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, 2024.
FINANCIAL RESULTS
('Rs in Crores)
|
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from operations |
38,367.03 |
36,144.14 |
45,790.64 |
41,672.60 |
Other Income |
246.57 |
116.14 |
140.58 |
107.11 |
Total Income |
38,613.60 |
36,260.28 |
45,931.22 |
41,779.71 |
Profit/(Loss) before tax |
3,792.18 |
2,110.40 |
4,106.07 |
2,264.93 |
Less: Tax expenses/(Credit) |
1,174.31 |
730.29 |
1,409.73 |
906.11 |
Profit/(Loss) after tax |
2,617.87 |
1,380.11 |
2,696.34 |
1,358.82 |
Balance profit from last year |
4,875.14 |
3,798.94 |
|
|
Profit available for appropriation |
7,493.01 |
5,179.05 |
|
|
Appropriation: |
|
|
|
|
Dividend paid during the year |
(2,216.87) |
(293.55) |
|
|
Transition adjustment and other adjustment |
|
|
|
|
Other Comprehensive (Loss)/Income arising from remeasurement of
defined benefit plan (net of tax) |
(11.10) |
(10.36) |
|
|
Balance of profit carried to Balance sheet |
5,265.04 |
4,875.14 |
|
|
Earnings per share (Face value of ? 1/-) |
|
|
|
|
- Basic (?) |
8.92 |
4.70 |
8.46 |
4.22 |
- Diluted (?) |
8.90 |
4.70 |
8.45 |
4.21 |
COMPANY'S PERFORMANCE
The Commercial Vehicle market (M&HCV & LCV) in India was almost flat with 0.6%
increase YoY in total industry volumes (TIV) after a strong FY23 when TIV rose by 34.3%.
M&HCV segment grew by 3.9% with M&HCV Buses growing by 38% while LCV segment
degrew by 1.5%. CV exports industry (exports out of India) degrew for the second year in
row by 16.3% over and above 14.8% decrease last year.
Your Company sold 1,16,069 M&HCVs in the domestic market (17,956 M&HCV Buses
and 98,113 M&HCV Trucks including Defence vehicles), registering a growth of 1.6% over
last year. LCV with sales of 66,633 vehicles was flat compared to the previous year.
Your Company's sale in M&HCV Trucks segment (excluding Defence vehicles) in India
degrew by 5.6% to 96,995 units in FY24, compared to 102,753 units in FY23. Your Company's
key product launches done in FY24 for M&HCV - Trucks (Domestic) include Ecomet Star
1915, 2820 G45 FES, N2825 EDPTO Transit Mixer. These have helped in consolidating market
position in respective segments. Your Company's sale in M&HCV Bus segment (excluding
Defence vehicles) in India grew by 67% to 17,956 units in FY24, as compared to 10,764
units in FY23 driven by high volumes of old buses replaced by STUs and post-Covid revival
in inter-city & mofussil segments. The key product launches done in FY24 for M&HCV
- Bus (Domestic) include Lynx Smart AC & Rear Air Suspension, Oyster Lite Chassis,
Viking with H6 NA CNG, Lynx Max. Your Company improved to 2nd place in Sales
& Service satisfaction in FY24 and is actively focused on serving the needs of
customers throughout the product life-cycle through its Aftermarket offerings. Your
Company added 134 new outlets and 1,000+ bays during the year with 15% of FY24 volumes
coming from new dealers.
In LCV, your Company achieved sales of 66,633 almost similar compared to last year.
During the year, your Company became the #2 player in the 2-3.5T segment overtaking Tata
Motors. FY24 saw launch of several new initiatives like Entrepreneur dealerships and
support for focus states, all of which will help us in the medium to long term in
increasing your Company's market penetration. 27 new dealerships and 118 new secondary
outlets were added taking the network coverage to a total of 148 primary & 582
secondary outlets. Your Company launched two new products under the Bada Dost platform -
Bada Dost CNG (2.8T) & Bada Dost special anniversary edition (3.5T) & one product
under the Dost Family - Dost+ CNG. In International Operations (IO), your Company grew by
5% to 11,853 units in FY24, as compared to 11,289 units in FY23. In FY24, due to the
ongoing geo-political conflicts, there was huge pressure on forex in anchor markets.
