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, 2023.
FINANCIAL RESULTS
(Rs in Crores)
|
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
36,144.14 |
21,688.29 |
41,672.60 |
26,237.15 |
Other Income |
116.14 |
76.13 |
110.77 |
86.81 |
Total Income |
36,260.28 |
21,764.42 |
41,783.37 |
26,323.96 |
Profit/(Loss) before tax |
2,110.40 |
527.61 |
2,268.59 |
(199.59) |
Less: Tax expenses/(Credit) |
730.29 |
(14.22) |
906.93 |
85.86 |
Profit/(Loss) after tax |
1,380.11 |
541.83 |
1,361.66 |
(285.45) |
Balance profit from last year |
3,798.94 |
3,459.91 |
|
|
Profit available for
appropriation |
5,179.05 |
4,001.74 |
|
|
Appropriation: |
|
|
|
|
Dividend paid during the year |
(293.55) |
(176.13) |
|
|
Transition adjustment and
other adjustment |
|
|
|
|
Other Comprehensive
(Loss)/Income arising from remeasurement of defined benefit plan (net of tax) |
(10.36) |
(26.67) |
|
|
Balance of profit carried to
Balance sheet |
4,875.14 |
3,798.94 |
|
|
Earnings per share (Face value
of Rs 1/-) |
|
|
|
|
- Basic (Rs) |
4.70 |
1.85 |
4.23 |
(1.22) |
- Diluted (Rs) |
4.70 |
1.84 |
4.22 |
(1.22) |
Company's PERFORMANCE
In FY23, the Commercial Vehicle market (MHCV & LCV) in India
further grew by 34.3% YoY in total industry volumes (TIV) after increasing by 26.0% in the
previous year to 962,468 units from 716,566 units. This growth was led by 49.2% growth in
M&HCV segment which grew to 359,003 units from 240,577 units. The LCV segment grew by
26.8% to 603,465 units from 475,989 units in FY22.The growth this year was led by
M&HCV segment which grew faster while LCV segment grew by 26.8%. On the other hand,
the exports was less by 14.8% over last year at 78,645 units from 92,297 units last year.
Your Company sold 114,247 M&HCVs in the domestic market (10,767
M&HCV Buses and 103,480 M&HCV Trucks including Defence vehicles), registering a
growth of 75.5% over last year. LCV with sales of 66,669 vehicles grew by 27.7% over the
previous year.
Your Company's sale in M&HCV Trucks segment (excluding Defence
vehicles) in India grew by 68.6% to 102,753 units in FY23, as compared to 60,947 units in
FY22. Your Company launched key products in MHCV - Trucks (Domestic) that include Ecomet
Star 1815HE, the first-inindustry 2620 6X2 LA, Partner Super, 42T & 44T Tractors which
helped AL consolidate market position in respective segments. Your Company's sale in
M&HCV Bus segment (excluding Defence vehicles) in India grew significantly to 10,764
units in FY23, from 3,018 units in FY22 consequent to revival in bus demand. Your Company
launched key products in MHCV - Bus (Domestic) that include 13.5M Intercity coach, Oyster
ZX, Viking CNG, LS< CNG. Your Company launched RsELITERs - Key Account Engagement
Program for its MHCV customers while Digital Initiative RsLeyKartRs partnered with India
Post to service all pin-codes across India. The Aftermarket business showed a growth of
22.0% over last year. Your Company added 75 new outlets during the year, bringing the
total count
to 805 AL touch-points with continued focus on Northern and Eastern
regions of India.
In LCV, your Company achieved highest ever sales of 66,617 vehicles
registering a growth of 27.6% over last year with launches of two new products under the
Bada Dost platform - Bada Dost i1 (2.5T) & Bada Dost i2 (2.8T). FY23 saw launch of
several new initiatives like micro dealerships, rural marketing focus and support for used
vehicles, all of which are aimed at further increasing market penetration. 23 new
dealerships and 80 new secondary outlets were added taking the network coverage to a total
of 617 outlets. In IO, your Company grew marginally by 2.5% to 11,289 units in FY23, as
compared to 11,014 units in FY22. SAARC, which contributes to 56% of the sales, saw a 51%
drop in TIV. Most African countries too faced severe headwinds in terms of currency
depreciation and forex availability leading to severe cut in the import of CVs. On the
other hand, GCC was the market that grew by 55% in TIV, boosted by increased infra
spending backed by elevated crude oil prices and post-covid pent up demand for school
buses.
