Ashok Leyland Ltd Management Discussions.

A. MARKET TRENDS

Economy - India

The second advance estimates of the NSO released in February 2020 projected Indias Q4 GDP growth at 4.7% and 5% growth for full year FY 2019-20. This is now at risk from the COVID-19 pandemics impact on the economy. While efforts are being mounted on a war footing to arrest its spread, COVID-19 would impact economic activity in India directly through domestic lockdown. Second round effects would operate through a severe slowdown in global trade and growth. These effects and their interactions would inevitably accentuate the growth slowdown, which started in FY 2018-19 and continued through FY 2019-20.

(Source: RBI MPC-Mar2020)

On the supply side, the outlook for agriculture and allied activities appears to be the only silver lining, with food grains output being 2.4% higher than a year ago. A pick-up in manufacturing and electricity generation pulled IIP into positive territory in January 2020 after lackluster activity since the start of FY 2019-20. Meanwhile, most service sector indicators for January and February 2020 moderated or declined. Since then anecdotal evidence suggests that several services such as trade, tourism, airlines, the hospitality sector and construction have been further adversely impacted by the pandemic. Dislocations in casual and contract labour would result in losses of activity in other sectors as well. High frequency indicators suggest that private final consumption expenditure has been hit hardest.

Meanwhile, headline inflation stayed above 4%, which is the upper tolerance band of the inflation target from December 2019 to February 2020, led by a spike in vegetable prices. The impact of COVID-19 on inflation is ambiguous relative to that on growth, with a possible decline in prices of food items being offset by potential cost-push increases in prices of non-food items due to supply disruptions.

Domestic financial conditions have tightened considerably, with equity markets facing massive sell-offs by Foreign Portfolio Investors ("FPI"). In the bond market too, yields have risen on sustained FPI selling, while redemption pressures, drop in trading activity and generalized risk aversion have pushed up yields to elevated levels in commercial paper, corporate bond and other fixed income segments. In the forex market, the Indian Rupee ("INR") has been under continuous downward pressure. Under these conditions, the RBI through its long term repo and open market purchase operations has endeavored to keep financial markets liquid, stable and functioning normally. In the external sector, merchandise exports and imports expanded in February 2020 after several months of contraction. Consequently, the current account trade deficit has narrowed to only 0.2% of GDP.

Central banks across the world have responded with monetary and regulatory measures - both conventional and unconventional. Governments across the world have unleashed massive fiscal measures, including targeted health services support, to protect economic activity from the impact of the virus. To mitigate the economic difficulties arising out of the virus outbreak, the Government of India has announced a comprehensive package of Rs. 1.70 lakh Crore, covering cash transfers and food security, for vulnerable sections of society, including farmers, migrant workers, urban and rural poor, differently abled persons and women. In this backdrop, the IMF expects Indias GDP to fall to 1.9% in FY 2020-21 from 4.2% in FY 2019-20.

Economy - World

The global economy grew at 2.9% in 2019. As a result of the COVID-19 pandemic, the global economy is projected to contract sharply by 3% in 2020, much worse than during the 2008-09 financial crisis. In a baseline scenario, which assumes that the pandemic fades in the second half of 2020 and containment efforts can be gradually unwound, the global economy is projected to grow by 5.8% in 2021 as economic activity normalizes, helped by policy support. (Source: IMF WEO-Apr2020)

Growth in the advanced economy group, where several economies are experiencing widespread outbreaks and deploying containment measures is projected at (6.1%) in 2020 as against 1.7% in 2019. Most economies in the group are forecast to contract this year, including the United States at (5.9%) in 2020 vs 2.3% in 2019, Japan at (5.2%) in 2020 vs 0.7% in 2019 and the United Kingdom at (6.5%) in 2020 vs 1.4% in 2020. In parts of Europe, the outbreak has been as severe as in Chinas Hubei province. Growth in the Euro area is expected to be the worst hit at (7.5%) in 2020 vs 1.2% in 2019. Although essential to contain the virus, lockdowns and restrictions on mobility are extracting a sizable toll on economic activity. Adverse confidence effects are likely to further weigh on economic prospects.

Among emerging market and developing economies, all countries face a health crisis, severe external demand shock, dramatic tightening in global financial conditions, and a plunge in commodity prices, which will have a severe impact on economic activity in commodity exporters. Emerging Asia is projected to be the only region with a positive growth rate in 2020 at 1% vs 5.5% in 2019. In China, the economy is projected to grow at a subdued 1.2% in 2020 vs 6.1% in 2019. India is expected to grow at 1.9% in FY 2020-21 vs 4.2% in FY 2019-20.

