To The Members
It is a great privilege for your Directors to present the 36th Annual Reporton the business and operations together with Audited Balance Sheet and Statement of Profit& Loss of your Company for the year ended March 31 2017.
I. FINANCIAL PERFORMANCE
We are pleased to inform you that during the financial year 2016 -17 on consolidatedbasis your Company crossed the Rs 10000 million sales landmark for the first time ever.The Company achieved Sales Turnover of Rs 10123.16 million for the current year asagainst Rs 9051.46 million in the previous year recording a growth of 11.84% onconsolidated basis. Our net profits after minority interest increased to Rs 341.43 millionfor the current year as against Rs 317.66 million in the previous year recording a growthof 7.48 %.
Key highlights of standalone financial performance of your Company for the year is asfollows:
(Rs in Million)
|PARTICULARS ||2016-17 ||2015-16 |
|Net Sales ||5082.60 ||5619.30 |
|EBITDA ||269.56 ||430.68 |
|Finance Expenses ||35.46 ||43.26 |
|Depreciation ||130.84 ||116.99 |
|Profit Before Exceptional items and Tax ||103.26 ||270.43 |
|Exceptional Item ||(32.24) ||- |
|Profit Before Tax (PBT) ||71.02 ||270.43 |
|Provision forTaxation DeferredTax ||20.04 ||74.93 |
|Profit AfterTax (PAT) ||50.98 ||195.50 |
|Balance of Profit brought forward ||624.75 ||515.54 |
|Balance Available for Appropriation ||675.73 ||711.04 |
|Appropriation: || || |
|Dividend* ||- ||64.07 |
|Corporate Dividend Tax* ||- ||2.66 |
|Transfer to General Reserve ||- ||19.56 |
|Balance carried to Balance Sheet ||675.73 ||624.75 |
|Dividend (%) ||47 ||47 |
|Basic and Diluted Earning Per Share (EPS) Rs ||3.74 ||14.34 |
Your Company has a long track record of distribution of dividend to the shareholders.Maintaining the said commitment this year as well your directors are pleased to recommenda Dividend of Rs 4.70/- (47%) per Equity Share of face value of Rs 10/- each for theFinancial Year 2016-17 subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting. The total amount of dividend proposed to be distributed aggregates to Rs77.11 Million (Including Dividend Tax). The Dividend pay-out ratio comes to151.25%.
SUBSIDIARIES AND JOINT VENTURE COMPANIES
During the financial year ended March 31 2017 your Company had 7 (Seven) subsidiariesand 2 (Two) joint ventures companies. 4 (Four) of these are direct subsidiaries and rest 3(Three) are step-down subsidiaries.
During the year under review Company acquired Lumax Management Services Privatelimited as its 100% wholly owned subsidiary and incorporated Velomax Mobility PrivateLimited as its step-down subsidiary.
*According to the Companies (Accounting Standards) Amendment Rules 2016 it has beenprovided that if a Company declares dividend after the balance sheet date the Companyshall not recognise that dividend as a liability at the balance sheet date hence dividendand tax thereon is not accounted in the FY 2016-17.
A report on the performance and financial position of each of the subsidiaries andjoint venture companies as per the Companies Act 2013 included in the consolidatedfinancial statement is presented in a separate section in this annual report and hence notrepeated here for the sake of brevity. Please refer Form AOC-1 annexed to the financialstatement in the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in accordance withthe Accounting Standards Companies Act 2013 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and all other applicable laws for the time being in forceand the same forms part of this Annual Report.
The Audited Financial Statements including the Consolidated Financial Statements andrelated information and audited accounts of subsidiaries are available on the website ofthe Company i.e. www. lumaxautotech.com. These documents shall also be available forinspection by any shareholder at the registered office of the Company.
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA) vide its notification dated February 16 2015notified the Indian Accounting Standards (Ind AS) applicable to certain classes ofcompanies. Ind AS has replaced existing Indian GAAP prescribed under Section 133 of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. The same isapplicable from April 1 2017 to the Company and all its subsidiaries and JV Companies.Your Company will accordingly adopt Ind AS from financial year 2017-18 onwards.