Your Company has achieved sales of 22,925 engines in Power Solutions
Business supported by new business development with corporates and equipment
manufacturers. Your Company supplied 782 units of completely built-up units (CBUs) in the
Defence segment. Some highlights include seeding BAGH variants in DGBR (Directorate
General Border Roads); Supply of Superstallion 4x4 (RIV - Rapid Intervention Vehicle) to
Indian Navy and delay in VFJ kits RFP due to MoD Policy change from direct indent to trade
route.
Highlights of performance are discussed in detail in the Management
Discussion and Analysis Report attached as Annexure F to this Report. During the year,
there has been no change in the nature of the business of the Company.
SHARE CAPITAL
During the year under review, the Nomination and Remuneration Committee
(NRC) issued and allotted 6,00,000 equity shares of face value Rs 1/- each upon exercise
of stock options granted under Ashok Leyland Employees Stock Option Plan 2016.
Consequent to the above allotment, the paid-up equity share capital of
the Company stands increased from Rs 2,935,527,276/- divided into 2,935,527,276 equity
shares of Rs 1/- each to Rs 2,936,127,276/- divided into 2,936,127,276 equity shares of Rs
1/- each.
DIVIDEND
In line with the policy, your Directors have recommended a dividend of
Rs 2.60/- per equity share of face value of Rs 1/- each for the financial year ended March
31, 2023 involving an outflow of Rs 763.39 Crores.
The Dividend Distribution Policy framed in line with Regulation 43A of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations") 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#toolbar=0
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 under review, no fresh NCDs were issued by your
Company. No redemptions were made during the year.
(b) Rupee Term Loans:
No fresh rupee term loans were availed during the year. Your Company
has repaid Rs 137.50 Crores on due dates as per the repayment schedule and terms of the
loan agreement.
(c) External Commercial Borrowings (ECBs):
During the year under review, your Company has not availed any fresh
ECBs. Your Company has repaid Rs 238.44 Crores on due dates as per the repayment schedule
and terms of the loan agreement.
As at March 31, 2023, Long term borrowings stood at Rs 2,913.47 Crores
as against Rs 3,245.25 Crores on March 31, 2022. Details pertaining to the credit rating
of the debt instruments are provided in the Corporate Governance report.
HUMAN RESOURCES
We at Ashok Leyland pride ourselves of providing opportunities
regardless of race, gender, ability and background. While our vision, mission and values
form the bedrock on which our promise is built, it is our strong and positive culture that
enables us to work towards
that common goal. We continue to groom talent with the requisite
competencies to empower them to perform their roles effectively, while we continue to
drive diversity, inclusion and equity in our workplace.
Some of the key people initiatives undertaken during the year include:
Defining the The Ashok Leyland Way" and the purpose
of Transforming Lives & Businesses through Leadership in Mobility". This
was cascaded to executives in the organization through selected Culture Champions, who
were trained on RsThe Ashok Leyland WayRs- Purpose, Culture and Values workshop. This was
further reinforced through a sustained RsinternalRs communication campaigns.
AL-Young Talent Program (AL-YTP) & AL-Emerging Leaders
Program (AL-ELP) was launched. Executives were selected through a rigorous three stage
assessment process and are undergoing a 12-month development journey. Learning journey
includes business critical projects, peer learning, outbound - experiential learning,
leadership interactions.
Building future ready talent through channelized Learning &
development was undertaken. Learning Sprint launched for cultivating a culture of learning
through quarterly learning weeks with talk shows by leaders, team-based learning events,
gamified simulations and new Learning experience platform by Disprz .
Nurtured an environment of Recognition and appreciation through
dedicated platforms for recognition like Functional excellence awards, Chairman Award,
Improve, Long Service Awards etc.
Targeted sessions on Health & Wellness like Yoga Sessions,
Session on Autism, Health check-ups, Doctors talks, Mindfulness & Meditation, Diabetes
care and Cancer awareness were conducted.
