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EQUITY - MARKET SCREENER

Ashok Leyland Ltd
Industry :  Automobiles - LCVs / HCVs
BSE Code
ISIN Demat
Book Value()
500477
INE208A01029
21.9352509
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
ASHOKLEY
0
36004.24
EPS(TTM)
Face Value()
Div & Yield %
0
1
0.49
 

As on: May 16, 2022 04:50 PM

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 for the financial year ended March 31, 2021.

FINANCIAL RESULTS

Rs in Crores

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Revenue from operations 15,301.45 17,467.47 19,454.10 21,951.27
Other Income 119.50 123.34 131.16 107.83
Total Income 15,420.95 17,590.81 19,585.26 22,059.10
(Loss) / Profit Before tax (411.91) 361.92 (67.08) 739.16
Less: Tax expenses (98.23) 122.40 2.52 279.36
(Loss) / Profit After tax (313.68) 239.52 (69.60) 459.80
Balance profit from last year 3,768.20 4,845.91
Profit available for appropriation 3,454.52 5,085.43
Appropriation:
Dividend paid during the year - 1,056.80
Corporate Dividend tax thereon - 213.44
Transition adjustment and other adjustment - (0.69)
Other Comprehensive (Income) / Loss arising from remeasurement of defined benefit obligation (net of tax) (5.39) 47.68
Balance of profit carried to Balance sheet 3,459.91 3,768.20
Earnings per share (Face value of Rs 1/-)
- Basic and diluted ( ' ) (1.07) / (1.07) 0.82 / 0.82 (0.56) / (0.56) 1.15 / 1.15

COMPANY'S PERFORMANCE

The adverse economic impact of the COVID 19 pandemic across sectors characterized the performance of business and industry last year. The Commercial Vehicle sector was no exception. Though there were green shoots in some segments for a brief period, there were additional challenges caused by introduction of more expensive BS6 emission, more prudent credit calls in financing and regional movement restrictions. During the last quarter, when sentiments seemed to look up, global shortage of semiconductors and the second wave of COVID which extended to the rural areas, triggered a setback for the CV business. In line with industry trends, your Company had to resort to selectively plant shut down due to lockdown and low demand as needed. While vaccination drive is expected to be positive, the period of recovery to pre-Covid era is uncertain and the plans for Company during 2021-22 are being carefully calibrated with emphasis on capability building.

The overall total industry volume (TIV) of commercial vehicle market in India posted a drop of 20.8% YoY, constituting a 28.4% drop in the M&HCV segment & 17.3% drop in the LCV segment. Sale to International Operations fell by 16.6% over last year driven by 21.4% fall in M&HCV and 13.8% fall in LCV. Your Company sold 46,043 M&HCVs in the domestic market (2,723 M&HCV Buses and 43,320 M&HCV Trucks including Defence vehicles), lower by 35.5% over the previous year. LCV

with sales of 46,671 vehicles posted a modest growth of 3.9% over the previous year. Your Company achieved market share of 28.6% in M&HCV.

Introduction of innovative i-Gen6 technology in BS6, successful launch of the modular AVTR range and a new Global platform Phoenix in record time are the product highlights of last year. The first product on this global LCV platform was the Bada Dost which helped your Company gain market share by 2.1% and increased volume by 5% despite a 17.3% drop in total industrial volume (TIV) in its segment.

Your Company set a record in FY2020-21 with an all-time high volume of 23,923 engines despite negligible sale in the first quarter due to lockdown. Your Company is proud to complete the execution of 500 Stallion 4x4 water bowsers and 100 ambulances in record time of 3 months under emergency procurement of Indian Army. Aftermarket business of your Company continued to deliver profitable growth last year. Early interventions at spare parts warehouses and with Supplier partners ensured continuation in supply chain and revenue reached pre-Covid levels. Aftermarket channel saw record participation from independent garages and ended the year with highest ever number of exclusive retail parts store for fifth year in a row. Service function achieved its highest service market share and continues to improve penetration in service products.

During the year under review, your Company conducted vaccination drives for executives and their family members. In addition to the availability of the doctors at various locations, your Company has also given the facility to get the consultation of the doctors digitally - telecall, video call or sms. Initiatives like health and wellness sessions for the employees on covid related issues has had its positive impact on the overall business environment in the Company.

