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Ashok Leyland Ltd.

BSE: 500477 Sector: Auto
NSE: ASHOKLEY ISIN Code: INE208A01029
BSE LIVE 15:54 | 20 Sep 119.30 1.15
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NSE 15:58 | 20 Sep 119.35 1.20
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120.20

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OPEN 118.50
PREVIOUS CLOSE 118.15
VOLUME 514700
52-Week high 120.10
52-Week low 73.60
P/E 24.91
Mkt Cap.(Rs cr) 34,913
Buy Price 0.00
Buy Qty 0.00
Sell Price 119.30
Sell Qty 7338.00
OPEN 118.50
CLOSE 118.15
VOLUME 514700
52-Week high 120.10
52-Week low 73.60
P/E 24.91
Mkt Cap.(Rs cr) 34,913
Buy Price 0.00
Buy Qty 0.00
Sell Price 119.30
Sell Qty 7338.00

Ashok Leyland Ltd. (ASHOKLEY) - Director Report

Company director report

To the Members

PERFORMANCE/OPERATIONS

Your Directors have pleasure in presenting the annual report of Ashok Leyland Limited(AL/the Company) together with the audited financial statements for the financial yearended March 31 2017.

FINANCIAL RESULTS

Rs. in Lakhs

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

Revenue from Operations 2133166.91 1999297.42 2406834.78 2231957.88
Other Income 13627.01 11762.02 13069.22 16362.07
Total Income 2146793.92 2011059.44 2419904.00 2248319.95
Profit before tax 133008.62 82653.67 183326.25 120874.44
Less: Tax Expense 10700.90 43693.82 19611.91 49657.14
Profit after tax 122307.72 38959.85 163714.34 71217.30
Profit/(Loss) from discontinued - - (423.31) -
Profit for the period 122307.72 38959.85 163291.03 71217.30
Balance profit from last year 256853.43 222576.92
Transfers:
- From Debenture Redemption Reserve to Statement of Profit and Loss 5250.00 11625.00 - -
Profit available for appropriation
Appropriation:
Dividend paid during the year (27035.83) (12806.44) - -
Corporate Dividend tax thereon (5503.86) (2607.09) - -
Pursuant to amalgamation (92323.21) - -
Other comprehensive Income arising from re-measurement of defined benefit obligation (net of tax) (120.78) (894.81) - -
Balance profit carried to Balance Sheet 259427.47 256853.43 - -
Earnings Per Share (Face value Rs.1/-)
- Basic and Diluted (in Rs.) 4.24 1.37 5.51 2.40

The Company has adopted "Ind AS" with effect from April 1 2016. Financialstatements for the year ended and as at March 31 2016 have been re-stated to conform toInd AS Note 3.1 to the consolidated financial statement provides further explanation onthe transition to Ind AS.

COMPANY'S PERFORMANCE

The Commercial Vehicles segment registered a growth of 4.16 percent in the financialyear 2016-17 as compared to the same period last year. Medium & Heavy CommercialVehicles (M&HCVs) grew by 0.04 percent and Light Commercial Vehicles grew by 7.41percent during the financial year 2016-17 over the same period last year. In effect thecombined effect of economy industry segmental behavior regulations and taxes pulleddown medium and heavy commercial vehicle to end the current financial year at the samelevel as that of previous year.

Your Company witnessed an overall 3.3 percent growth in sales (including LCV) duringthe financial year 2016-17 with total sales of 145066 units as against 140457 unitsduring the previous financial year. Sales of M&HCV increased to 113296 units with agrowth of 3.21 percent as compared to 109762 units during the previous financial year.The market share in M&HCV grew from 31.3 percent to 32.5 percent. Continuedslowdown in Middle East owing to depressed oil market uncertain economic situation inRussian/Ukrainian markets and stagnant market in Srilanka had a restraining effect onCompany's Export volumes.

