Ashok Leyland Ltd Directors Report.

To the Members,


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, 2020.


(Rs. in crores)







Revenue from operations 17,467.47 29,054.95 21,951.27 33,196.84
Other Income 123.34 109.94 107.83 128.06
Total Income 17,590.81 29,164.89 22,059.10 33,324.90
Profit Before tax 361.92 2,496.80 739.16 2,871.66
Less: Tax expenses 122.40 513.60 279.36 677.06
Profit after tax 239.52 1,983.20 459.80 2,194.60
Balance profit from last year 4,845.91 3,728.11
- From Debenture Redemption Reserve to Retained Earnings - 37.50
Profit available for appropriation 5,085.43 5,748.81
Dividend paid during the year 1,056.80 713.23
Corporate Dividend tax thereon 213.44 146.61
Transition adjustment and other adjustment (0.69) 0.47
Other Comprehensive Loss arising from re-measurement of defined benefit obligation (net of tax) 47.68 42.59
Balance of profit carried to Balance sheet 3,768.20 4,845.91
Earnings per share (Face value of Rs. 1/-)
- Basic and diluted (Rs.) 0.82 / 0.82 6.76 / 6.76 1.15 / 1.15 7.08 / 7.08


The Commercial Vehicle ("CV") market in India posted a double digit drop of 29% YoY in Total Industry Volumes ("TIV"), which was led by 20% drop in Light Commercial Vehicle ("LCV") and 42% drop in Medium and Heavy Commercial Vehicle ("M&HCV") segments. CV exports dropped by 39% over last year primarily driven by 63% fall in M&HCV Trucks. Other segments also declined by double digits except for M&HCV Buses which bucked the trend by growing 12%. Your Company sold 71,368 M&HCVs in the domestic market (18,141 M&HCV Buses and 53,227 M&HCV Trucks including Defence vehicles), registering a de-growth of 45.9% over the previous year. LCV with sales of 46,646 vehicles de-grew by 14.4% over the previous year. Your Company was able to achieve market share of 31.8% in M&HCV Bus and Truck Segment combined when total industry volume degrew by 42%. Your Company was able to clear complete stock of BS IV vehicle at Company and dealerships. Your Company conducted BS VI vehicle launches to showcase its wide product portfolio with i Gen6 technology, to reinforce brand promise of "Aapki Jeet Hamari Jeet". There were many noteworthy product launches in M&HCVs which were well received during the year, namely CT3718 10x4 Tipper, Sunshine LX for ICV School segment, 12m 225 i EGR Bus for intercity segment and 11m FESLF CNG NAC for intracity segment.

Your Company aggressively sold 20,359 engines in FY 2019-20 despite the deferment of infrastructure projects and improved grid power which restrained the industrial equipment and powergen genset demand respectively. Spare Parts business of your Company delivered healthy margins backed by interventions that resulted in substantial reduction in operating costs in areas of logistics and inventory control. Service function achieved its highest Service market share and continues to improve penetration in service products.

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


During Q3 of the financial year 2019-20, the spread of the COVID-19 virus caused global disruption, with negative impact on human health, business enterprises and the global economy in general. The rapid outbreak of the COVID-19 pandemic during Q4 of FY 2019-20, has severely impacted the physical and financial health of people across India and to prevent the contagion in the Country, phases of nationwide lockdown was announced by the Government of India ("GOI").

Based on the directive given by the GOI for closure of activities to control COVID-19 pandemic, your Company suspended its production across all its factory locations since March 24, 2020 (the all India lockdown date announced by GOI) and resumed operations in its plants across the Country during second week of May 2020, after obtaining necessary approvals from the relevant authorities. Your Company has an SOP, compliant to the Ministry of Home Affairs and State Government guidelines on administration and social distancing.

During these uncertain period, your Company has implemented detailed business continuity plans with its partners and suppliers in an effort to secure the continuation of operations while caring for the health, safety and well-being of its employees.

As a result of COVID-19, the demand for your Companys products has seen a drastic slowdown and has hampered the supply chain for the automotive industry as a whole. This in turn has an impact on the supply chain of your Company and could pose challenges relating to procurement of raw materials in the foreseeable future.

Your Company is taking a number of measures to mitigate substantial negative impact including manpower, investment plans and close collaboration with customers, banks, financial institutions, suppliers and employees. These actions are an acknowledgement of current events as well as uncertainty around the timing and showing path of recovery.

Your Company is prepared to focus its efforts on securing supplies, manufacturing and logistics for growth and invest in new opportunities amidst this crisis and also has plans to develop integrated digital channels to enhance visibility of demand and customer needs. Liquidity and covenant risks are being monitored on an on-going basis.


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

Rs. 2,935,527,276/- as on the date of the report.


The Dividend Distribution Policy framed in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is ("SEBI" Listing Regulations) appended to this report and is hosted on the Companys website at https:// Dividend_Distribution_Policy.pdf/29ad8580-bd49-125b-68f9-5073ceaf06ae

In line with the policy, your Directors had declared / approved an interim dividend of Rs.0.50/- paise per equity share of Rs.1/- each for the financial year ended March 31, 2020. The dividend was paid on March 26, 2020 involving an outflow of Rs.146.77 Crores and tax amount of Rs. 30.17 Crores.



