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Wheels India Ltd.

BSE: 590073 Sector: Auto
NSE: WHEELS ISIN Code: INE715A01015
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OPEN 610.05
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VOLUME 583
52-Week high 822.55
52-Week low 502.00
P/E 18.68
Mkt Cap.(Rs cr) 1,500
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 610.05
CLOSE 612.10
VOLUME 583
52-Week high 822.55
52-Week low 502.00
P/E 18.68
Mkt Cap.(Rs cr) 1,500
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Wheels India Ltd. (WHEELS) - Director Report

Company director report

Your Directors present the Sixty Third Annual Report together with theaudited financial statements of your Company for the year ended March 31 2022.

performance

The sales (net) for the year were Rs. 3663.41 crores as compared toRs. 2198.44 crores in the previous year showing an increase of 66.64%.

Financial highlights

The standalone financial highlights of the Company for the year are asbelow:

Rs. in Crores

particulars 2021-22 2020-21
Gross Profit before finance cost and depreciation 264.63 143.03
finance cost 63.10 52.68
Depreciation 95.02 80.63
Profit before tax 106.51 9.72
Profit after tax 79.79 6.75
Total Comprehensive Income 78.20 8.23
Transfer to General Reserves - 2.00

Dividend and transfer to General Reserve

Your Directors are pleased to recommend a dividend of Rs. 8.30 perequity share (83%) for the year ended March 31 2022. The dividend recommended subject toapproval of shareholders at the 63rd Annual General Meeting (63rdAGM) will be paid to all the shareholders whose name appear in the register of members ason July 06 2022 (being the record date fixed for this purpose).

The Company proposes to retain the entire amount as surplus in Profit& Loss Account and not to transfer any amount to General reserves. An amount of Rs.171.59 crores were proposed to be retained under

Retained Earnings. The dividend distribution policy framed by theCompany in accordance with Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI LODR) and approved by the Board of Directors isavailable at http://www.wheelsindia.com/pdf/dividend-distribution- policy.pdf

Share capital

During the year under review the paid-up capital of the Company stoodat Rs. 240645580/- consisting of 24064558 equity shares of Rs.10/- each. There wasno change in capital structure of the Company.

Change in promoter / promoter Group

The TVS Family came to an arrangement to align the ownership andmanagement within different family groups. As a part of TVS family arrangement theHon'ble National Company Law Tribunal (NCLT) vide its order dated December 06 2021inter-alia approved the amalgamation of M/s Southern Roadways Pvt. Ltd. (SRPL) with M/s.T. V. Sundram Iyengar & Sons Pvt. Ltd. (TVSS) promoters of the Company.

Consequent to this SRPL was dissolved without the process ofwinding-up effective January 06 2022 ("first appointed date"). further the2232628 equity shares (9.28%) held by SRPL in the Company was deemed to have beentransmitted to TVSS effective January 06 2022.

further as per the terms of scheme of amalgamation the entire7143656 equity shares (29.69%) held by TVSS in the Company (which includes shareholdingof SRPL) has been transferred to M/s. Trichur Sundaram Santhanam & family PrivateLimited (TSSFPL) effective february 04 2022 ("Second appointed date").

SRPL ceased to be a Promoter of the Company effective January 06 2022and TSSfPL has become a Promoter of the Company effective february 04 2022.

Reclassification of Promoter / Promoter Group to Public Category

Consequent to the composite scheme of amalgamation and arrangementTVSS a Promoter of the Company holds NIL share in the Company as on March 312022.

Further in terms of Regulation 31A of the SEBI LODR vide letter datedMay 12 2022 TVSS had expressed their desire to re-classify themselves to 'PublicCategory'. Accordingly the Board of Directors at their meeting held on May 20 2022 hadconsidered the request of TVSS and approved to re-classify TVSS to 'Public Category' from'Promoter Category' subject to compliance with relevant provisions of the SEBI LODR andapproval of shareholders / stock exchange and other regulatory authorities if any inthis regard.

