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Ashok Leyland Ltd.

BSE: 500477 Sector: Auto
NSE: ASHOKLEY ISIN Code: INE208A01029
BSE 15:25 | 14 Jun 129.50 -2.35
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HIGH

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OPEN 131.85
PREVIOUS CLOSE 131.85
VOLUME 844637
52-Week high 138.85
52-Week low 45.60
P/E
Mkt Cap.(Rs cr) 38,015
Buy Price 129.50
Buy Qty 826.00
Sell Price 129.70
Sell Qty 3732.00
OPEN 131.85
CLOSE 131.85
VOLUME 844637
52-Week high 138.85
52-Week low 45.60
P/E
Mkt Cap.(Rs cr) 38,015
Buy Price 129.50
Buy Qty 826.00
Sell Price 129.70
Sell Qty 3732.00

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") along with the audited Financial Statements forthe financial year ended March 31 2020.

FINANCIAL RESULTS

(Rs. in crores)

Standalone

Consolidated

2019-20

2018-19

2019-20

2018-19

Revenue from operations 17467.47 29054.95 21951.27 33196.84
Other Income 123.34 109.94 107.83 128.06
Total Income 17590.81 29164.89 22059.10 33324.90
Profit Before tax 361.92 2496.80 739.16 2871.66
Less: Tax expenses 122.40 513.60 279.36 677.06
Profit after tax 239.52 1983.20 459.80 2194.60
Balance profit from last year 4845.91 3728.11
Transfers:
- From Debenture Redemption Reserve to Retained Earnings - 37.50
Profit available for appropriation 5085.43 5748.81
Appropriation:
Dividend paid during the year 1056.80 713.23
Corporate Dividend tax thereon 213.44 146.61
Transition adjustment and other adjustment (0.69) 0.47
Other Comprehensive Loss arising from re-measurement of defined benefit obligation (net of tax) 47.68 42.59
Balance of profit carried to Balance sheet 3768.20 4845.91
Earnings per share (Face value of Rs. 1/-)
- Basic and diluted (Rs.) 0.82 / 0.82 6.76 / 6.76 1.15 / 1.15 7.08 / 7.08

COMPANY'S PERFORMANCE

The Commercial Vehicle ("CV") market in India posted a double digit drop of29% YoY in Total Industry Volumes ("TIV") which was led by 20% drop in LightCommercial Vehicle ("LCV") and 42% drop in Medium and Heavy Commercial Vehicle("M&HCV") segments. CV exports dropped by 39% over last year primarilydriven by 63% fall in M&HCV Trucks. Other segments also declined by double digitsexcept for M&HCV Buses which bucked the trend by growing 12%. Your Company sold 71368M&HCVs in the domestic market (18141 M&HCV Buses and 53227 M&HCV Trucksincluding Defence vehicles) registering a de-growth of 45.9% over the previous year. LCVwith sales of 46646 vehicles de-grew by 14.4% over the previous year. Your Company wasable to achieve market share of 31.8% in M&HCV Bus and Truck Segment combined whentotal industry volume degrew by 42%. Your Company was able to clear complete stock of BSIV vehicle at Company and dealerships. Your Company conducted BS VI vehicle launches toshowcase its wide product portfolio with i Gen6 technology to reinforce brand promise of"Aapki Jeet Hamari Jeet". There were many noteworthy product launches inM&HCVs which were well received during the year namely CT3718 10x4 Tipper SunshineLX for ICV School segment 12m 225 i EGR Bus for intercity segment and 11m FESLF CNG NACfor intracity segment.

Your Company aggressively sold 20359 engines in FY 2019-20 despite the deferment ofinfrastructure projects and improved grid power which restrained the industrial equipmentand powergen genset demand respectively. Spare Parts business of your Company deliveredhealthy margins backed by interventions that resulted in substantial reduction inoperating costs in areas of logistics and inventory control. Service function achieved itshighest Service market share and continues to improve penetration in service products.

Highlights of performance are discussed in detail in the Management Discussion andAnalysis Report attached as Annexure E to this Report.

