The Board of Directors of your Company takes great pleasure in presenting to you their39th Annual Report and the audited statement of accounts for the year ended March 312019.
FINANCIAL PERFORMANCE SUMMARY (As per INDAS)
| ||Rs. in Lakhs |
|A. FINANCIAL RESULTS: ||FY 2018-19 ||FY2017-18 |
|Revenue for Operations (Excluding Duties) ||42617.30 ||48941.66* |
|Total Expenditure ||39484.40 ||46062.97* |
|Operating Profit ||3132.90 ||2878.69 |
|Other Income ||1000.26 ||821.75 |
|Earnings before Interest Tax OCI Exceptional item Depreciation and Amortization ||4133.16 ||3700.44 |
|Finance Cost ||14.41 ||38.54 |
|Cash Profit ||4118.75 ||3661.90 |
|Provision for Depreciation & Amortization ||528.61 ||531.61 |
|Profit before exceptional Item OCI and Tax ||3590.14 ||3130.29 |
|Exceptional item (net) ||(417.02) ||147.07 |
|Profit before tax (before OCI) ||3173.12 ||3277.36 |
|Provision for tax (net) ||1086.63 ||1261.74 |
|Profit after tax (before OCI) ||2086.49 ||2015.62 |
|Other comprehensive income ( net of taxes) ||(72.81) ||52.07 |
|Total comprehensive income for the year ||2013.68 ||2067.69 |
|Balance in P & L A/c brought forward from the previous year ||9924.62 ||9209.50 |
|Profit available for appropriation ||11938.30 ||11277.19 |
|B. APPROPRIATIONS: || || |
|Equity Dividend || || |
|Interim ||321.08 ||321.08 |
|Final ||802.70 ||802.70 |
|Tax on Dividend ||231.04 ||228.79 |
| ||10583.48 ||9924.62 |
Balance carried to retained earnings * Figures are restated excluding excise duty
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve out of the amountavailable for appropriations.
Your Company has paid an Interim Dividend of 50% (Rs. 5/- per Equity Share) to theshareholders on March 01 2019. The Board of Directors has recommended a Final Dividend of125% (Rs 12.50 per equity share) to the Equity shareholders. Thus the aggregate dividendfor the year works out to 175% (Previous year 175%).
The said dividend if approved by the members would involve a total cash outflow ofRs. 1354.82 lakhs (inclusive of Interim Dividend Final Dividend and DividendDistribution Tax thereon) for the FY 2018-19 and result in a payout of 67% of the currentprofit after tax (Previous year 65%).
The paid up Equity Share Capital as on 31st March 2019 was Rs 642.16 lakhs. During theyear under review the Company has not issued any shares or debentures.
The bus segment has maintained its dominance in contributing to your Company's revenueand profit. Proportion of bus division's revenue in total revenue of the Company clocked74% during the year under review. Large portion of our workforce is operating in the bussegment at Goa. Revenue from Pressing segment has shown a significant improvement ascompared to last year mainly due to increase in the volumes from Tata Motors and TataCummins. In addition your Company has also added new components to its portfolio inpressing segment which has contributed to this growth.
Your Company's Product Sales (with other income) for the financial year 2018-19 was Rs436.18 Crores as against Rs. 497.63 Crores (net of duties) in the preceding financialyear. The Company's profit before tax during the financial year 2018-19 was at Rs.31.73crores (after exceptional expense of Rs 4.17 Crore related to VRS and before othercomprehensive income) as against Rs.32.77 Crores in the preceding financial year. Netprofit after tax stood at Rs.20.14 Crores as compared to Rs.20.68 Crores in the precedingfinancial year. During FY 2018-19 your Company sold 5775 buses.
Operations of the Company and business overview have been discussed in more detail inthe Management Discussion and Analysis forming a part of this report.