The proposal for approval by the shareholders for re-classifying TVSSfrom 'Promoter Category' to 'Public Category' is included in the notice convening the 63rdAGM.

Scheme of Amalgamation

The Board of Directors of your Company and Sundaram Hydraulics Limited(SHL) at their respective meetings held on December 7 2021 had approved the scheme ofamalgamation of SHL with the Company and their respective shareholders.

SHL which was incorporated in the year 2007 and is engaged in thebusiness of manufacturing hydraulic cylinders and axle shafts. The amalgamation of SHLwith the Company inter-alia will enable product diversification & growth to theCompany through our existing customer base. As a combined entity the amalgamation willhelp in widening the product offering to the existing strategic customers of both theCompanies.

In accordance with Regulation 37 of SEBI LODR the Company had filed anapplication with National Stock Exchange of India Limited (NSE) and vide letter datedFebruary 10 2022 the Company has received No Objection from NSE / SEBI.

Further in terms provisions of Sections 230 - 232 of the Companies Act2013 ('Act') read with relevant rules made thereunder the Company has filed anapplication with the Hon'ble NCLT Chennai on March 16 2022. The Company is awaitingdirections / order in this regard.

Management Discussion and Analysis

The last financial year saw the world battle the covid-19 virus withwidespread vaccinations across countries. In a year following a year where the globaleconomy had been battered by the pandemic global GDP is estimated to have grown by 6.1%in 2021. The sudden increase in demand caused shortages of industrial materials leading toa commodity-based inflation across the world.

In India the last financial year FY22 started with a strong secondwave of the virus that affected economic activity. However widespread vaccination enabledthe economy to recover strongly and grow at 9.2%. The Economic Survey indicated thatindustry is likely to have grown by 11.8% in last financial year following a contractionof 7% in previous year. The Survey indicates that the service sector is likely to havegrown by 8.2% in FY22 following a 8.4% contraction in FY21. The agricultural economy isestimated to have grown by 3.9% in the year under review after growing at 3.6% in theprevious year. The performance of these sectors enabled India to be amongst the fastestgrowing economies in the year under review.

The whiplash effect of the demand recovery caused shortages ineverything from shipping containers with ocean freight rates increasing three-fold steelprices increasing by a third and aluminium prices increasing by two thirds just to name afew. The global supply chains were disrupted by container congestion at ports China'szero Covid policy and the energy crisis.

The year for the Indian industry started with high incidence ofinfections in the second wave of Covid-19. In addition to restricting operations to theextent of the people available there were restrictions in terms of availability ofindustrial oxygen. However after a few months the crisis subsided and slowly confidencereturned to an economy that built on pent up demand across industry segments.

The commercial vehicle market after two years of steep decline grewby 46% in the year under review driven by the recovery of the economy. The revival wasstrongest in the heavy commercial vehicles with all segments other than buses revivingfrom the lows of the pandemic year.

The tractor industry marginally contracted after a year of recordproduction in the previous fiscal. The year saw companies try and correct their pipelinestock levels especially towards the latter part of the year. The global industry sawstrong growth driven by high commodity prices.

The passenger car segment grew by 10% restricted by semi-conductorshortages. The market saw continued growth in the sport utility segment vis-a-vis the carsegment. There is currently approximately 30% aluminium wheel fitment on passengervehicles.

The construction equipment industry revived strongly from the previousyear driven by the government's infrastructure push and the reviving economy. The globalconstruction industry saw a strong growth driven by the recovery of the global economy andstrong infrastructure spend in a number of countries.

The windmill industry remained flat even after the worst of thepandemic affected by supply chain constraints. The industry is expected to benefit fromclimate action commitments made by Europe in this decade. However the volumes haveremained muted due to execution issues. Your company was affected by the unavailability ofindustrial oxygen during the second wave partly affecting our supplies.