Your Company has in place an emergency response team which works round the clock to ensure the physical and emotional well-being of the employees. Covid wardens have been formed wherein employees in each location who along with their teams ensure that the safety protocols defined are adhered to strictly, have been instituted.

Beyond our employees, your Company reached out to the communities in plant locations as well in communities in and around the RTS schools in various ways like creating awareness on COVID-19, health screening, disinfection of public road in villages, distribution of ration kits, supply of cooked food to health and sanitation staff through kitchens operated in all plants, food supply for migrant labour, providing sanitizers, PPE's.

Your Company has also contributed towards Covid relief initiatives in the form of donations to Tamilnadu Chief Ministers Relief Fund and also invested in setting various facilities at our factory locations in connection with Covid-19 initiatives.

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

SHARE CAPITAL

During the year under review, there were no changes to the share capital. The issued and paid up share capital of the Company consist of 2,935,527,276 shares of face value Rs 1/- each amounting to Rs 2,935,527,276/- as on the date of the report.

DEBENTURES

During the year under review, your Company has issued and allotted on private placement basis, secured redeemable non-convertible debentures (NCDs) aggregating to Rs 600 Crores. The funds raised through NCDs have been utilised for capital expenditure and general corporate purposes.

DIVIDEND

The Dividend Distribution Policy framed in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is ("SEBI" Listing Regulations) appended to this report and is hosted on the Company's website at https://www.ashokleyland.com/backend/in/ wp-content/uploads/sites/2/2021/01/Dividend Distribution Policy.pdf

In line with the policy, your Directors have recommended a dividend of Rs 0.60/- per equity share of Rs 1/- each for the financial year ended March 31, 2021. The dividend will be paid involving an outflow of Rs 176.13 Crores.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company 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 the amount available for appropriation.

FINANCE

Long term funding

(a) Secured Non-Convertible Debentures (NCDs):

During the year, your Company has placed NCDs to the extent of Rs 600 Crores. No redemption of NCDs were made during the year.

(b) Rupee Term Loans:

Fresh secured rupee term loans of Rs 500 Crores were availed during the year. No repayment fallen due during the year.

(c) External Commercial Borrowings (ECBs):

During the year under review, your Company repaid ECB loan instalments that fell due, amounting to USD 26.66 Mn on the due dates. Fresh ECB loan of SGD 27.20 Mn was availed during the year.

As at March 31, 2021, Long term borrowings stood at Rs 2,576.52 Crores as against Rs 1,572.54 Crores on March 31, 2020.

HUMAN RESOURCES

The financial year of 2020-21 began with a full-blown pandemic. Your Company seamlessly migrated to a virtual environment of working from home (WFH). Your Company collaborated with employees to drive productivity and morale during the difficult period. The digital platform enabled family engagement and simultaneous events across your Company.

Your Company shifted gears from the three levers - Culture, Capability, and Capacity of people framework to 6 levers - Culture, Capability, Capacity, Compassion, Collaboration and Contribution to meet dynamic business requirements and to continue towards building a high performing and caring organisation.

Some of the key People initiatives undertaken during the year include:

• a ViBE pulse survey to gauge the pulse and customize engagement accordingly.

• deployed a Virtual Engagement Framework that included - Learning & Development, Family Engagement and Health & Wellness as its three pillars.

• to engage all employees of AL and keep them connected to several initiatives such as AL Rocks (a musical challenge), AL Fitness Challenge, 5 S Challenge, Health & Wellness Talks, Emotional wellbeing seminars, Eye Care Session, Tabata workshop, Visualization (mindfulness) workshop and many others were conducted.

• opened up the possibility of volunteering from homes and we have had employees volunteering for International Girl Child Day, Story-telling, Global Handwashing Day, Children's day, Republic Day and many other events of Road to School project of CSR.

• several L & D modules have been rolled out to ensure continuous learning of executives in your Company.

• successfully launched DigitAL - AL Digital Academy aimed at developing digital competencies across AL.

• programs on Project management, Personal effectiveness program for women executives, COVID awareness drive (BE ALERT), Gamified simulation (Knolskape), Leaders talk series (Internal and external). To sustain a safe and secure workplace, programs such as POSH (Prevention of Sexual Harassment) and Information Security Awareness.