Bangladesh in particular, witnessed a 45% drop in TIV due to political unrest, currency
depreciation & acute shortages of forex. In Nepal & Sri Lanka, import restrictions
were imposed. On the other hand, GCC TIV grew by 25% supported by prebuy, which made GCC
stand out as the bright spot and contributed to 50% of IO volumes. Your Company made
significant strides in Africa with distributor appointment in 8 new territories.
Your Company achieved record sales of 32,374 engines in Power Solutions Business
growing by 41.2% compared to previous year, mainly driven by strong outperformance in
agricultural segment. In defence business, your Company supplied 1,116 units of completely
built up units (CBUs) and
818 VFJ kits during the year. Some highlights include Green channel certifications for
6 variants, order receipt for 1,128 nos. FAT 4x4 (Field Artillery Tractor) & 252 nos.
GTV 6x6 (Gun Towing Vehicle) under emergency procurement.
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 th business of the Company.
SHARE CAPITAL
During the year under review, the Nomination and Remuneration Committee (NRC) had
allotted 2,00,000 equity shares of face value '1/- each upon exercise of stock options
granted under Ashok Leyland Employees Stock Option Plan 2016. Further, the NRC had on May
23, 2024 allotted 1,00,000 equity shares of face value ' 1/- each upon exercise of stock
options granted under Ashok Leyland Employees Stock Option Plan 2016.
Consequent to the above allotments, the paid-up equity share capital of the Company
stands at '2,936,427,276/- divided into 2,936,427,276 equity shares of '1/- each.
DIVIDEND
The Board of Directors at their meeting held on March 25, 2024 declared an interim
dividend of '4.95/- per equity share for the financial year ended 31st March
2024 involving an outflow of '1,453.48 Crores. The Board at its meeting held on May 24,
2024 has recommended that the interim dividend be confirmed as the final dividend for the
FY 2023-24.
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 in the link as provided in page no.
72 of this Annual Report.
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 any amount to the General reserve out of the
profits available for appropriation.
FINANCE
Long term funding
(a) Non-Convertible Debentures (NCDs)
During the year under review, no fresh Non-Convertible Debentures (NCDs) were issued by
your Company. NCDs amounting to '600 Crores were redeemed during the year.
(b) Rupee Term Loans:
No fresh rupee term loans were availed during the year. Your Company has repaid '216.25
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 '288.73 Crores on due dates as per the repayment
schedule and terms of the loan agreement.
As at March 31, 2024, Long term borrowings stood at '1,771.31 Crores as against
'2,913.47 Crores on March 31, 2023. Details pertaining to the credit rating of the debt
instruments are provided in the Corporate Governance report.
HUMAN RESOURCES
At Ashok Leyland, we take immense pride in offering equal opportunities to individuals
regardless of their race, gender, abilities, or background. We consistently nurture
talent, equipping them with the necessary skills to excel in their roles. Simultaneously,
we remain dedicated to fostering diversity, inclusion, and equity within our workplace. As
we look back the last 7 decades, we have prevailed and shown our resilience, largely due
to our inherent Values. The Leadership Team, felt that it may be the time to introspect
and see if there is a need to repurpose AL - taking into account the dynamic business
landscape - and set footprints, for the next 75 years. Senior leadership team got together
to reimagine our purpose, values and culture for the future. The leadership team
deliberated and defined the Purpose aptly as "Transforming lives & Businesses
through Leadership in Mobility". As we pursue this Purpose, we have also identified 5
values that will underscore our Culture fundamentally. These are 1. Trust, 2. Agility, 3.
Innovation, 4. Customer Centricity and 5. Partnership. These 5 Values are non-negotiable
for Ashok Leyland. When we 'live' them as day-to-day Behaviors" they become our
Culture. The Ashok Leyland Way enables us to have a deeper meaning and connect with all
our stakeholders. It will act as the glue that binds the Ashok Leyland family much more
closely to drive superlative performance and help us command even greater affection from
the customers we serve and the wider communities around us.