The air suspension business struggled during the year under review asbus utilization levels only recovered towards the end of the year. The latter part of theyear saw strong demand for lift air suspension used on multi-axle trucks.

Your company achieved the milestone of Rs. 1000 Crore of exports inthe year under review. There was definitely an opportunity caused by the China plus onesourcing strategy of many multinationals consequent to China's zero covid policy. Yourcompany was also able to grow its export of agricultural tractor and constructionequipment wheels following the exit of Titan International as a promoter as we were ableto market our product in their key markets. There was also growth in export of aluminiumwheels and windmill components.

The year saw the first full year operation of your Company's state ofart cast aluminium wheel plant. We will shortly have completed the first phase ofinstallation of equipment and will be in a position to utilize the capacities created inthe coming year.

In the last annual report we had referred to our decision to sell thesmall Maharashtra based plant for fabricating steel fabricated steel structures forthermal power plants. In the year under review we were able to complete the transaction.

During the first quarter of the year under review when the second waveof covid-19 was in full swing across the country your company decided to import medicalequipment to help the hospitals and regions that were struggling in coping with thepandemic. This was part of a larger effort by the promoter group to provide relief tocommunities across the state and country as a CSR initiative.

In FY22 your company saw a significantly improved performance over theprevious year with activity level picking up from the second quarter. This improvedperformance saw an improvement in a number of relevant ratios.

The IMF expects the global economy to grow at 3.6% in the coming yearwith banks increasing interest rates to fight inflation causing some moderation in demandand supply constraints restricting growth. While the Indian economy has remainedresilient it has also been affected by inflation in commodities. The IMF has estimatedthat the Indian economy will grow at 7.2% in FY23.

The year ahead of us still promises strong demand albeit hampered byrising inflation and supply chain issues at our customer end. The outlook while it willremain strong will continue to be affected by global supply chain constraints that haverecently been further affected by the ukraine crisis.

The global supply chains have been well established in earlier yearsand while companies are looking at de-risking supply sources it is not something canchange overnight. In the interim uncertainty over supply shortages remain as long asdemand remains high. In addition to commodity and semiconductor shortages power shortagescould also affect output in the auto supply chain in India.

There has also been a spike in fuel prices over the year as demandincreased last year and following the ukraine crisis. India as a major importer of fuelis likely to be affected by the higher fuel prices.

It is expected that the commercial vehicle industry will continue tosee growth in the coming year as the Indian economy grows. There are pockets of demandaround movement of commodities where the railway additions haven't kept pace with demand.There is likely to be a resumption of bus orders from STus after a gap of two years. Thehigh oil prices will mean that truck configurations that optimize load carrying capacityfor a price point will benefit. At the lower end of the market both the light and smallcommercial vehicle market are likely to show growth on the back of a reviving economy andthe growing ecommerce logistics.

The passenger car industry in India sees strong demand in the year tocome. However production continues to be affected by global supply chain issues. Thetrend towards sports utility vehicle and away from sedans an hatchback will continue aswill the trend towards aluminium wheel fitment.

The agricultural tractor market saw lower production towards the end ofthe last year as manufacturers looked at reducing the stock in the pipeline. While mostfactors bode well for the agricultural sector the high industrial inflation and the highindustry base could limit growth in the coming year. The global agricultural tractormarket that was already strong in light of high commodity prices is also going to benefitfrom changes in the food-grain supply chain following the conflict in the bread basket ofEurope ukraine. Your company continues to grow its international business with globaltractor manufacturers.

The construction equipment industry in India and across the worldcontinues to be strong as governments continue to invest in infrastructure to stimulategrowth. While there has been some effect of people trying to move production bases awayfrom Russia the optimism about demand in this segment elsewhere in the world remainsstrong. Your company has been successful in getting onto new platforms of existingcustomers that should come on-stream in the year ahead.