Bus Body Segment
Revenue from product sale in Bus Segment reduced by 22.00% at Rs. 317 Crores (net ofduties and excluding other income) in FY 2018-19 as compared Rs. 405 crores in thepreceding financial year. In FY 2018-19 5775 buses were sold as compared to 5734 busesin preceding financial year which is increase of 41 buses. Out of the 5775 buses soldduring the financial year 2018-19 1951 buses were towards Export Application which washigher by 4% as compared to the preceding financial year. The reduction in Product Salesprimarily owes to change in product mix in bus segment due to reduction in MCV buses thisyear catering to Domestic and International Markets which has resulted in reduction inaverage sale price realization per bus. Another factor for lesser volume growth in FullyBuilt Bus Segment of OEM's was attributed to GST difference of 10% between OEM suppliedbus body and bus body supplied directly by the Bus Body Builder.
Revenue from Press Segment increased significantly to Rs 109 Crores (net of duties andexcluding other income) in FY 2018-19 as compared Rs 84 crores in the preceding financialyear. This increase in the revenue is a result of introduction of new products in thesegment coupled with increase in the volume in commercial vehicle segment.
The employee cost remains at 10.73% of total revenue (net of taxes and duties)notwithstanding increase in salaries long term settlement provision for bargainablepermanent workers and reduction in sales value. The strength of permanent employeesreduced to 556 as on 31st March 2019 against 567 on 31st March 2018. Industrial Relationswith staff and workmen across the Plants at Goa Jejuri and Dharwad continue to becordial.
CORPORATE SOCIAL RESPONSIBILITY
The key focus areas of the ACGL's CSR program are education (EDUNITY) empoweringtowards employability (UTKARSH) special needs (UDAAN) for aiding & supporting specialchildren and Environment Sustainability. These projects are in accordance with ScheduleVII of the Companies Act 2013. The details thereof are stated in Annexure I of thisreport.
Brief outline of the CSR Policy:
In ACGL Corporate Social Responsibility (CSR) philosophy revolves around engagementsin socially relevant activities for the under-privileged sections of the society. TheCompany believes in inclusive growth to facilitate creation of a value-based and empoweredsociety through continuous and purposeful engagement of communities around it. Ourcommitment to CSR is focused on initiatives that make an inclusive and constructivecontribution to the community and encourage sustainable development.
A policy on CSR has been formulated by the Corporate Social Responsibility Committee(CSR Committee) and adopted by the Board of Directors. The contents of this policy areavailable on the website of the Company.
Your Company is committed to allocate at least 2% of its average Net Profits madeduring the three immediately preceding financial years calculated in accordance with theprovisions of the Act and the Rules made thereunder towards Corporate SocialResponsibility projects. The Company would undertake one or more of the activities whichrelate to schedule VII of the Act as its projects for CSR activities.
Composition of the Committee:
As per Section 135 (1) of the Companies Act 2013 the Company has constituted aCorporate Social Responsibility Committee. The composition of the Committee as on date isas under:
|Dr Vaijayanti Pandit ||Chairman |
|Mr Shrinivas V Dempo ||Member |
|Mr Yatin Kakodkar ||Member |
|Mr O V Ajay ||Member |
The Annual Report on CSR activities for FY 2018-19 is annexed as "AnnexureA".
A separate section on Corporate Governance forming part of the Directors' Report andAuditors' certificate regarding compliance of conditions of Corporate Governance have beenincluded in the Annual Report.
Borrowings of the Company in the form of Cash Credits as at end March 2019 stood atNil (previous year Rs. 593.29 lakhs). Cash and bank balance including earmarked balancesstood at Rs. 365.95 lakhs (previous year Rs. 210.26 lakhs).
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment Resignation and Retirement of Directors:
Mr Ravindra Pisharody (DIN01875848) resigned from the Board effective July 28 2018 dueto personal reasons. The Board hereby places its appreciation for the outstandingcontribution made by Mr Ravindra Pisharody during his tenure.