Following the dramatic decline in oil prices since the beginning of the year, near-term prospects for oil-exporting countries have deteriorated significantly. The growth rate for the group is projected to drop to (4.4%) in 2020 led by Saudi Arabia which is expected to drop to (2.3%) in 2020 vs 0.3% in 2019. Middle East & North Africa region is expected to drop at (3.3%) in 2020 vs 0.3% in 2019, while sub-Saharan Africa is expected to drop at (1.6%) in 2020 vs 3.1% in 2019.

Commercial Vehicle Market

The Commercial vehicle market in India posted a drop of 29% YoY in Total Industry Volumes ("TIV"), which was led by 20% drop in LCV and 42% drop in M&HCV segments.

Demand for MHCV trucks in Q1 FY 2019-20 started on a weak note due to the uncertainty around Lok Sabha elections and continued impact of axle load norms. In Q2 demand continued to take hit with GDP slowing down, heavy monsoon affecting construction activity and the ambiguity around GST rate cut for the automotive sector. In Q3/Q4 the demand suffered due to lack of BS VI pre buy, aggressive competition to bring down BS IV inventory, further tightening of funds by NBFCs and the nationwide lockdown enforced to slow the spread of COVID-19 pandemic.

M&HCV Bus segment registered a modest gain of 2% over the previous year with both STU and MDV-Private segments growing at 6% and 15.6% respectively. Most STUs are adopting the PPP (Public Private Partnership) model of business for new tenders.

The LCV Trucks (0-7.5T Segment) dropped by 21% while the LCV Bus segment degrew by 13%.

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%.

Segment Domestic Exports
2019-20 2018-19 Change % 2019-20 2018-19 Change %
M&HCV Buses 40,257 39,604 2 9,294 8,286 12
M&HCV Trucks 184,549 351,128 (47) 14,868 40,390 (63)
M&HCV Total 224,806 390,732 (42) 24,162 48,676 (50)
LCV Buses 45,369 52,170 (13) 2,655 4,094 (35)
LCV Trucks 447,513 564,409 (21) 33,896 47,163 (28)
LCV Total 492,882 616,579 (20) 36,551 51,257 (29)
CV Total 717,688 1,007,311 (29) 60,713 99,933 (39)

Source: SIAM Flash Report March 2020

B. ASHOK LEYLAND - THE YEAR (2019-20) IN BRIEF

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.

M&HCV DOMESTIC SALES (LAST 10 YEARS)

M&HCV Truck segment

In the continually declining market, your Company was able to attain a market share of 28.9% in the domestic M&HCV Trucks Segment. Your Company sold 53,028 M&HCV trucks (excluding Defence) in domestic market in the current financial year. The 54% drop in volumes is directly attributable to the steep drop in total industry volume. Your Company conducted BS VI vehicle launches to showcase its wide product portfolio with i Gen6 technology, to reinforce our brand promise of "Aapki Jeet Hamari Jeet". With new products, especially Modular Business Program ("MBP") range, your Company is poised for a confident and smooth take off for BS VI. There were many noteworthy product launches in M&HCVs which were well received during the year, namely model CT3718 10x4 helped your Company regain some of the lost market share in the Tipper segment.

M&HCV Bus segment

Your Company bagged Global 3rd position in volume sales. In the domestic M&HCV Bus segment, your Company continues to maintain overall leadership, with a MS of 45.1% which is 3.9% more than the market share in FY 2018-19. Your Company regained the leadership in STU segment with strong order wins from Tamil Nadu, Gujarat, Maharashtra STUs, thereby registering a growth of 6% over the previous year. Your Company launched new products such as Sunshine LX for ICV School segment, 12m 225 i EGR Bus for intercity segment and 11m FESLF CNG NAC for intracity segment.

International Operations

In pursuit of new vision, your Company focused on expanding its global footprint across retail markets in Africa, ASEAN and CIS

countries. Your Company strengthened its presence in Bangladesh and GCC countries with its LCV portfolio and attained market leadership in MDV bus segment. Your Company has extensively worked on developing globally benchmarked new products in FY 2019-20 in Trucks, Buses and LCV range in RHD and LHD versions to cater to global markets.

LCV segment

In FY 2019-20, your Company gained market share through all its LCV brands in sub-7.5T GVW segment with focus on institutional sales, despite 18% drop in TIV in the segments we operate. Your Company is now BSVI ready and completed development of New Generation LCV, which will be launched in first half of FY 2020-21 for both domestic and international markets, offering superior customer value proposition. Your Company continues to deliver best-in-industry SSI/ CSI, lowest defect, best-in-class low warranty and high service retention through its expanding network of 570 outlets, thereby achieving service market share of 64%.

Power Solutions Business

Your Company set new records in FY 2019-20 with all time high volumes of agricultural engines, and secured breakthrough businesses with prospect equipment manufacturers in industrial and agricultural applications for ensuing BS CEV IV emissions. 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.