The Automotive Industry can be termed as the mother of manufacturing sector in aneconomy as its fortunes directly impacts the fortunes of several related manufacturingIndustries (e.g. Iron & Steel Aluminium Lead Rubber Plastics Glass Machinetools Moulds & dies Chemicals and Capital goods) and several in the Services sector(e.g. Logistics Insurance Banking Sales & Distribution Service & repair andfuels).The rapid growth of the Indian Automotive will further provide a strong fillip tothe micro & small and medium Industries of the country across multiple sectors thedevelopment of which is one of the Governments' principle objectives.
The Auto sector which saw a revival last year after two years of turbulence is set tocontinue the momentum this year with demand picking up across all segments. The growth ofthe auto industry is expected to continue in 2017 across all vehicle categories-commercialand passenger vehicles as well as two and three-wheelers. Owing to its strong forward andbackward linkages with several key segments of the economy; this sector has emerged asSunrise Sector in the Indian economy.
In the above background we inform that your Company has been in existence for overthree decades and has successfully emerged as a preferred supplier to leading OEMs. We arealso among the leading automotive companies in Aftermarket Sales of several automotiveparts; genuine quality and certified products has been the focus area of our companywhich has helped us to establish its strong foothold in the aftermarket. Our clearlydefined business structure wherein we have developed a business model which ischannelized through subsidiaries and joint venture has helped us to operate with multipleproduct lines and multiple partnerships with these to ensure superior business performanceand sustainability.
We have collaborations with technologically competent entities from across the globewhich has enabled us to strengthen our product development capabilities and has helped usto expand our operations customer base and gain market leadership. Company's products aremainly covered under automotive components which are further divided in these six productdomains i.e. Electrical & Electronics Metallic Emission Body & Trim Polymer& Paint and Retail. Products and services of the company mainly covers Intake systemsIntegrated plastic moulds 2-wheeler chassis and lighting Gear Shifters and SeatStructures & Mechanisms LED Lighting etc.
We have a diverse basket of product offerings for the OEMs and also for the AftermarketSales Segment. New product development department is being setup to speed up theintroduction of new products to the market. Our new branding strategy to support andcreate a unique identity of products marketed will be a major step for this division. Weare confident that this change will help us to maintain the leadership position in theaftermarket.
Your Company strives to be a supplier of choice across all its customers and is alwayscommitted to develop and design new products in line with its strategy towards deliveringcompetitive advantage to the customers. In the said perspective Total ProductiveMaintenance (TPM) has been successfully launched across all plants of the company tocreate a culture and environment which continuously improves quality cost and deliveryparameters. Further one of the unit of Company situated at Chakan successfully completedAudit of Japan Institute of Plant Maintenance (JIPM) and was honoured with the prestigiousJIPM TPM excellence award. Another unit situated at Bangalore has been endowed withappreciation certification and A1 ranking from Honda Motor Scooter India Private Limited(HMSI) for its quality supply. In addition the Quality Control Circle (QCC) programs arean integral part across plants of the company. By implementing these various initiativesimprovement of Quality is willingly carried out by employees in true spirit resulting inminimizing rejection cost saving.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Management Discussion & Analysis Report is annexed aspart of this report separately as Annexure A.
III. GOVERNANCE AND ETHICS CORPORATE GOVERNANCE
The report on Corporate Governance together with the Auditor's Certificate regardingthe Compliance of conditions of Corporate Governance as stipulated in SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed and forms part ofthis Annual Report as Annexure B.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the Articles of Association of the Company and the Companies Act2013 Mr. Anmol Jain Director is retiring by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
Your Directors recommend the re-appointment of the above Director at the ensuing AnnualGeneral Meeting.
The Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
NUMBER OF BOARD MEETINGS AND COMMITTEES OF BOARD
The Board of Directors met 6 (Six) times in the Financial year 2016-17. The details ofthe board meetings attendance of the Directors and the details regarding Committees ofthe Board of Directors of the Company are provided in the Corporate Governance Report.
VIGIL MECHANISM-WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism named Whistle Blower Policy fordirectors employees and business associates to report to the management concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's code ofconduct or ethics policy in accordance with the provisions of Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The mechanismprovides for adequate safeguards against unfair treatment of whistle blower who wishes toraise a concern and also provides for direct access to the Chairman of the Audit committeein appropriate/ exceptional cases. The Whistle Blower Policy is uploaded on the website ofthe Company. To further strengthen this mechanism the Company has launched an EmployeeApp which is available for both android and iOS users to facilitate easy expression oftheir opinions/suggestions/complaints.