• trained people through Gamification and Simulations for better retention of knowledge and skills.

• continued investing in future by launching the Young Talent Program (YTP) with selected executives.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to Corporate Governance guidelines, as laid out in SEBI Listing Regulations. All the Directors and the Senior Management personnel have affirmed in writing their compliance 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 and Chief Executive Officer in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel.

The Company has obtained a certificate from a practising Company secretary confirming compliance, as per SEBI Listing Regulations. The Certificate in this regard is attached as Annexure D to this Report.

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

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Your Company constituted the Environmental, Social & Governance (ESG) Committee during June 2021 headed by Mr. Jose Maria Alapont with Mr. Saugata Gupta, Dr. C. Bhaktavatsala Rao, Mr. Jean Brunol and Mr. Vipin Sondhi as Members. The role of this ESG Committee will be to provide appropriate oversight and guidance in the Company's journey on organization-wide ESG initiatives, priorities, and leading ESG practices. This Committee will help your Company to accelerate adoption of leading ESG practices into the business and bring added focus on being sustainable and socially responsible. The endeavor is to create sustainable opportunities for people, businesses and communities that the Company work with.

EMPLOYEE HEALTH & SAFETY

The end of the financial year 2021 was marked by the COVID-19 crisis which not only impacted livelihoods but also lives as well, and this crisis has extended for a period beyond a year. Your Company swung into action at the very onset of the pandemic by forming an Emergency Response Team at the apex level comprising of senior leaders from diverse streams. The ERT's primary objective has been to focus on the health and safety of employees and their family members through interventions as appropriate which included measures such as "Work from Home" policy, access to qualified medical practitioners, setting up of a dedicated help-line to address physical as also emotional well-being. Your Company continues to monitor the well-being of its workforce and has taken several measures to engage with and provide timely support to the families that were affected by the pandemic, as also going beyond to reach out the extended ecosystem as a part of the welfare initiatives.

Your Company is committed to build an Environment, Health and Safety culture and has formed an "Environment, Health and Safety council" (EHS) at the apex level, which is chaired by Director who is the Occupier of the Factory. The EHS council reviews all safety incidents both reportable as also near-miss events every month, and proactively identifies measures to strengthen safety practices across its manufacturing locations. Your Company has also rolled-out a comprehensive EHS policy reiterating its commitment to protect the Environment, Health and Safety of its employees and other stakeholders.

BUSINESS RESPONSIBILITY REPORT

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

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act") and SEBI Listing Regulations the Consolidated Financial Statements prepared in accordance with the Indian Accounting Standards, notified under the Act is attached to this report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has 26 Subsidiaries, 5 Associates and 2 Joint ventures as on March 31, 2021. Hinduja Leyland Finance Limited ("HLFL") is a material subsidiary of the Company.

Consequent to the acquisition of 58,500,000 shares of Rs 10/- each of Hinduja Tech Limited ("HTL") from Nissan International Holding BV, HTL has become a wholly owned subsidiary of the Company.

Consequently, Hinduja Tech (Shanghai) Co., Limited also became step down Subsidiary of the Company.

During the year under review, the Company has incorporated a wholly owned subsidiary in the name of Vishwa Buses and Coaches Limited to carry on the business of bus body building.

The Company and HLFL have jointly incorporated a new Company with fifty per cent holding each in the name of Gro Digital Platforms Limited (GDPL) during April 2021.