Sales of Light Commercial Vehicle (LCV) have grown 3.5 percent to 31770 units in2016-17 as against 30695 units during the previous financial year.

The Power Solution Business witnessed a growth of 15 percent over the previous yeardespite a steep reduction in Harvester requirements and demand remaining moderate forPowergen/Industrial segments. Revenue from Spare Parts saw a tremendous growth ofapproximately 28 percent as compared to the previous financial year due to variousinitiatives undertaken to grow our retail sales. Highlights of performance are discussedin detail in the Management Discussion and Analysis Report attached asAnnexure E tothis Report.

AMALGAMATION

During the year under review the Board of Directors of the Company at their meetingheld on September 14 2016 approved the draft scheme of amalgamation of Hinduja FoundriesLimited (HFL) with the Company and their respective shareholders and creditors underSections 391 to 394 of the Companies Act 1956 subject to regulatory approvals. TheAppointed Date for the scheme of amalgamation was October 1 2016. The intendedamalgamation has been approved by the shareholders at the Court Convened Meeting held onJanuary 23 2017 and through Postal Ballot on January 25 2017. The Hon'ble NationalCompany Law Tribunal Chennai Bench (NCLT) which heard the Company's petition on April 182017 sanctioned the scheme of of HFL with the Company and their respective shareholdersand creditors. The NCLT Order was filed with the Registrar of Companies Chennai and thescheme became effective on April 28 2017.

The Board of Directors of the Company has formed a Committee of Directors comprising ofMr. Dheeraj G Hinduja Chairman Mr. Vinod K Dasari Chief Executive Officer and ManagingMr. D J Balaji Rao and Mr. Sanjay K Asher Directors as members of the Committee andauthorised the Committee to do all such acts deeds matters and things as may benecessary for the purpose of giving effect to the Order of NCLT on the scheme ofamalgamation of HFL with the Company including but not limited to issue and allotment ofthe equity shares of the Company to the eligible shareholders of the Transferor Company ason the Record date. Further to the receipt of noted letter from the designated stockexchange 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 tothe above the issued subscribed and paid-up equity share capital will stand increasedfrom 2845876634 equity shares of Rs.1/- each to 2926534926 equity shares of Rs.1/-each.

DIVIDEND

The Board of Directors of the Company had approved the Dividend Distribution Policy onJanuary 25 2017 in line with 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Policy is appended to this report and is alsouploaded 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 ofRs.1.56/- per equity share of Rs.1/- each for the financial year ended March 31 2017.Payment of dividend is subject to the approval of shareholders at the forthcoming AnnualGeneral Meeting and would involve a cash outflow Rs.5494799232.15/- including dividenddistribution tax.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany 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 theamount available for appropriation and an amount of Rs.1223.07 Crores is proposed to beretained in the profit and loss account.

GLOBAL DEPOSITORY RECEIPTS

During the year Global Depository Receipts (GDRs) of the Company listed in the LondonStock Exchange (LSE) was de-listed. In compliance with the Listing Rules of FinancialControl Authority (FCA) United Kingdom the Company had cancelled the listing of theGDRs. The LSE and FCA have confirmed the delisting of GDRs and the same was notified intheir websites on October 25 2016. The Indian stock exchanges where the underlyingshares are listed have been simultaneously notified about delisting of GDRs.

FINANCE

During the year your Company fully redeemed Non Convertible Debentures (NCDs) SeriesAL 21 of Rs.150 Crores and AL 16 of Rs.60 Crores on due dates. No fresh NCDs were issuedduring the year.

Your Company pre-paid Secured Rupee Term Loan of Rs.375 Crores. In addition yourCompany repaid Secured Rupee Term Loan of Rs.12.50 Crores on due dates. During the yearyour Company raised fresh Secured Rupee Term Loan of Rs.175 Crores from HDFC Bank. Duringthe year under review your Company repaid ECB loan instalments that fell due equivalentto USD 64.33 mn on the due dates. No fresh ECB loans were availed during the year. As atMarch 31 2017 Long term borrowings stood at Rs.1965 Crores as against Rs.2425 Croreson March 31 2016.

