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Ashok Leyland Ltd.

BSE: 500477 Sector: Auto
NSE: ASHOKLEY ISIN Code: INE208A01029
BSE 14:06 | 03 Aug 49.35 0.70
(1.44%)
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48.75

HIGH

50.50

LOW

48.65

NSE 13:59 | 03 Aug 49.60 0.95
(1.95%)
OPEN

49.00

HIGH

50.50

LOW

48.65

OPEN 48.75
PREVIOUS CLOSE 48.65
VOLUME 2752736
52-Week high 87.50
52-Week low 33.70
P/E 42.18
Mkt Cap.(Rs cr) 14,487
Buy Price 49.35
Buy Qty 6332.00
Sell Price 49.40
Sell Qty 2012.00
OPEN 48.75
CLOSE 48.65
VOLUME 2752736
52-Week high 87.50
52-Week low 33.70
P/E 42.18
Mkt Cap.(Rs cr) 14,487
Buy Price 49.35
Buy Qty 6332.00
Sell Price 49.40
Sell Qty 2012.00

Ashok Leyland Ltd. (ASHOKLEY) - Director Report

Company director report

To the Members

PERFORMANCE/OPERATIONS

Your Directors have pleasure in presenting the seventieth Annual Report of AshokLeyland Limited ("AL"/"the Company") along with the audited financialstatements for the financial year ended March 31 2019.

FINANCIAL RESULTS

( Rs in Crores)

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 29054.95 26633.00 33196.84 29917.11
Other Income 109.94 196.58 128.06 199.14
Total Income 29164.89 26829.58 33324.90 30116.25
Profit Before tax 2496.80 2385.83 2871.66 2564.93
Less: Tax expenses 513.60 668.10 677.06 751.11
Profit after tax 1983.20 1717.73 2194.60 1813.82
Profit/(Loss) from discontinued operations
Profit for the period 1983.20 1717.73 2194.60 1813.82
Balance profit from last year 3728.11 2594.27 - -
Transfers:
- From Debenture Redemption Reserve to Statement of Profit and Loss 37.50 62.50
Profit available for appropriation 5748.81 4374.50
Appropriation:
Dividend paid during the year 713.23 456.54
Corporate Dividend taxthereon 146.61 92.94
Pursuant to amalgamation - (74.72)
Transition adjustment on account of adoption of IND AS 115 (0.47) -
Other Comprehensive Income arising from re-measurement of defined benefit obligation (net of tax) (42.59) (22.19)
Balance of profit carried to Balance sheet 4845.91 3728.11
Earnings per share (Face value of Rs 1 /-)
- Basic and diluted (Rs) 6.76/6.76 5.87/5.85 7.08/7.08 6.02/6.00

COMPANY'S PERFORMANCE

The Commercial vehicle market in India posted a growth of 18% YoY in total industryvolume (TIV) which was driven by 19% growth in Light Commercial Vehicles (LCV) volume andthe 15% growth in Medium and Heavy Commercial Vehicles (M&HCV) despite challengescaused by revision in axle load norms and the NBFC liquidity crisis. CV exports grew by 3%over last year driven by 27% growth in M&HCV Trucks. Other segments showed declineover last year.

Your Company sold 131936 M&HCVs in the domestic market (16323 M&HCV Buses and115613 M&HCV Trucks) growing by 13.2% overthe previous year. LCV continued toregister record sales of 54508 vehicles with a growth of 26% over the previous year.Your Company sold 12301 vehicles in the export markets of Middle East Africa and SAARCregion. 21859 engines were sold in industrial and marine applications registering agrowth of 16.6% over last year. Revenues of the Spare Parts business clocked 18.6% growthover last year through improved penetration in multiple product groups enhanced networkreach specific initiatives in supply chain packaging and warehouse operations. YourCompany introduced the En-Dhan card as part of Customer Solutions Business offering forour customers which has been well received.

New product models 4123 Guru 10T Boss 1616 sleeper Partner 17ft were launched inresponse to customer demand.