SOME OF THE KEY PEOPLE INITIATIVES UNDERTAKEN DURING THE YEAR INCLUDE:
• Living the Ashok Leyland way - After cascading the Purpose, Values & Culture
to each and every executive, your Company laid the foundation towards building a strong
Culture with dedicated leadership involvement, Values based contests, creating excitement
through various Value engagements, etc. which led to living the Values. These were also
shared and celebrated across your organization through Value based awards, recognitions
and values stories in day-to-day affairs from across the organization.
• Future Leadership development - While we continue to run our flagship leadership
programs such as AL-Young Talent Program (AL-YTP) & AL-Emerging Leaders Program
(AL-ELP), we went a step ahead in creating strong pipelines of leadership at senior levels
through curated succession planning and development. This would be taken further into the
organization over the coming years to institutionalize succession plans.
• Your organization celebrated 75th year anniversary with participations from
across various internal and external stakeholders, leaving a lasting impression. Your
organization had various sports and cultural events which commemorated the anniversary and
creating sweet memories.
• Employee wellbeing is at the forefront of people management practices at Ashok
Leyland. The various sessions around health & wellness, awareness sessions, curated
benefits to motivate the employees are all testaments of the same.
• We fostered an atmosphere of recognition and appreciation
through specialized events such as Functional Excellence Awards, the Chairman's Awards,
and Long Service Awards.
• Successfully signed the Bhandara TPCL LTS and Bonus agreement.
• Bonus / Ex-gratia for FY23 concluded and memorandum of understanding was signed
covering 8 manufacturing plants.
EMPLOYEE HEALTH & SAFETY (EHS)
Your Company is dedicated to continuously improving its EHS process maturity to embed
it deeply into the Company's culture. All manufacturing plants underwent assessments by
CII on EHS process maturity and secured 13 CII EHS awards (3 - Gold, 4 - Silver, 2 -
Bronze & 4 - special category). Through active participation in various forums, the
Company continually evaluates and enhances its performance to progress further.
The "Manthan 2.0" initiative, initiated by your Company last year focusing on
Operational Excellence Company-wide with the aim of 'Zero Harm' is progressing well with a
reduction of Occupational injury by 22% in FY24 compared to FY23. Through this initiative,
DE-RISK strategy were formed and programmes were implemented to foster a safety culture
across Ashok Leyland, resulting in a reduction of risks and incidents of personnel
injuries.
The corporate EHS function established last year has been strengthened to form two
distinct verticals namely, Environment and Health and Safety. This ensured seamless
execution of the EHS system and promote best practices throughout the Company. The Foundry
Sriperumbudur and Hosur -3 (CPPS) Plants were identified as model plants and comprehensive
actions are underway with commitment at all levels, from frontline workers to senior
executives.
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.
Environment Metrics are in alignment with short term and long-term goals. Health &
Safety is monitored through tracking of leading and lagging indicators.
Progressing on “Zero Harm", your Company initiated a technique of circulating
“EHS bites" on various themes to enlighten the larger audience of both employees
as well as contractor and other service providers. Top management made it a point to check
the awareness level during their visit to various plants.
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 on efforts to integrate sustainable practices, adapt to
changing market dynamics and meet evolving stakeholder expectations while also providing
enhanced disclosures that underscores our dedication to various aspects of ESG. Your
Company endeavours to be at the forefront of the sustainability agenda by engaging with
multiple stakeholders at COP28 and many other leading forums and pioneering several
initiatives within its ecosystem. Towards aligning with the ESG vision, focus areas and
ESG policy, your Company has identified ESG metrics with specific targets cascaded to
functions and businesses and aligned to leadership KRA's.
Ashok Leyland has committed not only on a standalone basis but also on behalf of its
subsidiaries ESG commitments of Carbon neutral operations by 2030 and Net Zero by 2048.
Your Company empaneled to RE100 by committing to 100% Renewable electricity by 2030 and
committed to Science Based Targets Initiative (SBTi) where your Company has given
acceptance of intent to set a science-based target.