Long term settlement signed in Bhandara Unit, covering 372
associates, with specific clauses focusing on flexibility in operations, Quality, Safety,
Total employee involvement etc., linked with variable payment for Associates.
Bonus / Ex-gratia for FY22 concluded and memorandum of
understanding was signed covering 8 manufacturing plants.
EMPLOYEE HEALTH & SAFETY (EHS)
Your Company is committed to enhancing the EHS process maturity
continuously to embrace it as the culture of Ashok Leyland. All manufacturing plants were
assessed by CII on EHS process maturity which laid a foundation for learning and securing
13 CII EHS awards (3 - Gold, 4 - Silver, 2 - Bronze & 4 - special category) as part of
the EHS excellence. Through participation in various forums, your Company continues to
re-evaluate and assess its performance to reach the next level. Your Company initiated a
organisation-wide cross functional initiative Manthan" aimed at Operational
Excellence. Under this initiative your Company implemented strategies and programs to
build safety culture across AL. This has aided in reducing the risks and incidents of
personnel injuries.
Towards seamless execution of the EHS system and driving best EHS
practices across Ashok Leyland, RsCorporate EHS FunctionRs has been formed. As part of
setting up benchmark safety standards, your Company identified the Foundry Sriperumbudur
plant as a model plant and rigorous actions are in progress with the commitment across all
levels from workman to senior-most executive.
Your Company has instituted rigorous monitoring and review mechanism of
EHS performance through the EHS council meetings (inclusive of a Board member) on a
monthly basis. Health & Safety is monitored through tracking of leading and lagging
indicators.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standard of Corporate
Governance. 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 (MD & CEO) in terms of SEBI Listing Regulations
on the compliance declarations received from the Directors and the Senior Management
personnel and is attached as Annexure. The Corporate Governance Report is attached as
Annexure C to this Report.
The Company has obtained a certificate from a Practising Company
Secretary confirming compliance with the Corporate Governance requirements, as per SEBI
Listing Regulations. The certificate in this regard is attached as Annexure D to this
Report.
The certification from MD & CEO / Chief Financial Officer as
required under the SEBI Listing Regulations is attached as Annexure G to this Report.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
Your Company is committed to climate change targets and in this
endeavor, was one of the first auto companies to institute an ESG Committee at the Board
level to drive ESG initiatives right at the strategic level.
As part of a holistic approach to sustainability, your Company has
developed an ESG vision: To create and lead sustainable practices, across
Environment, Social and Governance initiatives, delivering outstanding stakeholder
value." This vision has been further operationalized to 10 Focus areas deep diving
individually in E, S, and G areas. Focus areas have been chosen based on a detailed
baselining and benchmarking exercise. Your Company believes sustainability is key to its
overall strategy and moving from compliance to competitiveness in the overall ESG
approach.
Your Company strives to bring technologically innovative and
operationally efficient commercial vehicles and products to our customers and as part of
that, took a major stride in developing technology on alternate fuels such as CNG,
Biofuel, and Hydrogen. As part of a special global EV-only organization Switch Mobility
focuses to democratize green mobility and towards zero carbon mobility.
It is equally clear that your Company meets the demand for these
efficient products through efficient manufacturing operations that are environmentally
more sustainable and socially responsible. Our ambition is to be at the forefront and lead
this through improving our energy productivity, increasing our renewable energy share,
reducing scope 1 and scope 2 Greenhouse gas emissions, water productivity, resource
efficiency, biodiversity, ergonomic practices, and conformance to global safety standards.
We aspire to extend this across our value chain of suppliers, dealers, and customers and
reduce our overall Scope 3 emissions in the long term.
As part of CSR, the community development initiative of Ashok
LeylandRss Road to School" focuses on education, health, hygiene, nutrition,
and facilities development in government schools that are situated in and around our
facilities. The vision of the Road to School program is to provide holistic
development opportunities focused on quality and inclusion leading to education as a
social leveler". As of end FY23, our Road To School" program had covered
1,373 schools and benefitted 150,786 students across 5 Indian states.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As stipulated under Regulation 34 of the SEBI Listing Regulations, the
Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken
by the Company from an environmental, social and governance perspective is attached as
Annexure K to this Report.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Section 129(3) of the Companies Act, 2013 (the
Act") and SEBI Listing Regulations, the Consolidated Financial Statements prepared in
accordance with the Indian Accounting Standards prescribed by the Institute of Chartered
Accountants of India, is attached to this report.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company has 35 Subsidiaries, 6 Associates and 3 Joint Ventures as
on March 31, 2023. Hinduja Leyland Finance Limited (HLFL") is a material
unlisted subsidiary of the Company.