Your Company conducted large scale National and Regional Expos to showcase its wideproduct portfolio and technological edge. Highlights of performance are discussed indetail in the Management Discussion and Analysis Report attached as Annexure E tothis Report.

SHARE CAPITAL

During the year under review the Nomination and Remuneration Committee (NRC) issuedand allotted 8423175 shares upon exercise of stock options granted under Ashok LeylandEmployees Stock Option Plan 2016 by the senior management personnel.

Consequent to the above the issued and paid up share capital of the Company stands atRs 2 935527276/- with the face value of Rs1 /- each as on the date of the report.

DIVIDEND

The Dividend Distribution Policy framed in line with Regulation 43A of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") is appended to this report and is also uploaded on the Company'swebsite at https:// www.ashokleyland.com/documents/1305159/1312436/Dividend DistributionPolicv.pdf/29ad8580-bd49-125b-68f9-5073ceaf06ae

In line with the policy your Directors are pleased to recommend a dividend of Rs3.10/- per equity share of Rs 1/- each for the financial year ended March 31 2019.Payment of dividend is subject to the approval of shareholders at the forthcoming AnnualGeneral Meeting and would involve a cash outflow of Rs 1 097.07 Crores includingdividend distribution 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 Rs1 983.20 Crores is proposed to beretained in the profit and loss account.

FINANCE

Long Term Funding:

(a) Secured Non-Convertible Debentures

During the year your Company fully redeemed NonConvertible Debentures (NCDs) Series AL22 of Rs1 50 Crores on due date. No fresh NCDs were issued during the year. There are nooutstanding debentures as on March 31 2019.

(b) Rupee Term Loans

Your Company repaid secured rupee term loan of Rs 68.75 Crores on due dates. No freshrupee term loans were availed during the year.

(c) External Commercial Borrowings (ECBs)

During the year under review your Company repaid ECB loan instalments that fell dueequivalent to USD 65.62 millions on the due dates. No fresh ECB loans were availed duringthe year.

As at March 31 2019 Long term borrowings stood at Rs 533.09 Crores as against Rs1128.42 Crores on March 31 2018.

HUMAN RESOURCES

Your Company continued to focus on the three levers of people framework - CultureCapability and Capacity with focus towards building a high performing innovative andcaring organisation where it is fun to work for the workforce.

An organisation wide employee engagement survey - "Expressions" was againconducted this yearto assess the effectiveness of engagement actions taken based onfeedback from 2016 survey. The overall engagement score increased by around 15% and yourCompany was in the top quartile amongst the benchmarked organisations in the auto sector.

To imbibe a strong learning culture your Company successfully launched Ashok LeylandUniversity for various functions based on both the leadership and functional competencyframework. Your Company also launched the first ever integrated boot camp for all campushires that included BE B.Tech M.Tech CA and Post Graduate HR professionals.

Your Company has trained most of the hiring managers on a premium program"HIRE" (Harnessing Internal Recruitment Expertise) to bring in consistency inselection process using a scientific methodology. Your Company also introducedgamification process in campus hiring which employed behavioral science and neurocognitive models to map and assess the candidates effectively.

Continuing the trend of investing in building future capabilities your Companysuccessfully launched signature programs on Project management SCRUM Foundry technologyand programs on BS VI as these are the technologies going forward. Your Company launchedthe digital HRM and learning platform of Success Factors which provides the employees withan opportunity to learn anytime - anywhere. Your Company partnered with one of the world'sleading online learning platform Coursera to roll out programs across various discipline.A special 5-minute learning capsule for senior leaders called 5ML was launched to provideconstant stimulation to their intellect and to gain perspective on various businesschallenges.

Your Company got the 'Leapvault CLO award 2018 'for the best blended learning programfrom Tata Institute of SocialSciences (TISS) 'Tamilnadu Best Employer Brand Award 2018'and awards in 4 different categories in 'Mega Corporate Film Festival Seminar and Awards2018' instituted by Learning and OD Roundtable.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of Corporate Governance andadhere to Corporate Governance guidelines as laid out in SEBI Listing Regulations. Allthe Directors and the Senior Management personnel have affirmed in writing theircompliance with and adherence to the Code of Conduct adopted by the Company.