The windmill industry has remained flat for the last few years and islikely to remain the same in the coming year. However given the changing geopoliticsthere is likely to be a change in the energy mix in Europe that should improve theindustry prospects building on climate change commitments that Europe has made for thedecade. The industry is also affected by supply chain constraints that hamper output.

We hope to build on the gains we have made in international markets inthe coming year. The extent of gain depends on how our customers manage their productiongiven supply chain constraints. There is however an opportunity for India caused bycompanies wishing to de-risk their global sourcing strategy away from China.

Your Company's subsidiary WIL Car Wheels Ltd. had a difficult year lastyear with very limited operations in the first quarter due to the second wave of thepandemic. While volumes came back especially in the second half of the year the companywas affected by inflation and some under-recovery of costs. The coming year should see afull year of volumes as passenger vehicle manufacturers hope to cash in on the pent updemand albeit amidst semiconductor shortages.

In the last year through the second wave and the subsequent increasein demand our focus has always been on ensuring the safety of our employees and servicingour customer requirements. In the year under review we were recognized by customer awardsfor the quality of our products and service by Caterpillar Komatsu John Deere Kubotaamongst others.

The year under review saw the recovery of the economy and the company'sfortunes after a difficult period affected by the pandemic. It would not have beenpossible for the company to do this without the dedication and efforts of its employeesand the support of its bankers customers and shareholders.

I would like to thank all stakeholders for their patience and supportto the company through this difficult period.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act theConsolidated Financial Statements drawn up with the applicable Indian AccountingStandards (Ind As) forms part of this Annual Report.

The Consolidated profit after tax for the year 2021-22 was Rs. 74.18crores and the Consolidated Net worth were Rs. 733.69 crores as on March 31 2022 asagainst Rs.0.12 crores and Rs. 660.69 crores as on March 31 2021 respectively.

Subsidiary Company

WIL Car Wheels Limited (WCWL) reported a gross revenue of Rs. 340.26crores and loss after tax of Rs. 8.80 crores for the financial year 2021-22 as against Rs.247.09 crores and loss after tax of Rs. 6.53 crores for the financial year 2020-21. Thegross revenue of WCWL represents 8.55% of consolidated turnover of the Company.

Associate Company

Axles India Limited (Axles) has achieved a turnover of Rs. 572.37crores and profit after tax of Rs. 33.83 crores for the financial year 2021-22 as againstthe turnover of Rs.312.02 crores and profit after tax of Rs.2.96 crores for the financialyear 2020-21.

Refer Annexure-I to this report for statement containing the salientfeatures of the financial statements of the Subsidiary Company / Associate Company asprovided in form AOC-1.

In accordance with the provisions of Section 136 of the Act theAudited Financial Statements including the Consolidated financial Statements and relatedinformation of the Company will be available on our website at www.wheelsindia.com. Thesedocuments will also be available for inspection during business hours at the Registeredoffice of the Company.

Fixed Deposits

As at March 31 2022 fixed deposits accepted by the Company frompublic and shareholders aggregated to Rs. 54.38 crores which are within the limitsprescribed under the Act and the rules framed thereunder.

The provisions of the Act also mandate that any Company inviting /accepting / renewing deposits is required to obtain Credit Rating from a recognized creditrating agency. Your Company has obtained a credit rating of ICRA MA+ with outlook beingstable for its fixed deposits from ICRA.

The details relating to deposits in accordance with Chapter-V of theAct are given in Annexure-II forming part of this Report.

Particulars of Loans Guarantees or Investments

The Company has not given any loan or security or guaranty in terms ofSection 186 of the Act. The details of the investments made by Company are given in thenotes to the financial statements.

Credit rating

The Company's financial management and its ability to service financialobligations in a timely manner has been confirmed by ICRA by its ratings during the yearunder review. The credit rating details have been disclosed to stock exchanges and madeavailable in the website of the Company. The Corporate Governance section of this AnnualReport carries the details of credit rating.