During the year under review, Optare Group Limited, UK the step-down subsidiary of the Company has changed its name to Switch Automotive Limited. During June 2021, Switch Automotive Limited has acquired the entire holding in Switch Mobility Automotive Limited, India ("SMAL"). Hence SMAL has become a step-down subsidiary of the Company.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in the notes to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries, Associates and Joint Ventures in Form 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 the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at their meeting held on August 12, 2020, had appointed Dr. C Bhaktavatsala Rao (DIN: 00010175) ("Dr. C B Rao") as an Additional Director on the Board of the Company up to the date of the Annual General Meeting ("AGM") i.e., September 2, 2020. Since the appointment of Dr. C B Rao as an Additional Director was approved by the Board on August 12, 2020, which was subsequent to the circulation of the Notice of AGM, his appointment as a Director could not be placed before the shareholders for their consideration and approval at the AGM held on September 2, 2020, considering the short notice period to the shareholders to review and approve the resolutions. In view of the above, Dr. C B Rao's office as an Additional Director automatically ceased to exist on September 2, 2020 as per the provisions of Section 161 of the Companies Act, 2013. The Board of Directors of the Company through circular resolution, have unanimously approved the appointment of Dr. C B Rao as an Additional Director (non-executive, non-independent) on the Board of the Company with effect from September 2, 2020 (after the conclusion of the AGM held on September 2, 2020), subject to the approval of the shareholders. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from a Member, proposing his candidature for the office of Director.

Mr. Jose Maria Alapont was appointed as an Independent Director on the Board of Directors of the Company for the first term till January 24, 2022 pursuant to the provisions of Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014. The Nomination and Remuneration Committee ("NRC") of the Board of Directors, based on the report of performance evaluation of Independent Directors, has recommended the re-appointment of Mr. Jose Maria Alapont as an Independent Director for a second term of five consecutive years on the Board of the Company from January 25, 2022 to January 24, 2027.

Dr. Andrew C Palmer was re-appointed as an Independent Director of the Company by the shareholders at the Annual General Meeting held on September 2, 2020 for a period of five years till November 3, 2025. On account of his decision to take up a whole-time position in a subsidiary of the Company, he resigned as an Independent Director from the Company on July 1, 2021. The Board wishes to place on record its appreciation for the valuable contribution made by Dr. Andrew C Palmer during his tenure as Independent Director. Considering his rich experience in the auto industry, the Board through circular resolution dated July 7, 2021 had approved the appointment of Dr. Andrew C Palmer as an Additional Director (non-independent) of the Company. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 ("Act") and Article 106 of the Articles of Association of the Company, Dr. Andrew C Palmer shall hold office up to the date of the ensuing Annual General Meeting and is eligible to be appointed as a Director. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from a Member, proposing his candidature for the office of Director.

The Independent Directors of the Company have submitted a declaration under Section 149(7) of the Act that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, Mr. Jose Maria Alapont fulfill the conditions for appointment as an Independent Director as specified in the Act and the SEBI Listing Regulations. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company https://www.ashoklevland.com/in/en/investors/investor-information/ compliances-under-the-companies-act-2013.

Mr. Gopal Mahadevan, Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment.

The resolutions seeking approval of the Members for the reappointment of Mr. Gopal Mahadevan as Director, appointment of Dr. C Bhaktavatsala Rao as Director, Dr. Andrew C Palmer as Director and re-appointment of Mr. Jose Maria Alapont as an Independent Director of the Company have been incorporated in the Notice to the AGM of the Company along with brief details about them.

The Company has also disclosed the Director's familiarization programme on its website https://www.ashokleyland.com/in/en/ investors/investor-information/familiarization-to-directors

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement 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 Managerial Personnel of the Company are Mr. Vipin Sondhi, Managing Director and Chief Executive Officer, Mr. Gopal Mahadevan, Wholetime Director and Chief Financial Officer and Mr. N Ramanathan, Company Secretary.

AUDITORS

Price Waterhouse & Co Chartered Accountants LLP (FRN 304026E/ E-300009) Statutory Auditors of the Company hold office till the conclusion of seventy third AGM of the Company.

The Auditor's report to the shareholders on the standalone and consolidated financial statement for the year ended March 31, 2021 does not contain any qualification, observation or adverse comment.

COST AUDITORS

Pursuant to the provisions of Section 148(3) of the Act, the Board of Directors had appointed Geeyes & Co., (Firm Registration No.: 000044), as Cost Auditors of the Company, for conducting the audit of cost records for the financial year ended March 31, 2021.

The audit is in progress and report will be filed with the Ministry of Corporate Affairs within the prescribed period. A proposal for ratification of remuneration of the Cost Auditors for the financial year 2020-21 is placed before the shareholders for ratification/ approval.

The cost records as specified by the Central Government under subsection (1) of Section 148 of the Act, as required by the Company is maintained by the Company.