The annual report of the Company contains a certificate by the Chairman in terms ofSEBI Listing Regulations on the compliance declarations received from the Directors andSenior Management personnel.

The Company has obtained a certificate from a practising company secretary confirmingcompliance as per SEBI Listing Regulations. The Certificate in this regard is attached asAnnexure D to this Report.

The Chief Executive Officer/Chief Financial Officer (CEO/CFO) certification as requiredunder the SEBI Listing Regulations is attached as Annexure F to this Report.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations a Business Responsibility Reportis attached as Annexure K to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act 2013 ("Act") and SEBIListing Regulations the consolidated financial statements prepared in accordance with theIndian Accounting Standards prescribed by the Institute of Chartered Accountants of Indiais provided in the Annual Report.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

The Company has 21 Subsidiaries 5 Associates and 2 Joint ventures as on March 312019. Hinduja Leyland Finance Limited is a material subsidiary of the Company.

During the year under review the scheme of amalgamation of Ashok Leyland VehiclesLimited Ashley Powertrain Limited and Ashok Leyland Technologies Limited ("LCVcompanies") with Ashok Leyland Limited under Sections 230 to 232 of the Act was filedwith the Hon'ble National Company Law Tribunal Chennai Bench (Hon'ble NCLT). The Hon'bleNCLT vide Order dated December 17 2018 sanctioned the scheme of amalgamation of LCVcompanies with Ashok Leyland Limited. The certified copy of the Order of the Hon'ble NCLTdated December 20 2018 was filed with the Registrar of Companies by LCV companies andAshok Leyland Limited and the scheme became effective from December 21 2018 with theAppointed Date being from April 1 2018.

During the year under review in pursuance to the approval received from the Ministryof Civil Aviation the Company has acquired the balance shares from individualshareholders of Ashley Aviation Limited making it a wholly-owned subsidiary (100%) of theCompany.

During the year Ashok Leyland John Deere Construction Equipment Company Private Limited(ALJD) reduced its paid-up capital from Rs 5150363000 to Rs 355842460 and returnedthe money to the shareholders. Further ADD has initiated voluntary liquidation processand has appointed a liquidator under Insolvency and Bankruptcy Code 2016.

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 withRule5of 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 the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited financial statements in respect of the subsidiaries are available on the websiteof the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Vinod K Dasari Chief Executive Officer and ManagingDirector and Mr. D J Balaji Rao Independent Director stepped down from the Board witheffect from the close of the business hours on March 31 2019. Mr. Sudhindhar K KhannaIndependent Director stepped down from the Board with effect from the close of thebusiness hours on April 5 2019. The Board wishes to place on record its appreciation forthe valuable contributions made by them to the Board and the Company.

Dr. Andreas H Biagosch Mr. Jean Brunol and Mr. Sanjay K Asher were appointed asIndependent Directors on the Board of the Company with effect from July 26 2014 for aperiod of five years pursuant to the provisions of Section 149 of the Act read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the erstwhileClause 49 of the Listing Agreement entered with the stock exchanges. The NRC and Board ofDirectors on the basis of the report of performance evaluation of Independent Directorshas recommended re-appointment of Dr. Andreas H Biagosch Mr. Jean Brunol and Mr. Sanjay KAsher as Independent Directors for a second term of 5 (five) consecutive years on theBoard of the Company from July 26 2019 and upto July 25 2024.

The Independent Directors of the Company have submitted a declaration under Section149(7) of the Act and SEBI Listing Regulations that each ofthem meets the criteria ofindependence as provided in Section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as Independent Director during the year. Theterms and conditions of appointment of the Independent Directors are placed on the websiteof the Company

https://www.ashoklevland.com/en/ companies-act-2013-compliance

Mr. Dheeraj G Hinduja Chairman retires by rotation at the forthcoming Annual GeneralMeffing (AGM) and being eligible offers himself for re-appointment.