Board Evaluation

Pursuant to the provisions of Section 134 (3) (p) Section 149(8) andSchedule IV of the Act the SEBI (Listing Obligations & Disclosure RequirementsRegulations 2015 ("SEBI LODR") an annual performance evaluation of the Boardthe Directors as well as Committees of the board have been carried out.

The criteria for evaluation of the board and NonIndependent Directorsat a separate meeting of Independent Directors were carried out in accordance with theNomination & Remuneration Policy adopted by the board. The evaluation was carried outtaking into consideration the composition of the board and availability ofmulti-disciplinary skills commitment to good corporate governance practices adherence toregulatory compliance grievance redressal mechanism track record of financialperformance existence of integrated risk management system use of modern technology andcommitment to corporate social responsibility.

The board of Directors have also carried out the evaluation of theDirectors performance of Independent Directors and its Committees based on the guidelinesprescribed by the SEBI.

Board of Directors Committees and Management

The composition of the board of Directors and its Committees are inaccordance with the Act and the SEBI LODR. The Corporate Governance Report given in'Annexure-VI' to this report contains the composition of the board of Directors of theCompany and its Committees.

Re-appointment of Director retiring by rotation

Mr. S Ram (DIN: 00018309) is retiring by rotation at the ensuing 63rdAGM being eligible offers himself for re-appointment. The proposal for hisre-appointment as a Director is included in the notice convening the 63rd AGM.

Profile of Director seeking appointment / reappointment

Profile of the director seeking appointment / re-appointment asrequired to be given in terms of the Secretarial Standards and as per SEBI LODR formspart of the Notice convening the ensuing 63rd AGM of the Company.

Independent Directors

In the opinion of the board the Independent Directors fulfill theconditions specified in the Act & SEBI LODR and are independent of the Management.

All the Independent Directors have given declaration that they meet thecriteria of independence as laid down under Section 149(6) of the Act and the SEBI LODR.They have also confirmed compliance with Section 150 of the Act regarding registrationwith Independence Directors databank maintained by the Indian Institute of CorporateAffairs.

In terms of Regulation 17 (1A) of the SEBI LODR approval of members isbeing sought for continuing the directorship of Mr. S Prasad as an Independent Directorwho will be attaining the age of 75 years during his tenure in the second term ofre-appointment.

Key Managerial Personnel

During the year there was no change in the Key Managerial Personnel ofthe Company.

Remuneration Policy

The board based on the recommendations of the Nomination &Remuneration Committee has framed a policy for selection and appointment of DirectorsSenior Management Personnel and Key Managerial Personnel and to fix their remuneration.The Company's policy on appointment and remuneration including criteria for determiningqualifications positive attributes and independence are provided in the CorporateGovernance Report forming part of this Report. The policy is given as Annexure-III formingpart of this Report.

Corporate Social Responsibility

As an initiative under Corporate Social Responsibility (CSR) and inaccordance with Schedule-VII to the Act your Company has constituted a CSR Committeeunder the board to frame monitor and execute the CSR activities of the Company. Theboard has approved the CSR Policy and guidelines for implementation and the Committeeeffectively supervises the program. The salient features of the CSR policy are as follows:

• The CSR policy governs the activities that can be undertaken bythe Company

• Further the policy covers the scope manner of execution ofactivities including the annul action plan monitoring and reporting on CSR activitiesresource utilization & its modalities impact assessment etc.

• The policy is available on the website of the Company atwww.wheelsindia.com

In accordance with the provisions of section 135 of the Companies Actyour Company was required to spend an amount of Rs. 106.05 lakhs for the financial year2021-22. The Company has spent Rs. 141.54 lakhs during the year and the excess spent ofRs. 35.49 lakhs is proposed to set off pursuant to Section 135 of the Companies read withCompanies (CSR Policy) Rules 2014. The constitution of the CSR Committee and the reportas required under the Act are provided in Annexure-IV forming part of this Report.

