grow our retail sales.
Highlights of performance are discussed in detail in the Management Discussion and Analysis Report attached as Annexure E to this Report.
During the year under review, the Board of Directors of the Company at their meeting held on September 14, 2016, approved the draft scheme of amalgamation of Hinduja Foundries Limited (HFL) with the Company and their respective shareholders and creditors, under Sections 391 to 394 of the Companies Act, 1956 subject to regulatory approvals. The Appointed Date for the scheme of amalgamation was October 1, 2016. The intended amalgamation has been approved by the shareholders at the Court Convened Meeting held on January 23, 2017 and through Postal Ballot on January 25, 2017. The Hon''''ble National Company Law Tribunal, Chennai Bench (NCLT) which heard the Company''''s petition on April 18, 2017 sanctioned the scheme of amalgamation of HFL with the Company and their respective shareholders and creditors. The NCLT Order was filed with the Registrar of Companies, Chennai and the scheme became effective on April 28, 2017.
The Board of Directors of the Company has formed a Committee of Directors comprising of Mr. Dheeraj G Hinduja, Chairman,
Mr. Vinod K Dasari, Chief Executive Officer and Managing Director, Mr. D J Balaji Rao and Mr. Sanjay K Asher, Directors as members of the Committee and authorised the Committee to do all such acts, deeds, matters and things as may be necessary for the purpose of giving effect to the Order of NCLT on the scheme of amalgamation of HFL with the Company including but not limited to issue and allotment of the equity shares of the Company to the eligible shareholders of the Transferor Company as on the Record date.
Further to the receipt of noted letter from the designated stock exchange, the Board of Directors of the Company has fixed Wednesday, June 7, 2017 as the ''''Record Date'''' for determining the shareholders of Hinduja Foundries Limited (Transferor Company), entitled to receive the equity shares of Ashok Leyland Limited (Transferee Company), under the Scheme of amalgamation sanctioned by NCLT. Consequent to the above, the issued, subscribed and paid-up equity share capital will stand increased from 2,845,876,634 equity shares of ''''1/- each to 2,926,534,926 equity shares of ''''1/- each.
The Board of Directors of the Company had approved the Dividend Distribution Policy on January 25, 2017 in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is appended to this report and is also uploaded on the Company''''s website at http://www.ashokleyland. com/sites/default/files/Listing Regulation/Dividend Distribution Policy.pdf.
In line with the policy, your Directors are pleased to recommend a dividend of ''''1.56/- per equity share of ''''1/- each for the financial year ended March 31, 2017. Payment of dividend is subject to the approval of shareholders at the forthcoming Annual General Meeting and would involve a cash outflow of ''''5,494,799,232.15/including dividend distribution tax.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.
TRANSFER TO RESERVES
Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation and an amount of Rs,1223.07 Crores is proposed to be retained in the profit and loss account.
GLOBAL DEPOSITORY RECEIPTS
During the year, Global Depository Receipts (GDRs) of the Company listed in the London Stock Exchange (LSE) was de-listed. In compliance with the Listing Rules of Financial Control Authority (FCA), United Kingdom, the Company had cancelled the listing of the GDRs. The LSE and FCA have confirmed the delisting of GDRs and the same was notified in their websites on October 25, 2016. The Indian stock exchanges, where the underlying shares are listed have been simultaneously notified about delisting of GDRs.
During the year, your Company fully redeemed Non Convertible Debentures (NCDs) Series AL 21 of Rs,150 Crores and AL 16 of Rs,60 Crores on due dates. No fresh NCDs were issued during the year.
Your Company pre-paid Secured Rupee Term Loan of Rs,375 Crores. In addition, your Company repaid Secured Rupee Term Loan of Rs,12.50 Crores on due dates. During the year, your Company raised fresh Secured Rupee Term Loan of Rs,175 Crores from HDFC Bank.
During the year under review, your Company repaid ECB loan installments that fell due, equivalent to USD 64.33 mn on the due dates. No fresh ECB loans were availed during the year.
As at March 31, 2017, Long term borrowings stood at Rs,1,965 Crores as against Rs,2,425 Crores on March 31, 2016.