SECRETARIAL AUDITORS

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 engaged the services of Ms. B Chandra (CP No. 7859), Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2021. The Secretarial Audit report for the financial year ended March 31, 2021 in Form No.MR-3 is attached as Annexure G to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the financial year ended March 31, 2021 of the material subsidiary Hinduja Leyland Finance Limited is attacehd as Annexure H.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained annual secretarial compliance report from Ms. B Chandra

(CP No. 7859), Company Secretary in Practice, Chennai and the same will be submitted to the stock exchanges within the prescribed time limits. Hinduja Leyland Finance Limited, material subsidiary of the Company has obtained secretarial audit report from a practising Company secretary and it does not have any adverse remark.

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

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with section 134(3) of the Act, the Annual Return as on March 31, 2021 is available on the Companies website on https://www.ashokleyland.com/in/en/investors/ investor-information/performance-reports.

OTHER LAWS

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee. During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

The Company adheres to the Foreign Exchange Management Act, 1999 and the Regulations thereunder with respect to downstream investments made in its subsidiaries.

BOARD MEETINGS HELD DURING THE YEAR

During the year, seven meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure C to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2021, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) for the financial year ended March 31, 2021, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the financial year ended March 31, 2021;

c) that proper and enough care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract, motivate and retain competent individuals that the Company needs to achieve its strategic and operational objectives, whilst recognising the societal context around remuneration and recognizing the interests of Company's stakeholders.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Board's Report.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as Annexure B to the Board's Report.

ASHOK LEYLAND EMPLOYEE STOCK OPTION SCHEMES

During the year under review, the NRC has granted NIL options to the employees of the Company under the schemes. Disclosure with respect to AL ESOP 2016 and AL ESOP 2018 of the Company is attached as Annexure J to the Board's Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments under Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2020-21 are given in Note No. 3.8 of the Notes to the standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy and the same has been hosted on the Company's website https://www.ashokleyland.com/backend/in/wp- content/uploads/sites/2/2021/01/PolicvonRelatedPartyTransactions.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

There were no materially significant transactions with related parties during the financial year 2020-21 which were in conflict with the interest of the Company. Suitable disclosures as required under IND AS 24 have been made in Note No. 3.8 of the Notes to the standalone financial statements.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the

format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, refer to the Corporate Governance Report, which is a part of this report. The policy is available on the website 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 Regulations, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors Individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached as Annexure C to this report.

COMMITTEES

As on March 31, 2021, the Company has Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Investment Committee, Technology Committee and Fund Raising Committee.

Detailed note on the composition of the Board and its Committees are provided in the Corporate 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 the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 4 of the SEBI Listing Regulations and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee.

Brief details about the policy are provided in the Corporate Governance Report attached as Annexure C to this Report.

DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2021.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals 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 the following viz. a) adherence to Company's policies, b) safeguarding of assets, and c) that transactions are accurate, complete and properly authorized prior to recording. Details are 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) framework embodying the principles of COSO ERM, 2017 framework and ISO 31000 standard that fosters a sound risk management culture to facilitate informed decision making.

The ERM process is overseen by the Risk Management Committee of the Board, which is responsible to ensure that the Company has an appropriate and effective framework for managing and reporting significant enterprise risks.

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

The details of risk management as practised by the Company are provided as a part of the Management Discussion and Analysis Report which is attached as Annexure E to this report.

RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company continues to focus on Research and Development activities with specific reference to emission conformance, fuel efficiency, vehicular performance, innovation, futuristic technologies and enhancement of safety, aesthetics and ride comfort. Further development of the engine range and cabin is also a key result area. Expenditure incurred by way of capital and revenue on these activities is shown separately.

Information as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure A to this Report.

ACKNOWLEDGEMENT

The Directors wish to express their appreciation for the continued co-operation of the Government of India, Governments of various States in India, bankers, financial institutions, Shareholders, customers, dealers and suppliers and also, the valuable assistance and advice received from the joint venture partners, Hinduja Automotive Limited, the Hinduja Group and the shareholders. The Directors also wish to thank all the employees for their contribution, support and continued commitment throughout the year.

For and on behalf of the Board of Directors

London Dheeraj G Hinduja
June 24, 2021 Chairman