Management discussion and analysis report, highlighting the performance and prospectsof the Company's business, forms part of this annual report.
Directors' responsibility statement
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board ofDirectors of the Company confirm to the best of their knowledge and belief that in thepreparation of the statement of profit and loss for the financial year ended March 31,2015 and the balance sheet as at that date ("financial statements):
i) the applicable accounting standards have been followed;
ii) appropriate accounting policies have been selected and applied consistently andsuch judgements and estimates that are reasonable and prudent have been made so as to givea true and fair view of the state of affairs of the Company as at the end of the financialyear and of the profit of the Company for that period;
iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 2013, forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities. To ensure this, the Company has established internal control systems,consistent with its size and nature of operations, subject to the inherent limitationsthat should be recognised in weighing the assurance provided by any such system ofinternal controls. These systems are reviewed and updated on an on-going basis. Periodicinternal audits are conducted to provide reasonable assurance of compliance with thesesystems. The audit committee meets at regular intervals to review the internal auditfunction;
iv) the financial statements have been prepared on a going concern basis.
v) the proper internal financial controls are in place and that such internal financialcontrols were adequate and were operating effectively
vi) the systems to ensure compliance with the provisions of all applicable laws are inplace and were adequate and operating effectively.
Information and Disclosures under the Companies Act, 2013
Extract of Annual Return
The extract of Annual Return pursuant to Section 134(3)(a) and Section 92(3) of theCompanies Act, 2013 ('Act') in the prescribed form MGT-9 is annexed herewith as AnnexureII
Number of Meetings of the Board
During the year six meetings of the Board of the Directors of the Company were convenedand held in accordance with the provisions of the Companies Act, 2013. The date(s) of theBoard Meeting, attendance by the directors are given in the Corporate Governance Reportforming part of this annual report.
Committees of the Board
In compliance with the provisions of Sections 135, 177, 178 of the Companies Act, 2013,the Board constituted Corporate Social Responsibility Committee, Audit Committee,Nomination and Remuneration Committee and Share Transfer and Stakeholders RelationshipCommittee (Committees). The details of composition of the Committees, their meeting andattendance of the members are given in the Corporate Governance Report forming part ofthis annual report.
Corporate Social Responsibility (CSR)
The brief outline of the CSR Policy of the Company and the initiatives undertaken bythe Company on CSR activities during the year are given in Annexure III to this report inthe format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014.The said policy is available on the Company's website at the linkhttp://www.amararaja.co.in/policies/ARBL- Corporate-Social-Responsibility-Policy.pdf
Nomination and Remuneration Policy
The Board has on the recommendation of Nomination and Remuneration Committee framed apolicy for selection and appointment of Directors, Senior Management Personnel and theirremuneration. The Nomination and Remuneration Policy adopted by the Board is available onthe Company's website http://www.amararaja.co.in
Evaluation of the Board
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the listingagreement entered into with the Stock Exchanges, the Board had carried out an annualperformance evaluation of its own performance, the directors individually as well ascommittees of the Board.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors, covering aspects of the Board's functioning such as adequacy of thecomposition of the Board and its committees, execution and performance of specific duties,obligations and governance.
A separate exercise was carried out to evaluate the performance of Individual Directorsincluding the Chairman of the Board. The Directors performance was evaluated on parameterssuch as level of engagement and contribution in safeguarding the interest of the Companyetc. The performance of every Director was evaluated by the Nomination and RemunerationCommittee. Ms. Bhairavi Tushar Jani, additional director, being appointed on March 28,2015 was excluded from the evaluation process.
The Independent Directors at their separate meeting reviewed the Performance of theBoard as a whole, Non independent Directors and the Chairman of the Board.
Familiarisation Programme for Directors
In addition to giving a formal appointment letter to newly appointed Directors on theBoard, a handbook covering the role, function, duties and responsibilities and the detailsof the compliance requirements expected from the Directors under the Companies Act, 2013and Clause 49 of the listing agreement and other applicable laws were given and explainedto the new Directors.
The Directors appointed by the Board are given induction and orientation with respectto Company's Vision, Core purpose, Core Values and business operations. In additiondetailed presentations are made by Senior Management Personnel on business environment,performance of the Company at every Board Meeting.
The above initiatives help the Directors to understand the Company, its business andthe regulatory framework in which the Company operates and enables the Directors tofulfill their roles/responsibility. The details of the familiarisation programme isavailable on the Company's website.
Particulars of loans, guarantees and investments
The Company has not given any loans, guarantees or security in connection with loans ormade any investments falling within the ambit of Section 186 of the Companies Act, 2013.
Transactions with the Related Parties
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business.
During the year, the Company entered into lease agreements with Amara Raja InfraPrivate Limited to take on lease land admeasuring 12 acres and 62 acres situated atNunegundlapalle village, Bangarupalyam Mandal, Chittoor District to constructhostel/canteen, amenities for workmen and also for its expansion plans, which may bedeemed not to be in the ordinary course of business of the Company. The shareholdersapproved these proposals by way of special resolution at the AGM on August 6, 2014 andthrough postal ballot process. The results of the postal ballot were declared on September24, 2014.
During the financial year 2014-15, there were no materially significant transactionswith the related parties which might be deemed to have had a potential material conflictwith the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for transactionwith the related parties which are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties pursuant tothe omnibus approval so granted are reviewed and approved by the Audit Committee and theBoard of Directors on a quarterly basis. The summary statements are supported by anindependent audit report certifying that the transactions are at an arm's length basis andin the ordinary course of business.
As all the transactions with the related parties are on Arm's length basis and thereare no material related party transactions as per policy adopted by the Company, theparticulars of contracts or arrangements with the related parties under Section 188 inForm AOC-2 is not enclosed herewith.