Mr. Gopal Mahadevan was appointed as an Additional Director and designated as aWhole-time Director and Chief Financial Officer for a period offive years from May 242019 to May 23 2024 subject to the approval of the shareholders at this AGM.

The resolutions seeking approval of the members for the re-appointment of Mr. Dheeraj GHinduja Chairman Dr. Andreas H Biagosch Mr. Jean Brunol and Mr. Sanjay K AsherIndependent Directors and appointment of Mr. Gopal Mahadevan as Director and Whole-timeDirector have been incorporated in the notice of the AGM of the Company along with briefdetails about them.

The Company has also disclosed the Director's familiarisation programme on its websitehttps://www.ashoklevland.com/ documents/1305159/1312436/Familiarisation-programme-for-Directors-update-Mar-2019.pdf/b5316f0d-f0f7-1ca1-730c- f55a98a7d98f

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

Pursuant to the provisions of Sections 2(51) and 203 of the Act the Key ManagerialPersonnel of the Company are Mr. Gopal Mahadevan Whole-time Director and Chief FinancialOfficer and Mr. N Ramanathan Company Secretary.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Regulation 4 of the SEBI Listing Regulationsthe Board of Directors has carried out annual performance evaluation of its ownperformance the Directors Individually as well as the evaluation of the working of itsCommittees. The methodology and criteria in which the evaluation has been carried out hasbeen explained in the Corporate Governance Report attached as Annexure C to thisreport.

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 has been disclosed in the Corporate Governancereport which forms part of the Board's Report.

AUDITORS

Price Waterhouse & Co Chartered Accountants LLP (FRN 304026E/ E300009) ChennaiStatutoryAuditors of the Company hold office till the conclusion ofSeventy third AnnualGeneral Meeting of the Company. The requirement to place the matter relating toappointment of auditors for ratification by Members at every AGM has been done away by theCompanies (Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolutionis being proposed for ratification of appointment of statutory auditors at the ensuing AGMand a note in respect of same has been included in the Notice for this AGM.

The Auditor's Report to the shareholders on the standalone and consolidated financialstatement for the year ended March 31 2019 does not contain any qualificationobservation or adverse comment.

COST AUDITORS

Pursuant to the provisions of Section 148(3) of the Act the Board of Directors hadappointed Geeyes & Co. (Firm Registration No.: 000044) as Cost Auditors of theCompany for conducting the audit of cost records for the financial year ended March 312019. The audit is in progress and report will be filed with the Ministry of Corporateaffairs within the prescribed period. A proposal for ratification of remuneration of theCost Auditors for the financial year 2018-19 is placed before the shareholders forratification/ approval.

The cost records as specified by the Central Government under sub-section (1) ofSection 148 of the Act as required by the Company are maintained by the Company.

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 2019.The Secretarial Audit Report for the financial year ended March 31 2019 in Form No.MR-3is attached as Annexure H to this Report. The Secretarial Audit report does notcontain any qualification reservation or adverse remark.

Pursuant to Regulation 24(A) of SEBI listing Regulations the Company has obtainedannual secretarial compliance report from Ms. B Chandra (CP No. 7859) Company Secretaryin Practice Chennai and the same will be submitted to the stock exchanges within theprescribed time limits. The Annual Secretarial Compliance Report does not contain anyremarks or observations. Hinduja Leyland Finance Limited material subsidiary of theCompany has obtained secretarial audit report from a practising company secretary and itdoes not have any remarks.

The Board confirms the compliance of the provisions of the Secretarial Standardsnotified by the Institute of Company Secretaries of India New Delhi.

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 2019 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. During the year under review there were nocases received/filed pursuant to the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

During the year the Company reached out to employees through e-learning modules andawareness sessions for creating greater awareness with respect to the Company's' Policy onSexual Harassment at workplace.