Several key initiatives on the Human Resources (HR) front were initiated during the financial year through a three pronged approach - Culture, Capability, and Capacity. The focus was on Recruiting for Excellence - a strategy for Talent Acquisition from campuses of key institutes aimed at better industry institute collaboration and building sustained relationships with them. Focus on right staffing and skilling in identified international markets was given greater emphasis in line with the goal of spreading the organizationRs,s global footprint. Your Company has put in significant focus on Leadership Development by introducing and sustaining Leadership programs to build a healthy talent pipeline who are Agile, Enabled and Empowered with global outlook.
Young Talent Program was initiated to groom functional excellence in our young workforce. Emerging Leader Program, a signature program was sustained to identify and enhance future leadership capability. Business Leader Program is now sharpened to coach and nurture leaders. Your Company started a Women Leadership Program wherein your Company hired women from exceptional educational and professional background to be groomed for business facing leadership roles. Your Company focused greatly towards building great managers to lead great teams. People Management Capability Program (Workshop followed by 90 days coaching intervention) for all People Managers was aimed to enable our managers to better impact their teams.
Employee skill and capability building across the organization through increased focus on new skills emerging out of new regulatory frameworks, emerging technologies and customer need is clearly the Company''''s agenda and efforts are on in this direction. Employee Engagement gained sharper focus with initiatives such as Quarterly Leadership Meet, YOU MADE MY DAY (an initiative to enhance the spirit of Appreciation and
Comer ere); JAM -a social network site for all AL Executives for more Collaboration and Connectivity. An Organizational Health Index Survey "Expressions-16" was conducted wherein 92% of Executives participated, followed by Result dissemination and Action Planning workshop across the Organization.
To foster Diversity and Inclusion, Shristi - a women networking Forum was formed with 3 prolonged approach of Career development, Engagement and Caring for women at AL. Women friendly policies were introduced like increased maternity leave, Adoption Leave, Paternity Leave and Medical Insurance for In-laws. Your Company undertook implementation of HRM application suite - SAP Success Factor, for enabling efficient and cost effective HR systems with the objective of improving the quality of analytics available to help in enhancing the quality of decision making with regards to people and processes throughout the employee life cycle.
Your Company is in compliance with the Corporate Governance guidelines, as laid out in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (SEBI Listing Regulations). All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company.
The annual report of the Company contains a certificate by the Chief Executive Officer and Managing Director in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel.
The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations. The Certificate in this regard is attached as Annexure D to this Report.
The Chief Executive Officer and Managing Director/Chief Financial Officer (CEO/CFO) certification as required under SEBI Listing Regulations is attached as Annexure F to this Report.
Related Party disclosures/transactions are detailed in Note 3.8 c & d of the Notes to the financial statements.
BUSINESS RESPONSIBILITY REPORT
As per Regulation 34 of SEBI Listing Regulations, a Business Responsibility Report is attached as Annexure K to this Report.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in enclosing the Consolidated Financial Statements in addition to the standalone financial statements pursuant to Section 129(3) of the Companies Act, 2013 (Act) and SEBI Listing Regulations and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company has 24 Subsidiaries, 7 Associate Companies and 2 Joint venture companies as on March 31, 2017. During the year, the Company, Ashok Leyland Nissan Vehicles Limited (subsidiary) and Nissan Ashok Leyland Powertrain Limited, Nissan Ashok Leyland Technologies Limited (joint ventures), entered into restructuring and settlement agreements with Nissan Motor Co. Ltd, Japan (NML). As a part of the restructuring and settlement agreements, the Company acquired the entire shareholdings from NML in the subsidiary and joint venture companies resulting in all the three companies becoming wholly owned subsidiaries of your Company.
During the year, Hinduja Leyland Finance Limited (HLFL) became a material subsidiary since the net worth of HLFL in the immediately preceding accounting year exceeded twenty percent of the consolidated net worth of the Company and its subsidiaries.
In compliance with the requirements of SEBI Listing Regulations, Dr. Andreas H Biagosch, Independent Director of the Company has been appointed as an Independent Director in the Board of HLFL.
Consequent to the amalgamation of Hinduja Foundries Limited with the Company, Ashok Leyland Wind Energy Limited became an associate company of the Company.
Automotive Infotronics Limited, joint venture and Ashley Airways Limited an associate of the Company are under liquidation.
The petition for voluntary winding up of Automotive Infotronics Limited was filed with the High Court of Judicature of Madras during March 2017 and the winding up process is expected to be completed during the financial year 2017-18. During the year under review Ashok Leyland (UK) Limited has initiated the process of voluntary winding up.