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
In accordance with applicable provisions of the Act and Listing Regulations theevaluation of the Board as a whole committees and all the Directors was conducted as perthe internally designed evaluation process approved by the Board. The evaluation testedkey areas of the Board's work including strategy business performance risk andgovernance processes. The evaluation considers the balance of skills experienceindependence and knowledge of the management and the Board its overall diversity andanalysis of the Board and its Directors' functioning.
The evaluation methodology involves completion of questionnaires consisting of certainparameters such as Evaluation factor Ratings and Comments if any.
The performance of entire Board is evaluated by all the Directors based on Boardcomposition and quality Board meetings and procedures Board development Board strategyand risk management etc.
The performance of the Managing Director and Executive Directors is evaluated by allthe Board
Members based on factors such as leadership strategy formulation strategy executionexternal relations etc.
The performance of Non- Executive Director and Independent Directors is evaluated byother Board Members based on criteria like managing relationship Knowledge and skillpersonal attributes etc.
It also involves self-assessment by all the directors and evaluation of Committees ofBoard based on Knowledge diligence and participation leadership team and managementrelations committee meetings and procedures respectively.
Further the assessment of Chairman's performance is done by each Board Member onsimilar qualitative parameters.
The feedback of the evaluation exercise and inputs of directors were collated andpresented to the Board and an action plan to further improve the effectiveness andefficiency of the Board and Committees is put in place.
The Board as a whole together with each of its Committees was working effectively inperformance of its key functions- Providing strategic guidance to the Company reviewingand guiding business plans ensuring effective monitoring of the management and overseeingrisk management function. The Board is kept well informed at all times through regularcommunication and meets once per quarter and more often as and when need arises.Comprehensive agendas are sent to all the Board Members well in advance to help themprepare and keep the meetings productive. The Company makes consistent efforts tofamiliarize the Board with the overall business performance covering all Businessverticals by way of presenting specific performance of each Plant Product Category andCorporate Function from time to time.
The performance of the Chairman was evaluated satisfactory in the effective andefficient discharge of his role and responsibilities for the day to day management of thebusiness with reference to the strategy and long term objectives.
The Executive Directors and Non-executive Directors provided entrepreneurial leadershipto the Company within a framework of prudent and effective controls with a balanced focuson policy formulation and development of operational procedures. It was acknowledged thatthe management afforded sufficient insight to the Board in keeping it up-to-date with keybusiness developments which was essential for each of the individual Directors to maintainand enhance their effectiveness.
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The Policy is approved by the Nomination & Remuneration Committee and theBoard. The Remuneration Policy is stated in the Corporate Governance Report.
RELATED PARTY TRANSACTION AND POLICY
In accordance with the provisions of the Companies Act 2013 and SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 the Company has formulated apolicy on Related Party Transactions which is available on the Company's website athttp:// www.lumaxautotech.com/downloads/related-party-transaction-policy.pdf. All RelatedParty Transactions which are foreseen and repetitive in nature are placed before theAudit Committee on an yearly basis for obtaining prior omnibus approval of the committee.The transactions entered into pursuant to the omnibus approval are placed before the AuditCommittee for review and approval. All Related Party Transactions are subjected toindependent review by a reputed accounting firm to establish compliance with theprovisions of the Companies Act 2013 and the Listing Regulations 2015.
All related party transactions entered during the financial year were in the ordinarycourse of business and on arm's length basis. The particulars of contracts or arrangementswith material related parties referred to in Section 188 of the Companies Act 2013 in theprescribed Form AOC-2 is annexed herewith as Annexure - C.
COMPLIANCE MANAGEMENT FRAMEWORK
Your Company has a robust and effective framework for monitoring compliances withapplicable laws. The Company has adopted comprehensive Compliance Manual for structuredcontrol over applicable compliances by each of the units of the Company. A separateCorporate compliance management team periodically reviews and monitors compliances byunits and supports in effective implementation of same in a time bound manner. The Boardand Audit Committee alongwith Compliance team periodically monitors status of complianceswith applicable laws based on quarterly certification provided by senior management.