COVID-19

During Q3 of the financial year 2019-20 the spread of the COVID-19 virus caused globaldisruption with negative impact on human health business enterprises and the globaleconomy in general. The rapid outbreak of the COVID-19 pandemic during Q4 of FY 2019-20has severely impacted the physical and financial health of people across India and toprevent the contagion in the Country phases of nationwide lockdown was announced by theGovernment of India ("GOI").

Based on the directive given by the GOI for closure of activities to control COVID-19pandemic your Company suspended its production across all its factory locations sinceMarch 24 2020 (the all India lockdown date announced by GOI) and resumed operations inits plants across the Country during second week of May 2020 after obtaining necessaryapprovals from the relevant authorities. Your Company has an SOP compliant to theMinistry of Home Affairs and State Government guidelines on administration and socialdistancing.

During these uncertain period your Company has implemented detailed businesscontinuity plans with its partners and suppliers in an effort to secure the continuationof operations while caring for the health safety and well-being of its employees.

As a result of COVID-19 the demand for your Company's products has seen a drasticslowdown and has hampered the supply chain for the automotive industry as a whole. This inturn has an impact on the supply chain of your Company and could pose challenges relatingto procurement of raw materials in the foreseeable future.

Your Company is taking a number of measures to mitigate substantial negative impactincluding manpower investment plans and close collaboration with customers banksfinancial institutions suppliers and employees. These actions are an acknowledgement ofcurrent events as well as uncertainty around the timing and showing path of recovery.

Your Company is prepared to focus its efforts on securing supplies manufacturing andlogistics for growth and invest in new opportunities amidst this crisis and also has plansto develop integrated digital channels to enhance visibility of demand and customer needs.Liquidity and covenant risks are being monitored on an on-going basis.

SHARE CAPITAL

During the year under review there were no changes to the share capital. The issuedand paid up share capital of the Company consist of 2935527276 shares of face value Rs.1/- each amounting to

Rs. 2935527276/- 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 is ("SEBI" ListingRegulations) appended to this report and is hosted on the Company's website at https://www.ashokleyland.com/documents/1305159/1312436/Dividend_Distribution_Policy.pdf/29ad8580-bd49-125b-68f9-5073ceaf06ae

In line with the policy your Directors had declared / approved an interim dividend ofRs.0.50/- paise per equity share of Rs.1/- each for the financial year ended March 312020. The dividend was paid on March 26 2020 involving an outflow of Rs.146.77 Crores andtax amount of Rs. 30.17 Crores.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OFTHE 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. 239.52 Crores is proposed to beretained in the profit and loss account.

FINANCE

Long term funding

(a) Secured Non- Convertible Debentures (NCDs)

During the year no fresh NCD's issued by your Company. There are no outstandingdebentures as on March 31 2020.

(b) Rupee Term Loans

Your Company repaid secured rupee term loan of

Rs. 56.25 crores on due dates. Fresh rupee term loan (secured) of Rs. 500 crores wereavailed during the year.

(c) External Commercial Borrowings (ECBs)

During the year under review your Company repaid ECB loan instalments that fell dueamounting to USD 23.1 millions on the due dates. Fresh ECB loans of USD 100.00 millionswere availed during the year.

As at March 31 2020 Long term borrowings stood at

Rs. 1572.54 crores as against Rs.533.09 crores on March 31 2019.

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.

To imbibe a strong AL culture ("AL Way") your Company successfully launchedAL Boot Camp under Ashok Leyland University ("AL Univ") for all campus hiresthat included Graduate Engineers Post Graduate Engineers Diploma Engineers CharteredAccountants and Post Graduate HR professionals.

To help employees foster strong learning culture your Company successfully launchedseveral Functional Academies under AL Univ for various functions based on functionalcompetency framework.

To prepare every employee for the transition the Industry is going through yourCompany launched Signature technical Programs like BS VI Technology with Design ThinkingModular Business Program Electric Vehicles etc. in six regional languages.