Risk Management Internal Financial Control Systems and Audit

Your Company has constituted a Risk Management Committee and hasformulated a Risk Management Policy aligned with the requirements of the Companies Act2013 and the Listing Regulations. The details of the Committee and the terms of referenceare set out in the Corporate Governance Report forming part of the Report.

The implementation of IT based Governance Risk and Compliance (GRC)software across the multiple locations of the Company has further strengthened thebusiness processes and has significantly supported the internal audit requirement towardsachieving a controlled environment.

Your Company maintains an adequate and effective Internal ControlSystem commensurate with its size. These reasonably assure that the transactions are dulyauthorized and recorded to facilitate preparation of financial statements in line with theestablished practices and that the assets are secured against any misuse or loss. Theinternal control system is supplemented through an extensive internal audit programbesides periodic review by the Management and the Audit Committee. The Company has inplace adequate internal financial controls.

Vigil Mechanism / Whistle Blower policy

In accordance with the requirements of the Act your Company hasestablished a Vigil Mechanism / Whistle Blower Policy for Directors and Employees toreport genuine concerns. The said Policy meets the requirement of the Vigil Mechanismframework under the Act and the members can view the details of the policy onwww.wheelsindia.com.

Directors' Responsibility Statement

The Directors acknowledges their responsibility of ensuring compliancewith the provisions of Section

134(3)(c) of the Act. To the best of their knowledge and belief andaccording to the information and explanations obtained by them your Directors make thefollowing statements in terms of Section 134(3)(c) of the Act:

a. that in the preparation of the annual financial statements theapplicable Ind AS have been followed along with proper explanation relating to materialdepartures if any;

b. that such accounting policies as mentioned in the financialstatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2022 and of the profit of the Company for theyear ended on that date;

c. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a goingconcern basis;

e. that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; and

f. that proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Related party Transactions

The Company has formulated a policy on Related Party Transactions (RPT)which is being periodically reviewed by the Audit Committee and approved by the board. Thepolicy on RPT is available on the Company's website at www.wheelsindia.com.

All Related Party transactions that were entered into by the Companyduring the financial year 2021-22 were in the ordinary course of business and on arm'slength basis. The Company did not enter into any material transaction with related partiesunder Section 188 of the Act and the Rules framed thereunder. There are no"Material" contracts or arrangement or transactions at arm's length basis andhence disclosure in form AOC-2 is not applicable.

All Related Party transactions were placed before the Audit Committeefor their prior approval in accordance with the requirements of the SEBI LODR. Thetransactions entered into pursuant to such approval are placed periodically before theAudit Committee for its review.

Meetings of the Board / Committees

The board meets at regular intervals to discuss and decide on Company /business policy and strategy apart from other businesses. The board / Committee Meetingsare pre-scheduled and a tentative annual calendar of the board and Committee Meetings arecirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings.

The details of the meetings of the board as well as the Committees aredisclosed in the Corporate Governance Report forming part of this Report.

Significant and Material Orders Passed by the Regulators or Courts

There were no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations. The changes and commitments if any which have occurred between the end ofthe financial year of the Company to which the financial statements relate and the date ofthis report is not material so as to have an affect on the financial position of theCompany.

Employees and details of Remuneration:

The statement of disclosure of remuneration under Section 197 of theAct and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 ("Rules") is provided in Annexure-V forming part of this Report.

The information as per Rule 5(2) and Rule 5(3) of the Rules forms partof this Report. However as per first proviso to Section 136(1) of the Act and SecondProviso to Rule 5 of the Rules the report and financial statements are being sent to themembers of the Company excluding the statement of particulars of employees under Rule 5(2)and Rule 5(3) of the Rules. Any member interested in obtaining a copy of the saidstatement may write to the Company Secretary at the Registered office of the Company. Thesaid statement is also available for inspection by the members at registered office of theCompany during office hours till the date of Annual General meeting.