Directors Responsibility Statement
As required under Section 134(5) of the Companies Act 2013 the Directors state: (i)that in the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2017 the applicable Accounting Standards have been followed along with properexplanation relating to material departures in the Auditor Report and Notes to Accounts;(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (iii) that theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;(iv) that the Directors have prepared the Annual Accounts on a "going concern"basis.
(v) that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF EMPLOYEES
Information on particulars of employees as required under Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms an integral part of this report as Annexure D.
The information required pursuant to section 197 of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of your Company is available for inspectionby the members at the registered office of the Company during business hours on workingdays up to the date of ensuing Annual General Meeting. If any member is interested inobtaining a copy thereof such member may write to the Company Secretary whereupon a copywould be sent.
IV. INTERNAL FINANCIAL CONTROLS AND AUDIT INTERNAL FINANCIAL CONTROL
The Company has a comprehensive internal control system to provide reasonable assuranceabout the achievement of its objective reliability of financial reporting timelyfeedback on achievement of operational and strategic goals compliance with policiesprocedures laws and regulations safeguarding of assets and economical and efficient useof resources. Appropriate review and control mechanisms are built in place to ensure thatsuch control systems are adequate and are operating effectively.
The monitoring and reporting of finance systems is supported by a web-based system SAPwhich helps in obtaining accurate and complete accounting records and timely preparationof reliable financial disclosures at all levels of organization.
RISK MANAGEMENT POLICY
The Company has adopted an enterprise risk management policy and established a riskmanagement framework with an objective of timely identification mitigation and control ofthe risks which may threaten the existence of the Company in accordance with theprovisions of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Company has also constituted an internal RiskManagement Committee to review the risk trend exposure potential impact and theirmitigation plans and periodically the key risks are also discussed at the AuditCommittee.
The members in their meeting held on July 23 2014 had appointed M/s S.R. Batliboi& Co. LLP Chartered Accountants as Statutory Auditors of the Company for a period of5 consecutive years in terms of the provisions of Section 139 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 to hold the office of auditorstill the conclusion of the sixth consecutive Annual General Meeting of the Company to beheld in the year 2019 subject to ratification by the Members at every Annual GeneralMeeting. Your Directors recommend for ratification of their appointment in the ensuingAnnual General Meeting.
During the year all the recommendations of the Audit Committee were accepted by theBoard. Hence there is no need for disclosure of the same in this Report.
The Board has re-appointed M/s Jitender Navneet
& Co. as the Cost Auditors of the Company in accordance with Section 148 and otherapplicable provisions if any of the Companies Act 2013 for the audit of the costaccounts of the Company for the Financial Year 2016-17. The Cost Audit Report for theFinancial Year 2015 -16 has been filed with the Central Government within the stipulatedtime on September 30 2016.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. I.U. Thakur Practicing Company Secretary as the Secretarial Auditor ofthe Company to undertake the Secretarial Audit for the financial year 2016-17. The Reportof the Secretarial Audit is annexed herewith as Annexure - E.
V. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND INITIATIVES
Your Company is committed to grow and operate in a socially sustainable manner andcontinue to give back to society. A well-outlined CSR program creates social andenvironmental value thus impacting and improving the lives of communities. The key focusareas of your Company have been Education and Healthcare for disadvantaged sections of thesociety. The company's focus areas are largely covered under Schedule VII of the CompaniesAct 2013. Under its healthcare initiatives the Company is focussing on preventivehealthcare by continuously organising health check-up camps lending financial support tohospitals for juvenile diabetes cataract operations and partnering in special drivesorganised by various agencies for this cause.fi
Your Company endeavored to meet the budgeted expenditure in its CSR activities and hascommitted to incur expenditure for CSR initiatives however discontinuance of support toone school has resulted into a shortfall as such in the CSR expenditure as compared to thestipulated 2% of the average net profits of the last three financial years. The Company iscommitted to spend 2% of the average net profits of the last three financial years on CSRactivities and it shall ensure compliance of the same going forward.
The Company has constituted a CSR Committee of the Board and also developed &implemented a CSR Policy in accordance with the provisions of Companies Act 2013. TheCommittee monitors and oversees various CSR initiatives and activities of the Company. Thedetails of CSR policy is available on the company's website http://www.lumaxautotech.com/downloads/CSR-policy-28-05-2015.pdf. The detailed Report on CSR activities is annexedherewith as
Annexure - F.