The Company is in compliance with the Foreign Exchange Management Act 1999 and theRegulations made thereunder with respect to downstream investments made in itssubsidiaries.

BOARD MEETINGS HELD DURING THE YEAR

During the year five 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.

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 312019 the applicable Accounting Standards had been followed along with proper explanationrelatingto material departures;

(b) for the financial year ended March 31 2019 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently andjudgments 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 theend of the financial year and of theProfit of the Company for the financial year ended March 31 2019;

(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 effectively;

(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.

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 enclosed as Annexure B to theBoard's Report.

ASHOK LEYLAND EMPLOYEE STOCK OPTION SCHEMES

During the year under review the Nomination and Remuneration Committee (NRC) issuedand allotted 8423175 shares to senior management personnel upon exercise of stockoptions granted under Ashok Leyland Employees Stock Option Plan 2016 (AL ESOP 2016).Further during the year under review the NRC granted 1000000 options convertible intoequal number of equity shares of Rs 1 /- each to a senior management personnel of theCompany under AL ESOP 2016.

During the year under review the shareholders of the Company through Postal Ballotapproved the formulation and implementation of Ashok Leyland Employees Stock Option Plan2018 (AL ESOP 2018) and the total number of options approved was 50000000 (Five Crores).The NRC has granted 13100000 options to eligible senior management personnel under ALESOP 2018.

Disclosure with respect to AL ESOP 2016 and AL ESOP 2018 of the Company is attached as AnnexureJ.

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 year2018-19 are given in Note No.3.8 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 websitehttps://www.ashoklevland.com/ documents/1305159/1312436/PolicvonRelatedPartvTransactions.pdf/625ab0ce-d4de-ae71-7784-fd4e0879fd19.

The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and Related Parties.

There were no materially significant transactions with Related Parties during thefinancial year 2018-19 which were in conflict with the interest of the Company. Suitabledisclosures as required under Ind AS - 24 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.

COMMITTEES

As on March 31 2019 the Company has Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee Risk Management Committee CorporateSocial Responsibility Committee Investment Committee and Technology Committee.

Mr. Dheeraj G Hinduja was inducted as a Member of the Stakeholders' RelationshipCommittee with effect from March 20 2019. Mr. Jose Maria Alapont Independent Directorand Mr. Sanjay K Asher Independent Director were inducted as Member of the AuditCommittee and Corporate Social Responsibility Committee respectively with effect from May15 2019.

Detailed note on the composition of the Board and its Committees are provided in theCorporate Governance Report attached as Annexure C 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 SEBI Listing Regulations and in accordance withthe requirements of Securities and Exchange Board of India (Prohibition of InsiderTrading) (Amendment) Regulations 2018 the Board of Directors had approved the Policy onVigil Mechanism/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.

Brief details about the policy are provided in the Corporate Governance Report attachedas Annexure 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 financialyear ended March 31 2019.

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 the Company's policies the assets are safeguarded and that transactions areaccurate complete and properly authorised prior to recording. Details are provided inManagement 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 and ISO 31000 standard that fosters a soundrisk management culture and facilitates 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.

An internal Risk Steering Committee comprising of key members of Senior Leadership andcore Business vertical heads is responsible for the risk management process including riskidentification impact assessment effective implementation of risk mitigation plans andrisk reporting.

The details of risk management as practiced by the Company are provided as part ofManagement Discussion and Analysis Report attached as 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 enhancementofsafety 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 Act read with Rule 8 (3) of theCompanies (Accounts) Rules 2014 relating to Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are furnished in Annexure A to thisReport.

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 shareholders customers dealers and suppliers and also the valuableassistance and advice received from the joint venture partners Hinduja AutomotiveLimited the Hinduja Group and all the shareholders.

The Directors also wish to thank all the employees for their contribution support andcontinued commitment throughout the year.

For and on behalf of the Board of Directors
Chennai Dheeraj G Hinduja
May 24 2019 Chairman