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.


Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation and an amount of Rs. 239.52 Crores is proposed to be retained in the profit and loss account.


Long term funding

(a) Secured Non- Convertible Debentures (NCDs)

During the year, no fresh NCDs issued by your Company. There are no outstanding debentures as on March 31, 2020.

(b) Rupee Term Loans

Your Company repaid secured rupee term loan of

Rs. 56.25 crores on due dates. Fresh rupee term loan (secured) of Rs. 500 crores were availed during the year.

(c) External Commercial Borrowings (ECBs)

During the year under review, your Company repaid ECB loan instalments that fell due, amounting to USD 23.1 millions on the due dates. Fresh ECB loans of USD 100.00 millions were availed during the year.

As at March 31, 2020, Long term borrowings stood at

Rs. 1,572.54 crores as against Rs.533.09 crores on March 31, 2019.


Your Company continued to focus on the three levers of people framework - Culture, Capability, and Capacity with focus towards building a high performing, innovative, and caring Organisation where it is fun to work for the workforce.

To imbibe a strong AL culture ("AL Way"), your Company successfully launched AL Boot Camp under Ashok Leyland University ("AL Univ") for all campus hires that included Graduate Engineers, Post Graduate Engineers, Diploma Engineers, Chartered Accountants and Post Graduate HR professionals.

To help employees foster strong learning culture, your Company successfully launched several Functional Academies under AL Univ for various functions based on functional competency framework.

To prepare every employee for the transition the Industry is going through, your Company launched Signature technical Programs like BS VI Technology with Design Thinking, Modular Business Program, Electric Vehicles etc., in six regional languages.

Continuing the trend of investing in building future capabilities, your Company successfully rolled out signature programs on Project management, SCRUM and Foundry technology. To sustain a safe and secure workplace, programs such as POSH (Prevention of Sexual Harassment) and Information Security Awareness were rolled out as mandatory programs. Your Company partnered with worlds leading online learning platforms like Coursera and LinkedIn to roll out programs across various disciplines. Your Company used digital platform to disseminate the Mission, Vision, Values and Culture that would help the employees to imbibe the AL Way. A special 5-minute learning capsule for senior leaders called 5ML was launched to provide constant stimulation to their intellect and to gain perspective on various business challenges.

Innovation in learning is an integral part of every organisation. Your Company takes pride in leading from the front when it comes to innovation. Your Company has trained the people through Gamification and Simulations for better retention of knowledge and skills.

Your Company always believes in leveraging Technology. To further strengthen our HRIS (Human Resource Information System) and enhancing Employee experience throughout the Employee life Cycle, we have developed a few more modules like CDP (Competency Development Program), IDP Individual Development Plan) and Off-boarding, in addition to the existing modules.

In our constant endeavor to build Leaders in the organisation, your Company has re-defined the Leadership Framework. There is an internal team of Senior leaders, LDC (Leadership Development Council) that oversees the end-to-end process of Leadership Development in the organisation to prepare future leaders, who can take up Business Critical roles.

Glad to mention that your Company got the Leapvault CLO award 2019 for the best Virtual learning program (CV Segment) from Tata Institute of Social Sciences (TISS) and NCOW and PeopleStrong New Code of Work.


Your Company is committed to maintain the highest standard of Corporate Governance and adhere to Corporate Governance guidelines, as laid out in SEBI Listing Regulations. All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company.

The annual report of the Company contains a certificate by the Managing Director and Chief Executive Officer in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel.

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

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


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


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


The Company has 22 Subsidiaries, 5 Associates and 2 Joint ventures as on March 31, 2020. Hinduja Leyland Finance Limited ("HLFL") is a material subsidiary of the Company.

During the year under review, consequent to the acquisition of share in HLFL the Companys shareholding in HLFL stands increased from 61.84% to 68.81% as on the date of the report. HLFL has incorporated a new subsidiary in the name of Hinduja Insurance Broking and Advisory Services Limited.

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 Companys 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.


Mr. Saugata Gupta was inducted as an Additional Director / Independent Director for a term of five years with effect from November 8, 2019 to November 7, 2024. Mr. Vipin Sondhi was inducted as an Additional Director of the Company on November 8, 2019 and was appointed as the Managing Director and Chief Executive Officer ("MD&CEO") of the Company for a period of five years from December 12, 2019 to December 11, 2024. The shareholders have approved the appointment of Mr. Saugata Gupta as Independent Director and Mr. Vipin Sondhi as MD & CEO of the Company, through the process of Postal Ballot during the month of February 2020.

Ms. Manisha Girotra and Dr. Andrew C Palmer were appointed as Independent Directors on the Board of Directors of the Company with effect from June 28, 2015 and November 4, 2015 respectively for a period of five years pursuant to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreement with the stock exchanges. The Nomination and Remuneration Committee ("NRC") of the Board of Directors, based on the report of performance evaluation of Independent Directors, has recommended the re-appointment of Ms. Manisha Girotra and Dr. Andrew C Palmer as Independent Directors for a second term of five consecutive years on the Board of the Company from June 29, 2020 to June 28, 2025 and November 4, 2020 upto November 3, 2025 respectively.