HUMAN RESOURCES

Several key initiatives on the Human Resources (HR) front were initiated during thefinancial year through a three pronged approach - Culture Capability and Capacity. Thefocus was on Recruiting for Excellence - a strategy for Talent Acquisition from campusesof key institutes aimed at better industry institute collaboration and building sustainedrelationships with them. Focus on right staffing and skilling in identified internationalmarkets was given greater emphasis in line with the goal of spreading the organisation'sglobal footprint Your Company has put in significant focus on Leadership Development byintroducing and sustaining Leadership programs to build a healthy talent pipeline who areAgile Enabled and Empowered with global outlook.

Young Talent Program was initiated to groom functionalexcellence in our youngworkforce. Emerging Leader Program a signature program was sustained to identify andenhance future leadership _ capability. Business Leader Program is now sharpened to coachand nurture leaders. Your Company started a Women Leadership Program wherein your Companyhired women from exceptional educational and professional background to be groomed forbusiness facing leadership roles. Your Company focused greatly towards building greatmanagers to lead great teams. People Management Capability Program (Workshop followed by90 days coaching intervention) for all People Managers was aimed to enable our managers tobetter impact their teams.

Employee skill and capability building across the organisation through increased focuson new skills emerging out of new regulatory frameworks emerging technologies andcustomer need is clearly the Company's agenda and efforts are on in this direction.Employee Engagement gained sharper focus with initiatives such as Quarterly LeadershipMeet YOU MADE MY DAY (an initiative to enhance the spirit of Appreciation and Comerdere);JAM -a social network site for all AL Executives for more Collaboration and Connectivity.An Organisational Health Index Survey "Expressions-16" was conducted wherein 92%of Executives participated followed by Result dissemination and Action Planning workshopacross the Organisation.

To foster Diversity and Inclusion Shristi - a women networking Forum was formed with 3prolonged approach of Career development Engagement and Caring for women at AL. Womenfriendly policies were introduced like increased maternity leave Adoption LeavePaternity Leave and Medical Insurance for In-laws. Your Company undertookimplementation of HRM application suite - SAP Success Factor for enabling efficient costeffective HR systems with the objective of improving the quality of analytics available tohelp in enhancing the quality of decision making with regards to people and processesthroughout the employee life cycle.

CORPORATE GOVERNANCE

Your Company is in compliance with the Corporate Governance guidelines as laid out inthe Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI Listing Regulations). All the Directors and the Senior Managementpersonnel have affirmed in writing their compliance with and adherence to the Code ofConduct adopted by the Company.

The annual report of the Company contains a certificate by the Chief Executive Officerand Managing Director in terms of SEBI Listing Regulations on the compliance declarationsreceived from the Directors and the Senior Management personnel. The Statutory Auditors ofthe Company have examined the requirements of Corporate Governance with reference to SEBIListing Regulations and have certified the compliance as required under SEBI ListingRegulations. The Certificate in this regard is attached as Annexure D to thisReport.

The Chief Executive Officer and Managing Director/Chief Financial Officer (CEO/CFO)certification as required under SEBI Listing Regulations is attached as Annexure Fto 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 isattached as Annexure K to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in enclosing the Consolidated Financial Statements inaddition to the standalone financial statements pursuant to Section 129(3) of theCompanies Act 2013 (Act) and SEBI Listing Regulations and prepared in accordance with theAccounting Standards prescribed by the Institute of Chartered Accountants of India inthis regard.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

The Company has 24 Subsidiaries 7 Associate Companies and 2 Joint venture companies ason March 31 2017. During the year the Company Ashok Leyland Nissan Vehicles Limited(subsidiary) and Nissan Ashok Leyland Powertrain Limited Nissan Ashok LeylandTechnologies Limited (joint ventures) entered into restructuring and settlementagreements with Nissan Motor Co. Ltd Japan (NML). As a part of the restructuring andsettlement agreements the Company acquired the entire shareholdings from NML in thesubsidiary and joint venture companies resulting in all the three companies becomingwholly owned subsidiaries of your Company.