During the year under review, the Board of Directors of HLFL have
approved the Scheme of Merger by absorption of HLFL into NXTDIGITAL Limited, subject to
the receipt of approvals from statutory and regulatory authorities, respective
shareholders and creditors at a share exchange ratio of Twenty-five equity shares of face
value of Rs 10/- each of NXTDIGITAL for every Ten equity shares of face value of Rs 10/-
each held in HLFL. The merger is under progress and the updates on the same would be
intimated to the Stock Exchanges, as required under the SEBI Listing Regulations.
During the year, HLFL allotted equity shares to Qualified Institutional
Buyers on preferential basis. Consequently, the Company's shareholding in HLFL has
decreased from 68.80% to 60.42%.
During the year under review, Hinduja Tech Limited (HTL), a subsidiary
of the Company, acquired Drive System Design Limited (DSD), an award-winning and globally
trusted engineering consultancy known for developing innovative solutions for electrified
propulsion systems.
During the year, HTL allotted equity shares to Hinduja Automotive
Limited, U.K. on preferential basis. Consequently, the Company's shareholding in HTL
decreased from 98.76% to 74.25%. As at March 31, 2023, the Company's shareholding in HTL
stands at 73.83%.
The Company had also invested an amount of Rs 16.42 Crores in equity
shares of Ashley Aviation Limited (AAL), a wholly-owned subsidiary. Further, during the
year, AAL had redeemed preference shares of Rs 5.80 Crores issued to the Company. The
Company had also invested Rs 3.40 Crores in the equity shares of Vishwa Buses and Coaches
Limited, a wholly-owned subsidiary.
During 2021-22, the Company transferred its Electric Vehicle business
to Switch Mobility Automotive Limited (SMAL), step-down subsidiary of the Company on slump
sale basis through a Business Transfer Agreement. In March 2023, SMAL has settled the dues
under the Business Transfer Agreement including the slump sale consideration and the
interest accrued thereon aggregating to Rs 301 Crores through issuance of 3,01,00,000 8.5%
Non-Cumulative Non-Convertible
Redeemable Preference Shares of Rs 100/- each.
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 at https://www.ashokleyland.com/in/en/investors/investor-
information/performance-reports
The Company has formulated a Policy for determining Material
Subsidiaries. The Policy is available on the Company's website and can be accessed at https://www.ashokleyland.com/backend/in/wp-content/
uploads/sites/2/2023/05/Material-Subsidary-Policy.pdf#toolbar=0
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the Board of Directors at their meeting
held on December 8, 2022 had appointed Mr. Shenu Agarwal (DIN: 03485730) as the Managing
Director and Chief Executive Officer of the Company for a period of 5 years with effect
from December 8, 2022 to December 7, 2027, which was approved by the Members through
Postal Ballot on January 21, 2023.
Dr. Andrew C Palmer, Non-Executive Non-Independent Director of the
Company resigned from the Board with effect from November 3, 2022. The Board wishes to
place on record its appreciation for the valuable contributions made by him to the Board
and the Company during his tenure.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence prescribed
under the Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations
and they have registered their names in the Independent DirectorsRs Databank. Further,
there has been no change in the circumstances which may affect their status as Independent
Director during the year. The terms and conditions of appointment of the Independent
Directors are placed on the website of the Company at
https://www.ashokleyland.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 his re-appointment has
been incorporated in the Notice convening the AGM of the Company along with brief details
about him.
The Company has disclosed the DirectorRss familiarization programme on
its website at https://www.ashokleyland.com/in/en/investors/
investor-information/familiarization-to-directors
During the year, Non-Executive Directors 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. Shenu Agarwal, Managing Director and Chief
Executive Officer, Mr. Gopal Mahadevan, Whole-time Director and Chief Financial Officer
and Mr. N. Ramanathan, Company Secretary.