The Independent Directors of the Company have submitted a declaration under Section 149(7) of the Act that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company https://

Mr. Dheeraj G Hinduja, Chairman retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment.

The resolutions seeking approval of the Members for the re-appointment of Mr. Dheeraj G Hinduja, Chairman and re-appointment of Ms. Manisha Girotra and Dr. Andrew C Palmer as Independent Directors of the Company have been incorporated in the Notice to the AGM of the Company along with brief details about them.

The Company has also disclosed the Directors familiarisation programme on its website documents/1305159/1312436/

Familiarisation+programme+for+Directors+-updated+March+2020.pdf/ 35cfc069-ddaf-9837-ca12-64204e689ade

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for attending meetings of the Company.

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company are Mr. Vipin Sondhi, Managing Director and Chief Executive Officer, Mr. Gopal Mahadevan, Whole-time Director and Chief Financial Officer and Mr. N Ramanathan, Company Secretary.


Price Waterhouse & Co Chartered Accountants LLP (FRN 304026E/ E300009) Statutory Auditors of the Company hold office till the conclusion of seventy third AGM of the Company.

The Auditors report to the shareholders on the standalone and consolidated financial statement for the year ended March 31, 2020 does not contain any qualification, observation or adverse comment.


Pursuant to the provisions of Section 148(3) of the Act, the Board of Directors had appointed Geeyes & Co., (Firm Registration No.: 000044), as Cost Auditors of the Company, for conducting the audit of cost records for the financial year ended March 31, 2020.

The audit is in progress and report will be filed with the Ministry of Corporate Affairs within the prescribed period. A proposal for ratification of remuneration of the Cost Auditors for the financial year 2019-20 is placed before the shareholders for ratification/ approval.

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


Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Ms. B Chandra (CP No. 7859), Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2020. The Secretarial Audit report for the financial year ended March 31, 2020 in Form No.MR-3 is attached as Annexure H to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained annual secretarial compliance report from Ms. B Chandra (CP No. 7859), Company Secretary in Practice, Chennai and the same was submitted to the stock exchanges within the prescribed time limits. Hinduja Leyland Finance Limited, material subsidiary of the Company has obtained secretarial audit report from a practising company secretary and it does not have any adverse remark.

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


Pursuant to the provisions of Section 92(3) of the Act, an extract of Annual Return in Form MGT-9 as on March 31, 2020 is attached as Annexure G to this report.


As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee. During the year under review, there were two cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and were resolved during the year.

During the year, the Company reached out to employees through e-learning modules and awareness sessions for creating greater awareness with respect to the Companys Policy on Sexual Harassment at workplace.


The Company is in compliance with the Foreign Exchange

Management Act, 1999 and the Regulations thereunder with respect to downstream investments made in its subsidiaries.


During the year, nine 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.


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, 2020, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) for the financial year ended March 31, 2020, 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, 2020; c) that proper and enough care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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


The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognising the interests of Companys stakeholders.

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


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.


During the year under review, the NRC has granted 7,010,000 options to Mr. Vipin Sondhi, MD & CEO of the Company under AL ESOP 2018. Disclosure with respect to AL ESOP 2016 and AL ESOP 2018 of the Company is attached as Annexure J.


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 2019-20 are given in Note No. 3.8 of the Notes to the financial statements.


The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy and the same has been hosted on the Companys website 1305159/1312436/PolicyonRelatedPartyTransactions.pdf/625ab0ce-d4de-ae71-7784-fd4e0879fd19

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

There were no materially significant transactions with related parties during the financial year 2019-20 which were in conflict with the interest of the Company. Suitable disclosures as required under IND AS 24 have been made in Note No. 3.8 of the Notes to the financial statements.


The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.


Pursuant to the provisions of the Act and Regulation 4 of the SEBI Listing Regulations, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors Individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached as Annexure C to this report.


As on March 31, 2020, the Company has Audit Committee,

Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Investment Committee, Technology Committee and Fund Raising Committee.

During the year, Mr. Saugata Gupta was inducted as a Member of the Risk Management Committee and Nomination and Remuneration Committee.

Detailed note on the composition of the Board and its Committees are provided in the Corporate Governance Report attached as Annexure C to this Report.


Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 4 of the SEBI Listing Regulations, and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee.

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


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, 2020.


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.


The Company has designed a proper and adequate internal control system to ensure the following viz. a) adherence to Companys policies, b) safeguarding of assets, and c) that transactions are accurate, complete and properly authorized prior to recording. Details are provided in Management Discussion and Analysis Report in Annexure E to this report.


Your Company has established a robust Enterprise Risk Management (ERM) framework embodying the principles of COSO ERM, 2017 framework and ISO 31000 standard that fosters a sound risk management culture to facilitate informed decision making.

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

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

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


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

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


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