Aftermarket

Aftermarket business of your Company has been delivering profitable growth over last few years. 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. Spare Parts channel saw record participations from independent garages and ended the year with highest ever number of exclusive retail parts store. Availability of spare parts at Channel partners also reached a record high of 97%. The Digital initiative - LeyKart continues to fulfill the promise of on-demand availability of Spares with listings of more than 15,000 SKUs and saw record participation of users.

Service function achieved its highest Service market share and continues to improve penetration in service products. Digitalisation of internal operations enabled the service organisation to become more agile to changing market dynamics. Your Company continued to focus on superior customer service throughout the product lifecycle. Dealer partners of your Company, expanded their capacity and reach for aftermarket service, including break-down assistance and accident repairs.

Defence

In FY 2019-20, your Company supplied 359 units of completely built up units (CBUs) including bullet proof vehicles and 888 kits. The defence business of your Company expanded its portfolio by foraying into tracked vehicles business for supplying aggregates and components for T-72 and T-90 battle tanks. It is also working on enhancing exports volumes for its products.

Foundry Division

The Indian foundry industry manufactures castings for applications in Auto, Tractor, Railways, Machine tools, Defence, Earth Moving / Textile / Cement / Electrical / Power machinery, Pumps / Valves etc. The Foundry Division of your Company is mainly catering to the automotive industry in the country and having product segments of Cylinder Block, Head and Tractor Housings. For the FY 2019-20 the Foundry division achieved the production of 61,152 MT (decrease of 42% over last year) and sales of 59,334 MT (decrease of 39% over last year).

Overall Summary

In summary, during FY 2019-20, your Company recorded total vehicle sales of 116,280 units in the domestic market and 8,920 units in the export market. Your Company continued to focus on transforming the Company into an agile player geared up for sustained growth in the coming years.

C. OPPORTUNITIES AND THREATS

In order to stop the spread of the COVID-19 outbreak, many countries across the world, including India, have taken very tough measures. The automotive industry was pulling itself up from a prolonged slump when the pandemic threw everything out of gear. The absolute magnitude of impact depends on the duration of ongoing lockdown and the impact caused by it. Even after we open up, demand is expected to decline with discretionary spend taking a backseat. This coupled with transition to BS VI norms will increase cost of ownership.

While the short term looks uncertain, the COVID-19 outbreak will change the way the automotive industry works.

Digitisation will have to be adopted in a big way in designing the customer experience. Dealerships will need to change their business models and use digital platforms for sales and marketing. The Government along with RBI is working on a number of steps such as reducing interest rates, liquidity to banks and NBFCs, fiscal stimulus package for the worst hit sectors is in the works aimed at reviving demand post lockdown.

In the medium term, fast-tracking the Rs. 1.70 lakh Crore infrastructure spend already allocated in the budget, scrappage policy for automotive (>15 years) with incentives for new purchases and roadmap to implement the Rs. 111 lakh Crore National Infrastructure Pipeline would provide opportunities for the CV industry in the long term.

D. RISK MANAGEMENT

During the year, the CV industry, specifically the M&HCV segment experienced a double-digit contraction in sales volumes on account of headwinds such as the overall economic slowdown in the country, sluggish manufacturing & infrastructure activity and excess capacity created on account of the change in axle load norms. Towards the end of the financial year, further economic uncertainty was created by the global pandemic COVID-19. Your Company was also impacted by the above, which has resulted in a sharp decline in sales volumes during the year.

Your Company aims to be resilient to the changing business scenario, gain competitive advantage over its peers and protect and create value for stakeholders, including shareholders, employees, customers, regulators, and society. Your Company has been focusing on proactively responding to the external risks through appropriate business strategies and continuing with the productivity and cost improvement programmes started earlier. Further, it has been keenly focusing on managing cash flows and conserving resources for future growth initiatives.

To consolidate and further grow its market position, your Company is ready with its indigenous, cost-effective i Gen6 mid-nox engine technology for BS VI and MBP platform, which will deliver significantly improved performance for its customers.

Your Company has an inclusive, well integrated and standardised Enterprise Risk Management ("ERM") framework across the organisation. The risk management process enables business to proactively identify and address risks and opportunities, assessing them in terms of likelihood and potential impact, determining the response strategy, and monitoring them on a regular basis.

The ERM process is also integrated with the strategic business planning process. Key internal and external risks, inherent to the strategy for each of the business verticals are identified and the critical assumptions underlying the strategy are also considered.

An internal Risk Steering Committee, chaired by the MD & CEO and 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 Steering Committee reviews the enterprise risks on a quarterly basis. Significant risks identified and associated risk response plans are tabled to the Risk Management Committee ("RMC")of the Board.