Your Company has developed multiple technologies to transition towards complete array
of alternate fuel products / new Energy such as Battery Electric, Hydrogen ICE, Fuel Cell,
LNG and CNG. Your Company showcased an impressive array of future-ready vehicles such as
9m Hydrogen Fuel Cell Bus, AVTR LNG 6x4 Tractor, 55T EV Tractor and Switch IeV4 Electric
LCV, 14T Boss Electric Truck in the Bharat Mobility Expo held in February 2024 at New
Delhi, India. Towards democratizing zero carbon mobility global EV-only organization,
Switch Mobility has clocked over 100 million green kilometers around the globe enriching
lives through green mobility. On the sustainable manufacturing front, your Company has
focused on sustainable water management initiative towards reducing the water intensity,
conducting energy audit, and improving energy productivity, augmenting roof top &
solar park capacity, objective assessment of carbon sequestration through afforestation
and progressing on zero waste to landfill status. Your Company plans to extend the same to
the upstream and downstream processes to the suppliers and dealers in FY25. Your Company
has finalised the tie-up with Registered Vehicle Scrapping Facility (RVSF) placing AL in a
strategic position on our road to circularity and reducing our environmental footprint.
Towards providing holistic development opportunities, your Company has transformed the
lives of 1,91,858 students from 1,719 schools across 7 states as part of the Road to
School and Road to Livelihood initiatives.
Your Company's commitment to Corporate Governance goes beyond mere conformity with
regulatory and legal mandates. Your Company implemented and disclosed comprehensive set of
policies on the website towards improving the transparency. Also, your Company has
disclosed the ESG profile in the ESG microsite (ESG world).
Your Company has also focused improved disclosures taking part in the active ESG rating
program of S&P Corporate sustainability assessment (DJSI - Dow Jones Sustainability
index) and made a 2x improvement in score from 25 in FY22 to 53 in FY23. In addition to
this, Sustainalytics has rated your Company with a score of 13.4 which is low risk.
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 J 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 34 Subsidiaries, 6 Associates and 4 Joint Ventures as on March 31,
2024. Hinduja Leyland Finance Limited (“HLFL") is a material subsidiary of the
Company.
During the year under review, the Company had acquired 100% stake of OHM Global
Mobility Private Limited (OHM India) from OHM International Mobility Limited, UK, for a
nominal consideration of '1 Lakh, making it a wholly owned subsidiary of the Company. The
Company further invested a sum of '299.99 Crores in OHM India during the year.
During the year, the Company and TVS Mobility Private Limited had formed a joint
venture Company namely TVS Trucks and Buses Private Limited (TVS Trucks), and the Company
had invested a sum of '24.95 Crores thereby contributing to the extent of 49.90% of paid
up share capital of TVS Trucks.
During the year, the Company had invested a sum of '1,200 Crores in Optare Plc., UK,
thereby increasing its stake in Optare Plc., to 92.59%.
During the year, the Company had incorporated a wholly owned subsidiary namely, Ashok
Leyland Foundation, a company registered under Section 8 of the Act, for carrying out CSR
activities.
During FY 2022-23, the Board of Directors of HLFL had approved the Scheme of Merger by
absorption of HLFL into NXTDIGITAL Limited (currently NDL Ventures Limited), subject to
the receipt of approvals from various statutory and regulatory authorities, respective
shareholders and creditors, at a share exchange ratio of Twenty-five equity shares of face
value of '10/- each of NDL Ventures Limited for every Ten equity shares of face value of
'10/- each held in HLFL. In this regard, HLFL has obtained a No-Objection Certificate from
the Reserve Bank of India. Subsequently, NDL Ventures Limited has also applied to the
Reserve Bank of India for registration as a Non-Banking Financial Company (NBFC), which is
currently under process.
During the year, the Company had invested an amount of '4 Crores in equity shares of
Ashley Aviation Limited (AAL), a wholly owned subsidiary, '15 Crores in Gro Digital
Platforms Limited, a subsidiary, '20.37 Crores in equity shares of Ashok Leyland Defence
Systems Limited (ALDS), an Associate and '3.40 Crores in the equity shares of Vishwa Buses
and Coaches Limited, a wholly owned subsidiary.