Disclosure under the Sexual Harassment of Women at Workplace(prevention prohibition and Redressal) Act 2013

The Company is committed to providing a safe and conducive workenvironment to all its employees and associates. The Company has in place an Anti-Sexualharassment Policy in line with the requirements of the Sexual harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Company has complied withthe provisions relating to the constitution of Internal Complaints Committee under theseprovisions. During the year under review there were no cases filed / pending forresolution pursuant to the above enactment.

Corporate Governance

In accordance with the provisions of SEBI LODR the CorporateGovernance Report is given in Annexure-VI and forms part of this Report.

Statutory Auditor

The shareholders of the Company at their 58th AGM held onAugust 10 2017 had appointed M/s. brahmayya & Co. Chartered Accountants asStatutory Auditor of the Company for a term of five consecutive years i.e. from theconclusion of 58th AGM till the conclusion of 63rd AGM of theCompany.

In terms of provisions of Sections 139 & 141 of the Act read withCompanies (Audit and Auditors) Rules 2014 and any other applicable provisions of the Actincluding rules made thereunder the Audit Committee at their meeting held on May 20 2022has reviewed the proposal to re-appoint M/s. brahmayya & Co. Chartered Accountants asStatutory Auditor of the Company for a second term of five consecutive years commencingfrom the conclusion of 63rd AGM (2022) until the conclusion of 68thAGM (2027) and recommended the same to the board for proposing it to the shareholders atthe ensuing 63rd AGM (2022).

The Company has received a letter from M/s. brahmayya & Co.Chartered Accountants consenting for the reappointment and confirming to the effect thattheir appointment if made would be within the prescribed limits and that they do notsuffer from any disqualification under Section 141 of the Act and the rules madethereunder. The notice of the ensuing 63rd AGM contains necessary resolution inthis regard. Members may consider appointing M/s. brahmayya & Co. CharteredAccountants as Statutory Auditor of the Company as per the provisions of the Act till theconclusion of the 68th AGM (2027).

Cost Auditor

Pursuant to Section 148 of the Act read with the Companies (Cost Auditand Record) Rules 2014 the cost records and the accounts are being maintained by theCompany and same are being audited as per the requirement of the Act.

The board based on recommendation of the Audit Committee hadappointed M/s. Geeyes and Co. Cost and Management Accountants to audit the cost recordsand the accounts maintained by the Company for the financial year ended March 31 2022.The said firm was appointed by the board to conduct the Cost Audit for the year 2022-23 atthe remuneration of Rs. 750000/- (Rupees Seven Lakhs Fifty Thousand only) excludingapplicable taxes and out of pocket expenses.

The report of the said Cost Auditor will be filed with the CentralGovernment in accordance with the rules framed thereunder. The Act mandates that theremuneration payable to the Cost Auditor is ratified by the members. Accordingly aresolution seeking shareholders' ratification of the remuneration payable to the CostAuditor for the year 2022-23 is included in the Notice convening the 63rd AGM.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the rulesframed thereunder the Company had appointed M/s. S Dhanapal & Associates a firm ofCompany Secretaries in Practice to undertake the Secretarial Audit of the Company for thefinancial year 2021-2022.

further in terms of Regulation 24A of the SEBI LODR the secretarialaudit report of the Company together with material unlisted subsidiary namely WIL CarWheels Limited for the financial year ended March 31 2022 are given in the Annexure-VIIand forms part of this report.

Comments on Auditors' report

There were no qualifications reservations or adverse remarks ordisclaimers made by the Statutory Auditor and Secretarial Auditor in their reportsrespectively. During the year there have been no incidents of fraud reported to the AuditCommittee in terms of Section 143(12) of the Act.

Safety

Your Company has been continuously working over the past years tobecome a culturally safety conscious company by inculcating safety culture at all levels.The safety performance review system is conducted by Top Management at unit levelsub-committee level every month across the plants.

Employees' involvement in the safety journey viz. safety observationand incident investigation is encouraged for every incident and proper feedback isincluded in the procedures and standards. The standards and procedures implementation andthe effectiveness of implementation are being reviewed by regular scheduled audits.