Continuing the trend of investing in building future capabilities your Companysuccessfully rolled out signature programs on Project management SCRUM and Foundrytechnology. To sustain a safe and secure workplace programs such as POSH (Prevention ofSexual Harassment) and Information Security Awareness were rolled out as mandatoryprograms. Your Company partnered with world's leading online learning platforms likeCoursera and LinkedIn to roll out programs across various disciplines. Your Company useddigital platform to disseminate the Mission Vision Values and Culture that would helpthe employees to imbibe the AL Way. A special 5-minute learning capsule for senior leaderscalled 5ML was launched to provide constant stimulation to their intellect and to gainperspective on various business challenges.

Innovation in learning is an integral part of every organisation. Your Company takespride in leading from the front when it comes to innovation. Your Company has trained thepeople through Gamification and Simulations for better retention of knowledge and skills.

Your Company always believes in leveraging Technology. To further strengthen our HRIS(Human Resource Information System) and enhancing Employee experience throughout theEmployee life Cycle we have developed a few more modules like CDP (Competency DevelopmentProgram) IDP Individual Development Plan) and Off-boarding in addition to the existingmodules.

In our constant endeavor to build Leaders in the organisation your Company hasre-defined the Leadership Framework. There is an internal team of Senior leaders LDC(Leadership Development Council) that oversees the end-to-end process of LeadershipDevelopment in the organisation to prepare future leaders who can take up BusinessCritical roles.

Glad to mention that your Company got the 'Leapvault CLO award 2019 for the bestVirtual learning program (CV Segment) from Tata Institute of Social Sciences (TISS) andNCOW and PeopleStrong New Code of Work.

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 Managing Director andChief Executive Officer in terms of SEBI Listing Regulations on the compliancedeclarations received from the Directors and the Senior 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 asrequired under 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 attached to this report.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

The Company has 22 Subsidiaries 5 Associates and 2 Joint ventures as on March 312020. Hinduja Leyland Finance Limited ("HLFL") is a material subsidiary of theCompany.

During the year under review consequent to the acquisition of share in HLFL theCompany's shareholding in HLFL stands increased from 61.84% to 68.81% as on the date ofthe report. HLFL has incorporated a new subsidiary in the name of Hinduja InsuranceBroking and Advisory Services Limited.

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 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

Mr. Saugata Gupta was inducted as an Additional Director / Independent Director for aterm of five years with effect from November 8 2019 to November 7 2024. Mr. Vipin Sondhiwas inducted as an Additional Director of the Company on November 8 2019 and wasappointed as the Managing Director and Chief Executive Officer ("MD&CEO") ofthe Company for a period of five years from December 12 2019 to December 11 2024. Theshareholders have approved the appointment of Mr. Saugata Gupta as Independent Directorand Mr. Vipin Sondhi as MD & CEO of the Company through the process of Postal Ballotduring the month of February 2020.

Ms. Manisha Girotra and Dr. Andrew C Palmer were appointed as Independent Directors onthe Board of Directors of the Company with effect from June 28 2015 and November 4 2015respectively for a period of five years pursuant to the provisions of Section 149 of theAct read with the Companies (Appointment and Qualification of Directors) Rules 2014 andthe erstwhile Clause 49 of the Listing Agreement with the stock exchanges. The Nominationand Remuneration Committee ("NRC") of the Board of Directors based on thereport of performance evaluation of Independent Directors has recommended there-appointment of Ms. Manisha Girotra and Dr. Andrew C Palmer as Independent Directors fora second term of five consecutive years on the Board of the Company from June 29 2020 toJune 28 2025 and November 4 2020 upto November 3 2025 respectively.

The Independent Directors of the Company have submitted a declaration under Section149(7) of the Act that each of them meets the criteria of independence as provided inSection 149(6) of the Act and there has been no change in the circumstances which mayaffect their status as Independent Director during the year. The terms and conditions ofappointment of the Independent Directors are placed on the website of the Company https://www.ashokleyland.com/en/companies-act-2013-compliance

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

The resolutions seeking approval of the Members for the re-appointment of Mr. Dheeraj GHinduja Chairman and re-appointment of Ms. Manisha Girotra and Dr. Andrew C Palmer asIndependent Directors of the Company have been incorporated in the Notice to the AGM ofthe Company along with brief details about them.