During the year Hinduja Leyland Finance Limited (HLFL) became a . material subsidiarysince the net worth of HLFL in the immediately preceding accounting year exceeded twentypercent of the consolidated net worth of the Company and its subsidiaries.

In compliance with the requirements of SEBI Listing Regulations Dr. Andreas HBiagosch Independent Director of the Company has been appointed as an IndependentDirector in the Board of HLFL. Consequent to the amalgamation of Hinduja Foundries Limitedwith the Company Ashok Leyland Wind Energy Limited became an associate company ofthe Company.

Automotive Infotronics Limited joint venture and Ashley Airways Limited an associateof the Company are under liquidation. The petition for voluntary winding up ofAutomotive Infotronics Limited was filed with the High Court of Judicature of Madrasduring March 2017 and the winding up process is expected to be completed during thefinancial year 2017-18. During the year under review Ashok Leyland (UK) Limited hasinitiated the process of voluntary winding up.

A report on the performance and financial position of each of the subsidiariesassociates and joint venture companies is provided in the notes to the consolidatedfinancial statements. Pursuant to the provisions of Section 129(3) of the Act read withRule 5 of the Companies (Accounts) Rules 2014 a statement containing salient features ofthe financial statements of the Company's subsidiaries Associates and Joint Ventures inForm AOC-1 is attached to the financial statements of the Company Pursuant to theprovisions of Section 136 of the Act the financial statements of the Companyconsolidated financial statements along with relevant documents and separate auditedfinancial statements in respect of the subsidiaries are available on the website of theCompany.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. R Seshasayee Non-Executive Vice Chairman steppeddown from the Board with effect from July 28 2016. The Board wishes to place onrecord its appreciation for the valuable contributions made by him to the Board and theCompany during his long tenure.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Dheeraj G Hinduja Chairman retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment.

Mr. Jose Maria Alapont was appointed as an Additional Director (Independent) on theBoard with effect from January 25 2017. We seek your confirmation for appointmentof Mr. Jose Maria Alapont as an Independent Director for a term upto five consecutiveyears 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 GHinduja Chairman and appointment of Mr. Jose Maria Alapont Independent Director havebeen incorporated in the Notice of the Annual General Meeting of the Company along withbrief details about them. The Independent Directors of the Company have submitted adeclaration under Section 149(7) of the Companies Act 2013 that each of them meets thecriteria of independence as provided in Section 149(6) of the Act and there has been nochange in the circumstances which may affect their status as Independent Director duringthe year.

The terms and conditions of appointment of the Independent Directors are placed on thewebsite of the Company http://www. ashokleyland.com/companies-act-2013-compliance TheCompany has also disclosed the Director's familiarisation programme on its website.

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Mr. Vinod K Dasari Chief Executive Officer and Managing Director Mr.Gopal Mahadevan Chief Financial Officer and Mr. N. Ramanathan Company Secretary. Therehas been no change in the Key Managerial Personnel during the year.

AUDITORS

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 tenyears and in compliance with the provisions of the Act the Audit Committee and the Boardof Directors of the Company at their meetings held on January 24 2017 and January 252017 respectively recommended the appointment of Messers Price Waterhouse & CoChartered Accountants LLP (FRN 304026E/ E300009) as the Statutory Auditors (newauditors) of the Company in place of the existing Joint Statutory Auditors to hold officefrom the conclusion of the forthcoming Annual General Meeting (AGM) until the conclusionof the seventy third AGM of the Company subject to ratification by the members at everyAGM. The necessary resolution is being placed before the shareholders for approval.