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149 (6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board they fulfill theconditions of independence as specified in the Act and the Rules made there under and areindependent of the management. Further the independent Directors have complied with thecode for independent Directors prescribed in schedule IV of the Act. In accordance withthe provisions of Section 152 of the Act and the Articles of Association of the CompanyMr Abhay Bawale retires by rotation and is eligible for re-appointment. However he hasopted not to be re-appointment at this AGM. The Board hereby places its appreciation forthe contributions made by Mr. Bawale during the tenure of his directorship.
Further the Board recommends the re-appointment of its Independent Directors Mr.Steven Pinto and Dr. Vaijayanti Pandit who being eligible have offered themselves forre-appointment. Both the directors are resourceful and add tremendous value to the Board.
Members are requested to refer to Item No. 3 4 and 5 of the Notice of the AnnualGeneral Meeting for details.
Key Managerial Personnel:
In terms of Section 203 of the Act The following are the Key Managerial Personnel(KMP) of the Company;
|Name of the KMP ||Designation |
|1 O V Ajay ||CEO & Executive Director |
|2 Raghwendra Singh Butola ||Chief Financial Officer |
|3 Manisha Naik Shirgaonkar ||Company Secretary |
The Board of the Company has adopted Governance Guidelines on Board Effectiveness. TheGovernance Guidelines cover aspects related to composition and role of the Board Chairmanand Directors Board diversity definition of independence Director Term Retirement Ageand Committees of the Board. It also covers aspects relating to nomination appointmentinduction and development of Directors Director Remuneration Subsidiary oversight Codeof Conduct Board Effectiveness Review and Mandates of Board Committees.
The Company has formulated a Code of Conduct for Directors and senior managementpersonnel and the Directors and the senior management are in compliance of the same.
Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee (NRC) is responsible for identifying anddeveloping competency requirements for the Board based on the industry and strategy of theCompany. Board composition analysis reflects in-depth understanding of the Companyincluding its strategies environment operations financial condition and compliancerequirements. The NRC conducts a gap analysis and indulges into deliberations regardingsuccession planning to refresh the Board on a periodic basis including each time aDirector's appointment or re-appointment is required. The Committee is also responsiblefor reviewing and vetting the CVs of potential candidates vis--vis the requiredcompetencies and meeting potential candidates prior to making recommendations of theirnomination to the Board. At the time of appointment specific requirements for theposition including expert knowledge expected is communicated to the appointee.
Criteria for Determining Qualifications Positive Attributes and Independence of aDirector:
The NRC has formulated the criteria for determining qualifications positive attributesand independence of Directors in terms of provisions of Section 178 (3) of the Act andRegulation 19 read with Part D of Schedule II of the LODR.
Independence: In accordance with the above criteria a Director will be considered asan Independent Director' if he/she meets with the criteria for IndependentDirector' as laid down in the Act and Regulation 16 (1)(b) of the LODR(as amended).Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the NRC considers the manner in whichthe function and domain expertise of the individual will contribute to the overallskill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Act theDirectors on the Board of the Company are also expected to demonstrate high standards ofethical behavior strong interpersonal and communication skills and soundness of judgment.Independent Directors are also expected to abide by the Code for IndependentDirectors' as outlined in Schedule IV to the Act.
Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors:
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual evaluation of its own performance performance of the all theDirectors as well as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria procedure and time schedule for thePerformance Evaluation process for the Board its Committees and Directors.
The criterion for the performance evaluation of the Board of Directors includes aspectssuch as the Board of Directors' composition and structure and the effectiveness of theBoard processes information flow and functioning. The criteria for the performanceevaluation of the individual Directors includes aspects such as the Director'scontribution to our Board of Directors and Committee meetings including preparation onthe issues to be discussed meaningful and constructive contribution and input duringmeetings. In addition the Chairperson is evaluated on the key aspects of his role. Areason which the Committees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The NRC also reviewed the performance ofthe Board its Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.
The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Act and ListingRegulations.