All incidents are investigated and the corrective and preventiveactions are horizontally deployed across business units and plants.

Your company rewards best safety performers on monthly basis. Bestsafety observers and best safety supervisor are rewarded once in three months period inthe shop floor to encourage the employees involvement in the safety journey. Practicaltraining centers installed across plants to create safety awareness and hands on trainingduring induction period.

During the COVID-19 pandemic situation your company has establishedthorough systems and processes to ensure a safe and healthy work environment for those inoffices and in the factory.

All the processes and procedures met the government required protocolsfor operating the plants during pandemic. These start from the employee's journey to thefactory checking the employees for symptoms (body temperature oxygen level) at entry andexit mandating the use of masks and recommending use of face shield following physicaldistancing standard around the factory.

The Company also has sustained the Standard Operating Procedures (SOP)in the shop floors the offices and the open areas. Employees who are eligible andpermitted are encouraged to get cent percent vaccination and achieved. Your company isdedicated to providing a safe environment for all its employees and contractors.

MD / CFO Certificate

The Managing Director and Chief Financial Officer have submitted acertificate to the board on the integrity of the financial statements and other mattersrequired under regulation 17(8) of the SEBI LODR.

Energy Conservation Technology Absorption and Foreign ExchangeEarnings & Outgo

The conservation of energy Technology Absorption and foreign exchangeearnings & outgo as required under Section 134(3)(m) of the Act read with rule 8(3)of the Companies (Accounts) rules 2014 are enclosed as Annexure-VIII and forms part ofthis report. Business Responsibility Reporting

The Company practices various business responsibility initiatives asper the business Responsibility policy laying down the broad principles guiding theCompany in delivering various responsibilities to its stakeholders. The businessResponsibility Report in terms of Regulation 34(2) of SEBI LODR as applicable to theCompany for the year 2021-22 is given in 'Annexure-Ix' and forms part of this report. Acopy of this policy is available at www.wheelsindia.com.

Other disclosures

a. There are no instances of difference between amount of the valuationdone at the time of one time settlement and the valuation done while taking loan from theBanks or Financial Institutions

b. The details regarding shares and dividend transferred / proposed tobe transferred to the Investor Education and Protection fund (IEPF) and other relevantdetails in this regard have been provided in the Corporate Governance section of thisAnnual Report

c. The electronic copies of the 63rd Annual Report and theNotice Convening the 63rd AGM would be sent to all shareholders whose e-mailaddresses are registered with the Company or their respective Depository Participants (DP)in accordance with the circulars issued by the Ministry of Corporate Affairs (MCA) readwith circulars issued by the SEBI. The full Annual Report is available on the website ofthe Company and shall also be disseminated to the stock exchanges.

d. In compliance with Section 134(3)(a) and 92(3) of the Act theAnnual Return is being uploaded on the website of the Company at www.wheelsindia.com.

e. The Company has complied with the Secretarial Standards viz. SS-1on meetings of board of Directors and SS-2 on General Meetings issued by Institute ofCompany Secretaries of India (ICSI) as per section 118(10) of the Act.

f. The Company has neither filed an application during the year underreview nor are any proceedings pending under the Insolvency and bankruptcy Code 2016 asat March 31 2022.

g. During the financial year there was no change in the nature ofbusiness of the Company.

Acknowledgement

The Directors wish to thank State bank of India Standard Charteredbank HDFC bank Kotak Mahindra bank Axis bank federal bank Punjab National bank andother banks & financial institutions for their continued support.

Your Company wishes to thank its customers suppliers and thecommunities around its plants for their continued support.

Your Company continues to have the full co-operation of all itsemployees. The Directors would like to place on record their appreciation of the effortsof the employees in controlling costs and improving the profitability of the Company.

On behalf of the board of Directors
S Ram
Chennai Chairman
May 20 2022 DIN: 00018309

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