The details of internal control system and the adequacy of internal financial controlswith respect to financial statements are given in the corporate governance report whichforms part of the annual report.
During the year, the risk assessment parameters were reviewed and modified. The auditcommittee reviewed the element of risks and the steps taken to mitigate the risks. In theopinion of the Board, there are no major elements of risk which has the potential ofthreatening the existence of the Company.
Whistle Blower Policy/Vigil Mechanism
The Company has established a whistle blower policy/ vigil mechanism to provide anavenue to raise concerns. The mechanism provides for adequate safeguards againstvictimization of employees who avail of it and also for appointment of an Ombudsperson whowill deal with the complaints received. The policy also lays down the process to befollowed for dealing with the complaints and in exceptional cases, also provides fordirect appeal to the Chairperson of the Audit Committee. The Whistle Blower Policyestablished by the Board is available on the Company's website at the linkhttp://www.amararaja.co.in/policies/ARBL-Whistle-Blower- Policy.pdf
Deposits from Public
The Company has not accepted any deposits from the public falling within the ambit ofSection 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules,2014 during the year under review. There are no outstanding deposits as on March 31, 2015.
Particulars of Remuneration
The information required pursuant to Section 197(12) of the Act read with Rule 5(1) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 isannexured hereto as Annexure IV.
A statement showing names and other particulars of the employees drawing remunerationin excess of the limits prescribed under Rule 5(2) of the said rules is also annexed tothe Directors' Report. However, in terms of the provisions of Section 136(1) read withrelevant proviso thereto of the Act, the annual report is being sent to the members of theCompany excluding the aforesaid statement. The statement is available for inspection atthe Registered Office of the Company during working hours. Any member interested inobtaining such information may write to the Company at its registered office address.
Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption, foreign exchangeearnings and outgo as per Section 134(3)(m) of the Act read with Rule 8 of The Companies(Accounts) Rules 2014, are annexed hereto as Annexure V and forms part of this annualreport.
There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.
Awards and Recognitions
Your Company continues to get accolades and awards from its customers and otherprestigious domestic/international forums. Some of the awards and recognitions yourCompany received during the year under review:
Business Today in its edition "BEST CEOs ranked Mr. Jayadev Galla,Vice Chairman and Managing Director at 6th position in the overall ranking forthe mid-sized companies in India.
Platinum award for "Partner of the Year 2014-15 from IndusTowers Limited for customer focused approach, service delivery and product innovation.
Received "OVERALL EXCELLENCE award from Maruti Suzuki Limited in thefield of QCDM (Quality, Cost, Delivery and Management) parameters.
Amaron has been awarded as 'Asia's Most Promising Brand' for the year 2013-14under Automotive Category by World Consulting and Research Corporation (WCRC).
The Company won second position in "National award for excellence in costmanagement for the year 2013 under "Private-Manufacturing-Organisation largefrom the Institute of Cost Accountants of India.
Amara Raja has been adjudged as "1st Best Employer Award for 2014-15by The Employer Branding Institute and has won Employer Branding Awards 2014-15 for TalentManagement, HR Strategy in Line with Business, Training, Recruitment, Retention Strategyand Career Development. Amara Raja also won "Global HR Excellence Award for"Talent Management and Innovative HR Practices.
Amara Raja has been awarded "The Golden Globe Tigers Award 2015 forExcellence and Leadership in Training and Development in three categories. The awards werebestowed by HRD Management committee of World HRD Congress.
Transfer to the Investor Education and Protection Fund
In terms of Section 205A read with Section 205C of the Companies Act, 1956, an amountof ' 4,35,179 being unclaimed dividend pertaining to the financial year 2005-06 wastransferred to the Investor Education and Protection Fund (IEPF) on October 16, 2014.
Health, safety and environmental protection
The Company has complied with all applicable environmental and labour laws. The Companycontinues to be certified under ISO-14001 and OHSAS 18001-2007 for its environmentmanagement systems and occupational health and safety management systems respectively.
During the year under review, industrial relations remained cordial and stable. Thedirectors wish to place on record their sincere appreciation for the co-operation receivedfrom employees at all levels.
The Board of Directors takes this opportunity to place on record their appreciation forthe unstinted co-operation, commitment and dedication of all the employees of the Company,and the support extended by the channel partners, customers, vendors, business associates,banks, government authorities and all concerned without which it would not have beenpossible to achieve all round growth of the Company.
Your Directors also take this opportunity to thank the joint venture partner JohnsonControls Inc. for their valuable assistance and support. The Directors are thankful to theshareholders for their continued patronage.
|On behalf of the Board|
|Place: Hyderabad||Dr. Ramachandra N Galla|
Ramachandra N Galla , Chairman
Jayadev Galla , Vice Chairman & M.D.
Shu Qing Yang , Director
Nagarjun Valluripalli , Director
Company Head Office / Quarters:
Phone : Andhra Pradesh-91-877-2285561/2265000 / Andhra Pradesh-
Fax : Andhra Pradesh-91-877-2285600/2285560/2286999 / Andhra Pradesh-
E-mail : email@example.com
Web : http://www.amararaja.co.in
Cameo Corporate Services Ltd
Subramanian Building,1ST Floor No 1,Club House Road,Chennai - 600002
|Scheme Name||No. of Shares|
|ICICI Pru Value Discovery Fund (G)||30,00,000|
|HDFC Mid-Cap Opportunities Fund (G)||17,00,000|
|Franklin India Prima Fund - (G)||10,91,260|
|Franklin India Prima Plus - (G)||10,40,000|
|Franklin India Flexi Cap Fund (G)||9,00,000|