On April 15, 2024, Hinduja Tech Limited (HTL) had allotted 5,12,12,923 Series A, 0.005%
Compulsorily Convertible Preference shares (CCPS) at '76.55/- per share totalling to
'392.03 Crores with voting rights and 10 equity shares at face value of '10/- per share
and premium of '66.55/- per share totalling to '765.50 to Gandaraditya Chola. The Company
has not sold / purchased any shares in HTL. However, consequent to the issue of above
CCPS, the Company's total shareholding (voting rights) in HTL stands reduced to 58.75%
from 73.22%, assuming maximum conversion ratio of 1. Further to this, HTL had on April 26,
2024, redeemed 2,39,00,000 Preference shares of '10/- issued to 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 in the
link as provided in page no. 72 of this Annual Report.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy
is available on the Company's website in the link as provided in page no. 72 of this
Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors at their meeting held on May 24, 2024 have re-appointed Mr. Dheeraj G Hinduja as
Executive Chairman, liable to retire by rotation, for a period of two years with effect
from November 26, 2024, subject to the approval of the shareholders at the ensuing Annual
General Meeting (AGM). Further, the Board has also re-appointed Mr. Saugata Gupta as an
Independent Director for a second term of five years commencing from November 8, 2024,
subject to the approval of the shareholders at the ensuing AGM.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors at their meeting held on May 24, 2024 have appointed Dr. Venkataramani Sumantran
(DIN: 02153989) as an Additional Director (Non-Executive, Independent) of the Company
w.e.f. May 24, 2024, for a first term of five consecutive years, subject to the approval
of the shareholders at the ensuing AGM.
The Nomination and Remuneration Committee at its meeting held on May 23, 2024 has
recommended the appointment of Mr. Thomas Dauner as an Additional Director (Non-Executive,
Independent) of the Company subject to allotment of Director Identification Number (DIN).
The Board of Directors at their meeting held on May 24, 2024 have accorded approval to
apply for DIN.
Mr. Shom Ashok Hinduja, Director retires by rotation at the forthcoming 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 Board has re-designated and re-appointed Mr. Gopal Mahadevan as Director -
Strategic Finance and Merger & Acquisition, liable to retire by rotation, for a period
of two years from May 24, 2024. The re-appointment of Mr. Gopal Mahadevan is subject to
the approval of the shareholders at the ensuing AGM. Mr. Gopal Mahadevan would cease to be
the Chief Financial Officer of the Company as on the closing hours of May 31, 2024. Based
on the recommendation of the Nomination and Remuneration Committee and the Audit
Committee, the Board of Directors at their meeting held on May 24, 2024 appointed Mr. K M
Balaji as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f.
June 1, 2024.
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
Directors' Databank. Further, 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,
the Independent Directors appointed are persons of high repute, integrity and possesses
the relevant expertise, experience and proficiency. The terms and conditions of
appointment of the Independent Directors are placed on the website in the link as provided
in page no. 72 of this Annual Report.
The Company has disclosed the Director's familiarization programme on its website in
the link as provided in page no. 72 of this Annual Report.
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 and and corporate action
entitlements in their capacity as Members of the Company. Pursuant to the provisions of
Section 2(51) and 203 of the Act, as on the date of this report, the Key Managerial
Personnel of the Company are Mr. Shenu Agarwal, Managing Director and Chief Executive
Officer, Mr. Gopal Mahadevan, Director - Strategic Finance and Merger & Acquisition
and Chief Financial Officer and Mr. N. Ramanathan, Company Secretary.
The term of Prof. Dr. Andreas H Biagosch (DIN: 06570499), Mr. Jean Brunol (DIN:
03044965) and Mr. Sanjay K Asher (DIN: 00008221) as Independent Directors would conclude
on July 25, 2024.