The Company has also disclosed the Director's familiarisation programme on its websitehttps://www.ashokleyland.com/ documents/1305159/1312436/

Familiarisation+programme+for+Directors+-updated+March+2020.pdf/35cfc069-ddaf-9837-ca12-64204e689ade

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 attending meetings of the Company.

Pursuant to the provisions of Section 2(51) and 203 of the Act the Key ManagerialPersonnel of the Company are Mr. Vipin Sondhi Managing Director and Chief ExecutiveOfficer Mr. Gopal Mahadevan Whole-time Director and Chief Financial Officer and Mr. NRamanathan Company Secretary.

AUDITORS

Price Waterhouse & Co Chartered Accountants LLP (FRN 304026E/ E300009) StatutoryAuditors of the Company hold office till the conclusion of seventy third AGM of theCompany.

The Auditor's report to the shareholders on the standalone and consolidated financialstatement for the year ended March 31 2020 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 312020.

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 2019-20 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 is 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 2020.The Secretarial Audit report for the financial year ended March 31 2020 in Form No.MR-3is attached as Annexure H to this Report. The Secretarial Audit report does not containany 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 was submitted to the stock exchanges within theprescribed time limits. Hinduja Leyland Finance Limited material subsidiary of theCompany has obtained secretarial audit report from a practising company secretary and itdoes not have any adverse remark.

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 2020 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 twocases received/filed pursuant to the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and were resolved during theyear.

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.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT 1999

The Company is in compliance with the Foreign Exchange

Management Act 1999 and the Regulations thereunder with respect to downstreaminvestments made in its subsidiaries.

BOARD MEETINGS HELD DURING THE YEAR

During the year nine meetings of the Board of Directors were held. The details of themeetings are furnished in the Corporate Governance Report which is attached as Annexure Cto 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 312020 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures;

b) for the financial year ended March 31 2020 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 2020; c) that proper andenough care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor 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.

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.

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 NRC has granted 7010000 options to Mr. VipinSondhi MD & CEO of the Company under AL ESOP 2018. Disclosure with respect to AL ESOP2016 and AL ESOP 2018 of the Company is attached as Annexure 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 year2019-20 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.ashokleyland.com/documents/1305159/1312436/PolicyonRelatedPartyTransactions.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 2019-20 which were in conflict with the interest of the Company. Suitabledisclosures as required under IND AS 24 have been made in Note No. 3.8 of the Notes to thefinancial statements.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility ("CSR") Policy ofthe Company and the initiatives undertaken by the Company on CSR activities during theyear 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 thewebsite of the Company.

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 manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report attached as Annexure C to this report.

COMMITTEES

As on March 31 2020 the Company has Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee RiskManagement Committee Corporate Social Responsibility Committee Investment CommitteeTechnology Committee and Fund Raising Committee.

During the year Mr. Saugata Gupta was inducted as a Member of the Risk ManagementCommittee and Nomination and Remuneration Committee.

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 4 of the SEBIListing Regulations and in accordance with the requirements of Securities and ExchangeBoard of India (Prohibition of Insider Trading) (Amendment) Regulations 2018 the Boardof Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same washosted on the website of the Company. This Policy inter-alia provides a direct access tothe Chairman of the Audit Committee. Your Company hereby affirms that no Director/employeehas been denied access to the Chairman 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 yearended March 31 2020.

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 ensure thefollowing viz. a) adherence to Company's policies b) safeguarding of assets and c) thattransactions are accurate complete and properly authorized prior to recording. Detailsare provided 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 2017 framework and ISO 31000 standard that fosters asound risk management culture to facilitate informed decision making.

The 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 significant 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 practised by the Company are provided as a part ofthe Management Discussion and Analysis Report which is attached as Annexure E to thisreport.

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 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 cooperation 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 the shareholders. The Directors also wish to thank all theemployees for their contribution support and continued commitment throughout the year.

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