The new Auditors have confirmed their eligibility to the effect their appointment ifmade would be within the prescribed limits under the Act and that they are notdisqualified for appointment. The Auditor's report to the shareholders on the standaloneand consolidated financials for the year ended March 31 2017 does not contain anyqualification observation or adverse comment.

COST AUDITORS

Pursuant to the provisions of Section 148(3) of the Act the Board of Directorshad appointed Messers Geeyes & Co. (Firm Registration No.: 00044) as Cost Auditorsof the Company for conducting the audit of cost records for the financial year endedMarch 31 2017. The audit is in progress and report will be filed with the Ministry ofCorporate Affairs within the prescribed period. A proposal for ratification ofremuneration of the Cost Auditors for the financial year 2016-17 is placed before theshareholders for

SECRETARIAL AUDITOR

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 engagedthe services of Ms. B Chandra (CP No. 7859) Company Secretary in Practice Chennai toconduct 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 isattached asAnnexure H to this Report. The Secretarial Audit report does not containany 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 inForm MGT-9 as on March 31 2017 is attached as Annexure G to this Report.

OTHER LAWS

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules made thereunder your Company hasconstituted an Internal Complaints Committee (ICC). During the year the Company receivedone complaint which was investigated and closed pursuant to the provisions of theaforesaid Act.

BOARD MEETINGS HELD DURING THE YEAR

During the year six meetings of the Board of Directors were held. The details of themeetings are furnished in the Corporate Governance Report which is attached as AnnexureC to this Report.

ADOPTION OF NEW ARTICLES OF ASSOCIATION

The Articles of Association of the Company as currently in force was originally adoptedwhen the Company was incorporated under the Companies Act 1913 and further amendmentswere adopted pursuant to the provisions under the Companies Act 1956 from time to timeover the past several years. The references to specific sections of the Companies Act1956 in the existing Articles of Association may no longer be in conformity with theCompanies Act 2013. In view of the above it is proposed to amend the existing Articlesof Association to align it with the provisions of Companies Act 2013 including the Rulesframed thereunder and adoption of specific sections from Table "F" to Schedule Ito the Companies Act 2013 which sets out the model articles of association for a companylimited by shares. Pursuant that to the provisions of Section 14 of the Companies Act2013 read with the Rules framed thereunder amendment of Articles of Association requiresapproval of shareholders by way of special resolution and the resolution is placed beforethe 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 thebest of their knowledge and ability confirm that:

a) in the preparation of the annual financial statements for the year ended March 312017 the applicable Accounting Standards had been followed along with proper explanationrelating to material

b) for the financial year ended March 31 2017 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theProfit of the Company for the financial year ended March 31 2017;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 suchinternal financial controls are adequate and were operating

f) that proper systems have been devised to ensure compliance with the provisions ofall applicable laws were in place and that such systems were adequate and operatingeffectively.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract motivate and retain qualifiedand expert individuals that the Company needs in order to achieve its strategic andoperational objectives whilst acknowledging the societal context around remuneration andrecognising the interests of Company's stakeholders.

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act have been disclosed in the Corporate Governancereport which forms part of the Board's Report.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act and the Rules framed thereunder is attached as Annexure B tothe Board's Report.