DIRECTORSRs 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, 2023, the applicable Accounting Standards had been followed along with
proper explanation relating to material departures;
b) for the financial year ended March 31, 2023, 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 profit of the Company for the financial year ended March 31,
2023;
c) 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) proper internal financial controls were followed by the Company and
that such internal financial controls are adequate and were operating effectively;
f) proper systems devised to ensure compliance with the provisions of
all applicable laws were in place and that such systems were adequate and operating
effectively.
AUDITORS
Statutory Auditors
The Board of Directors of the Company at their meeting held on May 19,
2022 re-appointed M/s. Price Waterhouse & Co Chartered Accountants LLP (FRN
304026E/E-300009) (PWC) as the Statutory Auditors of the Company for a second term of five
(5) consecutive years from the conclusion of 73rd AGM till the conclusion of 78th
AGM and was subsequently approved by the Members at their AGM held on July 29, 2022.
The Statutory AuditorRss report to the Members on the standalone and
consolidated financial statement for the year ended March 31, 2023 does not contain any
qualification, reservation, adverse remark or any disclaimer. During the year, there were
no instances of fraud reported by the Statutory Auditors as per Section 143(12) of the
Act.
Cost Records and Cost Auditors
During the year under review, in accordance with Section 148(1) of the
Act, the Company has maintained the accounts and cost records, as specified by the Central
Government. The Board of Directors had appointed M/s. 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, 2023. The audit is in progress and the report will
be filed with the Ministry of Corporate Affairs within the prescribed period.
The proposal for ratification of remuneration of the Cost Auditors for
the financial year 2022-23 is placed before the Members for ratification / approval.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act, read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board, at its meeting held on November 10, 2022 approved the appointment of Ms. B. Chandra
(ACS No.: 20879, CP No. 7859), Company Secretary in Practice, Chennai to conduct the
Secretarial Audit of the Company for the financial year ended March 31, 2023. The Company
has received consent from Ms. B. Chandra to act as the Secretarial Auditor of the Company.
The Secretarial Audit report for the financial year ended March 31,
2023 is attached as Annexure H to this Report. The Secretarial Audit
report does not contain any qualification, reservation, adverse remark or any disclaimer.
Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company
has obtained annual secretarial compliance report from Ms. B. Chandra, Company Secretary
in Practice, Chennai and the same will be submitted to the Stock Exchanges within the
prescribed time. The Secretarial Compliance Report also does not contain any
qualification, reservation, adverse remark or any disclaimer.
HLFL, a material unlisted subsidiary of the Company has obtained
Secretarial Audit Report from a Practising Company Secretary and it does not have any
qualification or adverse remark. The report is attached as Annexure I.
SECRETARIAL STANDARDS
The Board confirms compliance of the provisions of the Secretarial
Standards notified by the Institute of Company Secretaries of India (ICSI).
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with section 134(3) of
the Act, the Annual Return as at March 31, 2023 is available on the Company's website at
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 to consider and resolve all sexual
harassment complaints. Your Company has framed a policy in this regard to ensure a free
and fair enquiry process on complaints received from the women employee about Sexual
Harassment, also ensuring complete anonymity and confidentiality of information. During
the year under review, there were 2 complaints received / filed pursuant to the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and were subsequently disposed of, after following the due process as required
under the policy / Act.
DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999
With regard to the downstream investments in Indian Subsidiaries, the
Company is in compliance with applicable Rules and Regulations of Foreign Exchange
Management.
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.
REMUNERATION POLICY
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 Remuneration Policy provides a framework for remuneration of
Directors, Key Managerial Personnel, Senior Executives, other employees and workmen.
The Company's policy on directorsRs appointment and remuneration and
other matters provided in Section 178(3) of the Act is available in the website at https://www.ashokleyland.com/backend/in/wp-content/
uploads/sites/2/2021/07/Remuneration-Policy-1.pdf#toolbar=0
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 Boards Report.