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,
2024, the applicable Accounting Standards had been followed along with proper explanation
relating to material departures;
b) for the financial year ended March 31, 2024, 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, 2024;
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; and
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 Auditor
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 Auditor's report to the Members on the standalone and consolidated
financial statement for the year ended March 31, 2024 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 Auditor
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, 2024. The audit is in progress and the report will be filed
with the Ministry of Corporate Affairs within the prescribed period.
The remuneration of the Cost Auditors for the FY 2023-24 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 9,
2023 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, 2024.
The Secretarial Audit report for the financial year ended March 31,
2024 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.
The Secretarial Audit of HLFL, the material subsidiary for the Financial Year 2023-24
has been duly completed. However, the Secretarial Audit Report is yet to be approved by
the HLFL Board. HLFL has confirmed that the Secretarial Audit Report does not contain any
qualification or adverse remark in writing.
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, 2024 is available on the Company's website in the link as
provided in page no. 72 of this Annual Report.
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 employees 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 out of
which 1 has been resolved after following the due process as required under the policy /
Act and 1 is pending.
DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999
Your Company is in compliance with applicable Rules and Regulations of Foreign Exchange
Management with regard to Downstream Investments made by it.
BOARD MEETINGS HELD DURING THE YEAR
During the year, ten 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 directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act is available on the Company's website in the link as
provided in page no. 72 of this Annual 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 Nomination and Remuneration Committee ('the
Committee') of the Company has, by way of Circular Resolution passed on February 28, 2024,
approved the allotment of 2,00,000 equity shares of face value '1/- each upon exercise of
stock options granted under Ashok Leyland Employees Stock Option Plan 2016. Subsequently,
the Committee at its meeting held on May 23, 2024, approved the allotment of 1,00,000
equity shares of face value '1/- each upon exercise of stock options granted under Ashok
Leyland Employees Stock Option Plan 2016.
During the year, 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 (AL ESOP 2016 and AL ESOP
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 on the Company's
website in the link as provided in page no. 72 of this Annual Report.
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 FY 2023-24 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
in the link as provided in page no. 72 of this Annual Report.
All contracts / arrangements / transactions entered into by the Company during the
financial year with related parties were in ordinary course of business and on an arm's
length basis and were placed and approved by the Audit Committee. During the FY 202324,
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 FY 2023-24, 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, 2024, the approval of the Members was obtained for the
material RPTs (under SEBI Listing Regulations) to be entered by the Company with (1)
Optare Plc. for the FY 2023-24 (2) Switch Mobility Automotive Limited for the FY 2023-24
(3) TVS Mobility Private Limited for the FY 2024-25 (4) between Optare Plc. and Switch
Mobility Limited for the FY 2023-24.
The proposals with respect to Material RPTs (under SEBI Listing Regulations) with
Switch Mobility Automotive Limited for the FY 202425, with TVS Mobility Private Limited
for the FY 2025-26 and between Switch Mobility Automotive Limited and OHM Global Mobility
Private Limited for the FY 2024-25 are placed before the Members at the forthcoming AGM
for approval.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The Company's CSR policy is available on the Company's website in the link as provided
in page no. 72 of this Annual Report. 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 I of this report. During the year under
review, the Company spent '16.30 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 FY 2023-24 have been utilized for the
purpose and in the manner approved by the Board of Directors of the Company.
COMMITTEES
As at March 31, 2024, 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, Fund-Raising Committee and Committee of Directors
for making political contributions.
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 in the
link as provided in page no. 72 of this Annual Report.
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, 2024.
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. This framework has
been further enhanced through benchmarking.
The ERM process is overseen by the Risk Management Committee of the Board, which
ensures that the Company has an appropriate and effective framework for managing and
reporting enterprise risks.
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 taking cognizance of the increase in Global warming and reducing Earth
Overshoot Day has taken actions to reduce its foot print in the consumption of all types
of resources such as, Energy, Water, Packing materials such as plastics, wood & carton
boxes and other raw materials by adapting 5R principles viz., Refuse, Reduce, Reuse,
Repurpose and Recycle. Your Company has committed itself to Science Based Target
initiatives (SBTi) to become Carbon Neutral in plant operations by 2030 and Net Zero by
2048.
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 |
24th May 2024 |
Executive Chairman |
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