ASHOK LEYLAND EMPLOYEE STOCK OPTION PLAN 2016

At the Annual General Meeting of the Company held on July 21 2016 theshareholders approved formulation and implementation of Ashok Leyland Employees StockOption Plan 2016 (AL ESOP 2016) and the total number of options approved was 4268815(Forty Two Lakhs Sixty Eight Thousands Eight Hundred and Fifteen). Thereafter the Companyobtained the approval of the shareholders through postal ballot for increasing the numberof options from 4268815 (Forty Two Lakhs Sixty Eight Thousand Eight Hundred and Fifteen)employee stock options to 14229383 (One Crore Forty Two Lakhs Twenty Nine ThousandThree Hundred and Eighty Three) employee stock options for the benefit of present andfuture employees of the Company. During the year under review the Nomination andRemuneration Committee at its meeting held on September 29 2016 granted 2845875 optionsunder AL ESOP 2016 to Mr. Vinod K Dasari Chief Executive Officer and Managing Director ofthe Company which can be vested as per vesting schedule. Further the Nomination andRemuneration Committee at its meeting held on January 24 2017 had granted 7454000options (one-time) to Mr. Vinod K Dasari Chief Executive Officer and Managing Director ofthe Company which can be vested as per vesting schedule. During the year 2016-17 therehas been no exercise of stock options.

Disclosures with respect to Employees Stock Option Scheme of the Company is attached asAnnexure J.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The particulars of loans guarantees and investments under Section 186 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014 for the financial year2016-17 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 PartyTransactions Policy and the same has been hosted on the Company's websitehttp://www.ashokleyland.com/ sites/default/files/Ashok_Leyland_Limited-Policy_on_Related_Party_Transactions.pdf. The Policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and RelatedParties. There were no materially significant transactions with Related Parties during thefinancial year 2016-17 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in Note 3.8 of the Notes to thefinancial statements.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure I of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. The policy is available on thewebsite 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 theBoard of Directors has carried out annual performance evaluation of its own performancethe Directors Individually as well as the evaluation of the working of its Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance 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 theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBIListing Regulations the Board of Directors had approved the Policy on VigilMechanism/Whistle Blower and the same was hosted on the website of the Company. ThisPolicy 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 theChairman 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 asAnnexure C to this Report.

DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Chapter Vof the Act read with the Companies (Acceptance of Deposits) Rules 2014 for the year endedMarch 31 2017.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

There are no significant and material orders passed by the Regulators or Courts orTribunals 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 ensureadherence to Company's policies assets are safeguarded and that transactions areaccurate complete and properly authorized prior to recording. Information provided tomanagement is reliable and timely and statutory obligations are adhered to. Details areprovided in Management Discussion and Analysis Report in Annexure E to this report.

RISK MANAGEMENT

Your Company has established a robust Enterprise Risk Management (ERM) frameworkembodying the principles of COSO ERM framework & ISO 31000:2009 standards tofacilitate informed decision making.

ERM process is overseen by the Risk Management Committee of the Board which isresponsible to ensure that the Company has an appropriate and effective framework formanaging and reporting enterprise risks.

The Steering Committee chaired by the CEO & MD consists of business verticalheads and is responsible for the risk management process including risk identificationimpact assessment effective implementation of risk mitigation plans and risk reporting.The details of Risk Management practices of the Company are provided as part of ManagementDiscussion and Analysis Report in Annexure E to this Report.

RESEARCH AND DEVELOPMENT CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

Your Company continues to focus on Research and Development activities with specificreference to emission conformance fuel efficiency vehicular performance and enhancementof safety aesthetics and ride comfort. Further development of the engine range and cabinis also a key result area. Expenditure incurred by way of capital and revenue on theseactivities is shown separately. Information as required under Section 134(3)(m) of the Actread with Rule 8 (3) of the Companies (Accounts) Rules 2014 relating to Conservation ofEnergy Technology Absorption Foreign Exchange Earnings and Outgo are furnished in AnnexureA to this Report.

ACKNOWLEDGEMENT

The Directors wish to express their appreciation for the continued co-operation of theGovernment of India governments of various states in India bankers financialinstitutions customers dealers and suppliers and also the valuable assistance and advicereceived from the joint venture partners Hinduja Automotive Limited United KingdomHolding Company the Hinduja Group and all the shareholders. The Directors also wish tothank all the employees for their contribution support and continued commitmentthroughout the year.

On behalf of the Board of Directors
Chennai Dheeraj G Hinduja
May 25 2017 Chairman