The philosophy for remuneration of Directors Key Managerial Personnel and all otheremployees of the Company is based on the commitment of fostering a culture of leadershipwith trust. The Remuneration Policy of the Company is aligned to this philosophy.
The NRC has considered the following factors while formulating the Policy: i) The leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate Directors of the quality required to run the Company successfully; ii)Relationship of remuneration to performance is clear and meets appropriate performancebenchmarks; and iii) Remuneration to Directors Key Managerial Personnel and SeniorManagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals.It is affirmed that the remuneration paid to Directors Key Managerial Personnel and allother employees is as per the Remuneration Policy of the Company. Details of theRemuneration Policy are given in the Corporate Governance Report.
Board and Committee Meetings
The Meeting dates are circulated in advance to the Directors. During the year FiveBoard Meetings and Four Audit Committee Meetings were convened and held. There have beenno instances during the year where recommendations of the Audit Committee were notaccepted by the Board.
Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the Listing Regulations.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2018-19.
Accordingly pursuant to Section 134 (3) (c ) and 134(5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;
ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent 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 that period;
iii) They have taken proper and sufficient care 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;
iv) They have prepared the annual accounts on a going concern basis; v) They have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; vi) They have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet. (This does not include advances against supply of spare parts and scraparising in the ordinary course of business not appropriated against supply of goods orprovision of services within a period of 365 days from the date of acceptance of suchadvance).
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans/guarantees/investments if any have been disclosed in thefinancial statements. The said loans/ guarantees/investments are within the limitsstipulated in the Section 186 (2) of the Companies Act 2013.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required under Section 197 (12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas "Annexure B". The information required under Rule 5 (2) and (3) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin the Annexure forming part of the Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGOINGS:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 is annexed as "Annexure C".
(1) Statutory Auditors
The Company had appointed M/s B S R & Co. LLP Chartered Accountants (ICAIfirm registration no. 101248W/W-100022) (BSR) as the Statutory Auditors of the Companyfor a period of 5 years commencing from the conclusion of 37th AGM till the conclusion of42nd AGM to be held in the calendar year 2022.
As per the amendment in the Act the appointment of BSR & Co. LLP is no longerrequired to be ratified at the Annual General Meeting.
(2) Cost Audit
Cost audit for the financial year 2018-19 is not applicable to the Company.
(3) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company had appointed Mr Shivaram Bhat a Practicing Company Secretary Membership no. 10454 to undertake the Secretarial Audit of the Company for FY2018-19. The Report of the Secretarial Auditor is annexed herewith as "AnnexureD".
The Statutory Auditors' Report and the Secretarial Audit Report for the financial yearended March 31 2019 do not contain any qualification reservation adverse remark ordisclaimer.
The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from October 1 2017. The Company has devised proper systems to ensurecompliance with its provisions and is in compliance with the same.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124(5) of the Companies Act 2013 Unpaid Dividend amount of thecompany which remained unpaid or unclaimed for a period of seven years from the date ofsuch transfer has been transferred to the Investor Education and Protection Fund (IEPF)established under sub-section (1) of section 125.
Further in line with Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 (Principal Rules') and General CircularNo.12/2017 dated 16.10.2017 issued by MCA the Company has transfered the shares by way ofcorporate action' to the IEPF authority The details of Dividend and sharestransferred to IEPF for the FY 2018-19 is given below:
|Details of the transfer/s to the IEPF made during the year: || |
|i. Amount of unclaimed/unpaid dividend (In Rs.) ||1820353 |
|ii. Corresponding shares (Nos) ||9219 |
THE EXTRACT OF THE ANNUAL RETURN FILED WITH MCA
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT 9 is annexed as"Annexure E".
Annual Return of the Company is uploaded on the Company's website at the web link:http://acglgoa.com/wp-content/ uploads/2019/05/MGT-9-2019-v1_-24.4.19.pdf
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee known as the Prevention of Sexual Harassment(POSH) Committee to inquire into complaints of sexual harassment and recommendappropriate action. The Company has not received any complaint of sexual harassment duringthe financial year 2018-19.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a whistle blower policy to deal with instances of fraud andmismanagement if any. The details of this Policy are explained in the CorporateGovernance Report and also posted on the website of the Company. It is affirmed that nopersonnel of the Company has been denied access to the Audit Committee.
MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION
There are no material changes affecting the financial position of the Companysubsequent to the close of the Financial year 2018-19 till the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
However Members attention is drawn to the Statement on Contingent Liability formingpart of the Financial Statement.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were incompliance with the applicable provisions of the Companies Act 2013 (the Act') andthe Listing Regulations.
Tata Motors Limited (TML) is a "Related Party" of the Company under theCompanies Act 2013 (pursuant to the Companies (Amendment) Act 2017) and the SEBI ListingRegulations. The transactions with TML exceed the materiality threshold of 10% of thetotal turnover of the Company as prescribed under regulation 23 of LODR. The Members attheir 38th Annual General Meeting held on July 28 2018 have accorded their approval tothe Board of Directors to enter into such material contracts/ arrangements/transactionswith Tata Motors Limited for the financial year 2018-19. Similarly a fresh approval isalso sought for proposed estimated transactions for the next financial year FY 2019-20.
Further Tata Cummins Private Limited (TCPL) is likely to exceed the materialitythreshold as prescribed under regulation 23 of LODR in FY 2019-20. Approval is also soughtfrom the members for entering to such material contracts/arrangements/ transactions withTata Cummins Private Limited for the next financial year FY 2019-20. All Related PartyTransactions are placed before the Audit Committee for approval. Prior omnibus approval ofthe Audit Committee is put in place for the transactions which are repetitive in nature. Astatement of all Related Party Transactions is placed before the Audit Committee for itsreview on a quarterly basis specifying the nature value and terms and conditions of thetransactions. The Board recommends both the ordinary resolutions related to materialrelated party transactions to the shareholders for their approval.
REVISED POLICY ON MATERIALITY AND DEALING WITH RELATED PARTY TRANSACTIONS
The Company has adopted a revised Related Party Transactions Policy in line withNotification issued by SEBI on 9th May 2018 on SEBI LODR (AMENDMENT) Regulations 2018wherein Regulation 23(1) required listed entities to formulate a policy on materiality ofrelated party transactions (RPT) and on dealing with related party transactions includingclear threshold limits duly approved by the board of directors. The revised Policy hasbeen approved by the Board on the recommendation of the Audit Committee and is uploaded onthe Company's website at the web link:http://acglgoa.com/wp-content/uploads/2019/02/Revised-Materiality-of-Related-Party-and-dealing-with-Related-Party-Transactions-policy.pdf.Details of the transactions with Related Parties are provided in the accompanyingfinancial statements. There were no transactions during the year which would require to bereported in Form AOC 2.
The Board has laid down a clear Risk Policy to identify potential business risks andinstall effective mitigation processes to protect Company's assets and business risks.Risk Assessment and minimization plan are reviewed by the Risk Management Committee of theBoard on a periodic basis. Risk Management Committee meeting was held on 27.04.2018 todiscuss on Enterprise Risk Management Plan with a Mitigation plan for 10 major Enterpriserisks associated with the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Listing Regulations isprovided as an Annexure to this Report.
Your Directors would like to place on record their sincere appreciation for the supportand assistance extended by the Company's suppliers bankers and business associates. YourDirectors are thankful to the esteemed shareholders for their continued support and theconfidence reposed in the Company and its Management. The Directors wish to place onrecord their appreciation for the support and guidance provided by its parent companyTata Motors.
The Directors place on record their sincere thanks for the help and support receivedfrom Government of Goa and related Government and semi-Government agencies. Your Directorsacknowledge the unstinted service rendered by the employees of the Company at all levelstowards its overall success.
| ||On behalf of the Board of Directors |
|Place : Panaji Goa. ||Shrinivas Dempo |
|Date : May 10 2019 ||Chairman |