A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in the notes to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''''s subsidiaries, Associates and Joint Ventures in Form AOC-1 is attached to the financial statements of the Company.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. R Seshasayee, Non-Executive Vice Chairman stepped down from the Board with effect from July 28, 2016. The Board wishes to place on record its appreciation for the valuable contributions made by him to the Board and the Company during his long tenure.
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dheeraj G Hinduja, Chairman retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.
Mr. Jose Maria Alapont was appointed as an Additional Director (Independent) on the Board with effect from January 25, 2017.
We seek your confirmation for appointment of Mr. Jose Maria Alapont as an Independent Director for a term upto five consecutive years i.e., with effect from January 25, 2017 to January 24, 2022.
The resolutions seeking approval of the members for the re-appointment of Mr. Dheeraj G Hinduja, Chairman and appointment of Mr. Jose Maria Alapont, Independent Director have been incorporated in the Notice of the Annual General Meeting of the Company along with brief details about them.
The Independent Directors of the Company have submitted a declaration under Section 149(7) of the Companies Act, 2013 that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.
The terms and conditions of appointment of the Independent Directors are placed on the website of the Company http://www. ashokleyland.com/companies-act-2013-compliance
The Company has also disclosed the Director''''s familiarization programme on its website.
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Vinod K Dasari, Chief Executive Officer and Managing Director, Mr. Gopal Mahadevan, Chief Financial Officer and Mr. N. Ramanathan, Company Secretary. There has been no change in the Key Managerial Personnel during the year.
Messers M S Krishnaswami & Rajan, Chartered Accountants (Registration No. 01554S) and Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W-100018), existing Joint Statutory Auditors have been in office for more than ten years and in compliance with the provisions of the Act, the Audit Committee and the Board of Directors of the Company at their meetings held on January 24, 2017 and January 25, 2017 respectively, recommended the appointment of Messers Price Waterhouse & Co Chartered Accountants, LLP (FRN 304026E/ E300009), as the Statutory Auditors (new auditors) of the Company in place of the existing Joint Statutory Auditors to hold office from the conclusion of the forthcoming Annual General Meeting (AGM) until the conclusion of the seventy third AGM of the Company, subject to ratification by the members at every AGM. The necessary resolution is being placed before the shareholders for approval.
The new Auditors have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.
The Auditor''''s report to the shareholders on the standalone and consolidated financials for the year ended March 31, 2017 does not contain any qualification, observation or adverse comment.
Pursuant to the provisions of Section 148(3) of the Act, the Board of Directors had appointed Messers Geeyes & Co.,
(Firm Registration No.: 00044), as Cost Auditors of the Company, for conducting the audit of cost records for the financial year ended March 31, 2017. The audit is in progress and report will be filed with the Ministry of Corporate Affairs within the prescribed period. A proposal for ratification of remuneration of the Cost Auditors for the financial year 2016-17 is placed before the shareholders for ratification/approval.
Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Ms. B Chandra (CP No. 7859), Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2017. The Secretarial Audit report for the financial year March 31, 2017 in Form No. MR-3 is attached as Annexure H to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act, an extract of Annual Return in Form MGT-9 as on March 31, 2017 is attached as Annexure G to this Report.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, your Company has constituted an Internal Complaints Committee (ICC). During the year, the Company received one complaint which was investigated and closed pursuant to the provisions of the aforesaid Act.
BOARD MEETINGS HELD DURING THE YEAR
During the year, six meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure C to this Report.
ADOPTION OF NEW ARTICLES OF ASSOCIATION
The Articles of Association of the Company as currently in force was originally adopted when the Company was incorporated under the Companies Act, 1913 and further amendments were adopted pursuant to the provisions under the Companies Act, 1956, from time to time, over the past several years.
The references to specific sections of the Companies Act, 1956 in the existing Articles of Association may no longer be in conformity with the Companies Act, 2013. In view of the above, it is proposed to amend the existing Articles of Association to align it with the provisions of Companies Act, 2013 including the Rules framed there under and adoption of specific sections from Table "F" to Schedule I to the Companies Act, 2013 which sets out the model articles of association for a company limited by shares. Pursuant to the provisions of Section 14 of the Companies Act, 2013, read with the Rules framed there under, amendment of Articles of Association requires approval of shareholders by way of special resolution and the resolution is placed before the shareholders at the forthcoming Annual General Meeting.