ASHOK LEYLAND EMPLOYEE STOCK OPTION SCHEMES
During the year under review, the Nomination and Remuneration Committee
has not granted any options to the employees of the Company under the Ashok Leyland
Limited Employee Stock Option Plan 2016 and Ashok Leyland Limited Employee Stock Option
Plan 2018. Both these Schemes are in compliance with the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Disclosure with
respect to AL ESOP 2016 and AL ESOP 2018 of the Company is available in the website at https://www.ashokleyland.com/in/en/investors/investor-information/
performance-reports
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Act and Regulation 17(10) of the SEBI
Listing Regulations, the Board of Directors has carried out 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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE ACT
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 2022-23 are given in Note No. 3.8 of the Notes to the financial
statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In compliance with the Act and the SEBI Listing Regulations, the
Company has formulated a Policy on Materiality of Related Party Transactions and on
dealing with Related Party Transactions (RPTs) as approved by the Board which is available
on the Company's website and can be accessed at https://www.ashokleyland.com/backend/in/wp-
content/uploads/sites/2/2022/05/RPT-policy-AL.pdf#toolbar=0
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in ordinary course of business and on
an armRss length basis and were placed and approved by the Audit Committee. During the
financial year 2022-
23, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
provisions of the Act. Hence, the disclosure of related party transactions in Form AOC-2
is not applicable.
During the financial year 2022-23, there were no materially significant
transactions with the related parties, which were in conflict with the interests of the
Company and that require an approval of the Members in terms of the SEBI Listing
Regulations. Suitable disclosures as required under IND AS 24 have been made in Note No.
3.8 of the Notes to the financial statements.
During the year ended March 31, 2023, the approval of the Members was
obtained for the material RPTs (under SEBI Listing Regulations) to be entered into with
Switch Mobility Automotive Limited for the FY 2022-23 and with TVS Mobility Private
Limited for the FY 2022-23 and FY 2023-24.
The proposals with respect to Material RPTs (under SEBI Listing
Regulations) with Switch Mobility Automotive Limited for the FY 202324 and with TVS
Mobility Private Limited for the FY 2024-25 is placed before the Members at the
forthcoming AGM for approval.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The Company's CSR policy is available on the website of the Company at https://www.ashokleyland.com/backend/in/wp-content/uploads/
sites/2/2021/07/CSR-Policy.pdf#toolbar=0. The composition of the CSR Committee is
disclosed in the Corporate Governance Report. The initiatives undertaken by the Company on
CSR activities during the year are set out in Annexure J of this report. During the year
under review, the Company spent Rs 15.16 Crores on CSR activities which was over and above
over the requirement under the Act.
Further, the Board has taken on record the certificate from the head of
Financial Management that CSR spends of the Company for financial year 2022-23 have been
utilized for the purpose and in the manner approved by the Board of Directors of the
Company.
COMMITTEES
As at March 31, 2023, the Company has Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee,
Environmental, Social and Governance Committee, Corporate Social Responsibility Committee,
Technology and Investment Committee, Shares Committee and Fund-Raising Committee.
Details of 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 22 of the
SEBI Listing Regulations and in accordance with the requirements of SEBI (Prohibition of
Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on
Vigil Mechanism / Whistle Blower and the same is available on the Company's website at https://www.ashokleyland.com/backend/in/wp-
content/uploads/sites/2/2023/05/Whistle-Blower-Policy.pdf#toolbar=0
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, 2023.
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 and its
future operations.
OTHER CONFIRMATIONS
There is no application/proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year under review. Further, there are no instances of
one-time settlement with any Bank or Financial Institutions.
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
execution. Details are provided in Management Discussion and Analysis Report in Annexure F
to this report.
RISK MANAGEMENT
Your Company has established a robust Enterprise Risk Management (ERM)
framework embodying the principles of COSO ERM framework 2017 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.
The Risk Management process is currently handled by internal team
comprising of key members of Senior Leadership and core Business vertical heads who are
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 F
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. 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
Your Board takes this opportunity to thank the Company's employees for
their dedicated service and firm commitment to pursuing the goals and Vision of the
Company. Your Board also wishes to express its appreciation for the continued support of
the Government of India, Governments of various States in India, bankers, financial
institutions, 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 Members. We look forward to the continued support of
all the partners in our progress.
|
For and on behalf of the Board of
Directors |
Chennai |
Dheeraj G Hinduja |
23 May 2023 |
Executive Chairman |