VI. OTHER DISCLOSURES
EXTRACT OF ANNUAL RETURN
In accordance with the requirement of Section 92 of Companies Act 2013 read with Rule12 of the Companies (Management and Administration) Rules 2014 the extract of the annualreturn in Form MGT 9 is annexed as Annexure - G.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF) Transfer of unpaid dividend
Pursuant to the provisions of Section 124(5) the Companies Act 2013 read with theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 (the Rules')all unpaid or unclaimed dividends are required to be transferred by the Company to theIEPF established by the Central Government after the completion of seven years.Consequently your company has transferred Rs 42579/- during the year to the InvestorEducation and Protection Fund lying with it for a period of seven years pertaining toyear 2008-09 and the interim dividend aggregating to
Rs 33 531/- pertaining to year 2009 -10 was transferred during the year 2016 -17 tothe Investor Education and Protection Fund established by the Central Government.
Transfer of shares underlying unpaid dividend
Further pursuant to recent enforcement of Section 124(6) the shares in respect ofwhich dividend has not been paid or claimed by the shareholders for seven consecutiveyears or more shall also be transferred to the Demat account of IEPF authority.Accordingly all such shares shall be transferred as per the requirement of IEPF Rules.The details of such shares is are also available on the Company's websitehttp://www.lumaxautotech.com/investors/ iepf-investor-details.html.
In view of above due reminders were sent to Shareholders informing them to encashtheir dividend and the complete List of such Shareholders whose Shares are due fortransfer to the IEPF is also placed in the Unclaimed Dividend section of theInvestor Section on the website of the Company.
During the year under review the Company has not accepted any Deposit under Section 73of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments covered under the provisions ofsection 186 of Companies Act 2013 are given in the Notes to financial statements.
MATERIAL CHANGES AND COMMITMENTS
During the year under review the Company had closed down the manufacturing operationsof its unit Situated at A -8 Waluj MIDC Aurangabad w.e.f. 30.12.2016 due to low customerdemand and financial constraints.
Further the Company had also sold its manufacturing unit situated at Kala amb to LumaxAncillary Limited one of the Group Company by way of Slump sale.
Against investment by your Company in various entities your Company has receivedfinancial of these entities for the year 2016-17 confirming that the dividend income forthe said year amounting to
Rs 87.49 mn is due to your Company. The same will be received by the Company afterapproval of dividend by shareholders of respective entities in their AGM.
No other material changes and commitments affecting the Financial position of theCompany have occurred between April 1 2017 and the date of this report.
INFORMATION ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO
Disclosure of information regarding Conservation of Energy Research & DevelopmentTechnology Absorption and Foreign Exchange Earning and Outgo etc. under Section 134(3)(m)of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 is annexedseparately as Annexure H.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its futureoperations.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013
The Company has zero tolerance towards sexualharassmentattheworkplaceandtowardsthisendhas adopted a policy in line with the provisionsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules thereunder. All employees are covered under the said policy. AnInternal Complaints Committee has also been set up to redress complaints if any receivedon sexual harassment. During the financial year under review the Company has not receivedany complaints of sexual harassment from any employees of the Company.
The Company is a regular payer of taxes and other duties to the Government. During theyear under review company paid all its statutory dues & presently no dues areoutstanding more than six months. Company ensures payment of all dues to exchequer wellwithin timeline as applicable.
It is our belief that we have a leadership team with the right experience and skills totake us into the next decade of growth. We continue to build our skills and addappropriate resources which will help the company deliver solid results in the years tocome. Your Directors place on record their appreciation for the continued co-operation andsupport extended to the Company by its highly valued customers Joint Venture Partnersall the shareholders Financial institutions & Banks various Government Agencies.
Your Directors also wish to place on record their sincere thanks and appreciation forthe continuing support and unstinting efforts of vendors dealers business associates andemployees in ensuring an excellent all around operational performance.
|For and on behalf of the Board of Directors ||D.K. JAIN |
|Place: New Delhi ||Chairman |
|Dated: May 15 2017 ||DIN:00085848 |