DIRECTORS'''' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
b) for the financial year ended March 31, 2017, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the financial year ended March 31, 2017;
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) the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were followed by the Company and that such internal 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 were in place and that such systems were adequate and operating effectively.
REMUNERATION POLICY OF THE COMPANY
The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognising the interests of Company''''s stakeholders.
The Company''''s policy on directors'''' appointment and remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Corporate Governance report, which forms part of the Board''''s Report.
PARTICULARS OF EMPLOYEES
Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed there under is attached as Annexure B to the Board''''s Report.
ASHOK LEYLAND EMPLOYEE STOCK OPTION PLAN 2016
At the Annual General Meeting of the Company held on July 21, 2016, the shareholders approved formulation and implementation of Ashok Leyland Employees Stock Option Plan 2016 (AL ESOP 2016) and the total number of options approved was 42,68,815 (Forty Two Lakhs Sixty Eight Thousands Eight Hundred and Fifteen). Thereafter the Company obtained the approval of the shareholders through postal ballot for increasing the number of options from 42,68,815 (Forty Two Lakhs Sixty Eight Thousand Eight Hundred and Fifteen) employee stock options to 1,42,29,383 (One Crore Forty Two Lakhs Twenty Nine Thousand Three Hundred and Eighty Three) employee stock options for the benefit of present and future employees of the Company.
During the year under review, the Nomination and Remuneration Committee at its meeting held on September 29, 2016 granted 2,845,875 options under AL ESOP 2016 to Mr. Vinod K Dasari, Chief Executive Officer and Managing Director of the Company, which can be vested as per vesting schedule. Further, the Nomination and Remuneration Committee at its meeting held on January 24, 2017 had granted 7,454,000 options (one-time) to Mr. Vinod K Dasari, Chief Executive Officer and Managing Director of the Company, which can be vested as per vesting schedule. During the year 2016-17, there has been no exercise of stock options.
Disclosures with respect to Employees Stock Option Scheme of the Company is attached as Annexure J.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2016-17 are given in Note 3.8 f of the Notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy and the same has been hosted on the Company''''s website http://www.ashokleyland.com/ sites/default/files/Ashok Leyland Limited-Policy on Related Party Transactions.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
There were no materially significant transactions with Related Parties during the financial year 2016-17 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 3.8 of the Notes to the financial statements.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors Individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached as Annexure to this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report attached as Annexure C to this Report.
Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2017.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has designed a proper and adequate internal control system to ensure, adherence to Company''''s policies, assets are safeguarded, and that transactions are accurate, complete and properly authorized prior to recording. Information provided to management is reliable and timely, and statutory obligations are adhered to. Details are provided in Management Discussion and Analysis Report in Annexure E to this report.
Your Company has established a robust Enterprise Risk Management (ERM) framework embodying the principles of COSO ERM framework & ISO 31000:2009 standards to facilitate informed decision making.
ERM process is overseen by the Risk Management Committee of the Board, which is responsible to ensure that the Company has an appropriate and effective framework for managing and reporting enterprise risks.
The Steering Committee, chaired by the CEO & MD, consists of business vertical heads and is responsible for the risk management process including risk identification, impact assessment, effective implementation of risk mitigation plans, and risk reporting.
The details of Risk Management practices of the Company are provided as part of Management Discussion and Analysis Report in Annexure E to this Report.
RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company continues to focus on Research and Development activities with specific reference to emission conformance, fuel efficiency, vehicular performance and enhancement of safety, aesthetics and ride comfort. Further development of the engine range and cabin is also a key result area. Expenditure incurred by way of capital and revenue on these activities is shown separately.
Information as required under Section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure A to this Report.
The Directors wish to express their appreciation for the continued co-operation of the Government of India, governments of various states in India, bankers, financial institutions, customers, dealers and suppliers and also the valuable assistance and advice received from the joint venture partners, Hinduja Automotive Limited, United Kingdom, Holding Company, the Hinduja Group and all the shareholders. The Directors also wish to thank all the employees for their contribution, support and continued commitment throughout the year.
On behalf of the Board of Directors
Chennai Dheeraj G Hinduja
May 25, 2017 Chairman