The Companys ERM process is overseen by the Board of Directors, through the RMC of the Board which is responsible to ensure that the Company has an appropriate and effective ERM framework. The RMC apprises the Board on the effectiveness of the ERM framework, significant enterprise risks identified and the risk response mechanisms implemented by the Company. Further, it also reviews and approves the organisations Risk Appetite statement on an annual basis.

We also take pride in informing you that your Company has been awarded the "Golden Peacock Award" for Risk Management in "Automotive" category by the Institute of Directors, in January 2020. Your Company has also bagged the coveted ICICI Lombard-CNBC TV18 India Risk Management awards in two categories viz., Best Risk Management Framework & Systems - Risk Governance and Best Risk Management Framework & Systems - Private Company in February 2020.

E INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Given the nature of business and size of operations, your Company has designed a proper and adequate internal control system to ensure:

a) Transactions recorded are accurate, complete, and authorised;

b) Adherence to Accounting standards and compliance to applicable statutes, Company policies and procedures;

c) Effective usage of resources and safeguarding of assets.

Your Company has complied with the specific requirements as laid out under Section 134(5)(e) of the Companies Act, 2013 which calls for establishment and implementation of an Internal Financial Control framework that supports compliance with requirements of the Act in relation to the Directors Responsibility Statement.

Your Companys Internal control framework follows the COSO (Committee of Sponsoring Organizations of the Treadway Commission) Internal Control Framework, 2013 and The Institute of Chartered Accountants of Indias Guidance Note on Audit of Internal Financial Controls Over Financial Reporting which supports in evaluating the design and operating effectiveness of internal controls in a consistent manner.

Further, your Company, through its own independent and multi-disciplinary Internal Audit function with the support of third party service providers where appropriate, carries out risk based Internal audit reviews, based on the annual risk based Internal Audit plan as approved by the Audit Committee of the Board. The Internal Audit function reviews compliance vis--vis the established design of the Internal control, as also the efficiency and effectiveness of operations.

Significant deficiencies in Internal control identified if any, are reviewed periodically and tracked for closure.

The summary of the Internal Audit findings and status of implementation of action plans for risk mitigation, are submitted to the Audit Committee every quarter for review, and concerns around residual risks if any, are presented to the Board.

F INFORMATION SECURITY

Information and related technology are vital assets for your organization. At Ashok Leyland, we safeguard our Information assets from threats, both internal and external, through the adoption of best practices in Information Security, and by building a culture of Information Security awareness. This has enabled your Company to minimize risks from cyber and other information security threats.

Your Company is certified annually under the ISO 27001 Information Security Standard to periodically evaluate and enhance the maturity of its overall Information Security framework.

Your Company has an independent Information Security function governing the planning, implementation, review and improvement of the Information Security processes across the organisation to protect the Confidentiality, Integrity and Availability of critical and sensitive information assets.

G. FINANCIAL REVIEW

Summary of Profit and Loss account is given below:

Rs. crores

Particulars 2019-20 2018-19 Inc/ (Dec)%
Revenue from Operations 17,467.47 29,054.95 (39.9)
Other income 123.34 109.94 12.2
Total 17,590.81 29,164.89 (39.7)
Expenditure
Material Cost 12,369.15 20,679.57 (40.2)
Employee benefits expenses 1,615.06 2,098.77 (23.0)
Finance cost 109.45 70.38 55.5
Depreciation and amortization 669.80 621.01 7.9
Other expenses 2,309.61 3,140.87 (26.5)
Total 17,073.07 26,610.60 (35.8)
Profit before exchange gain on swap contracts, exceptional items and tax 517.74 2,554.29 (79.7)
Exchange gain / (loss) on swap contracts 0.01 (2.63) 100.4
Profit before exceptional items 517.75 2,551.66 (79.7)
Exceptional items (155.83) (54.86) 184.1
Profit before tax 361.92 2,496.80 (85.5)
Tax expense 122.40 513.60 (76.2)
Profit after tax 239.52 1,983.20 (87.9)
Basic earnings per share (Rs.) 0.82 6.76 (87.9)

Trending the M&HCV volume decrease of 45% over previous year, your Companys revenues were at Rs. 17,467 crores which is lower than previous year by 40%. Volume reduction happened in the heavy tonnage segments covering Tipper, Tractor trailer and Multi Axle vehicles. Upward price increase and recovery during the year was not possible due to intense competition and high discounting scenario. While export volumes of M&HCV reduced by about 34% in 2019-20, LCV exports have registered a growth of 26% over previous year.

Cost:

Material Cost: FY 2019-20 witnessed reduction in prices of spring steel, forgings, castings, aluminium, rubber, etc. However, freight rates and lead prices went up during the year. Consequent to the reduction in prices, your Company could save about Rs. 132 crores. Through various internal initiatives covering price negotiation, value engineering, turnover discounts and business share optimization, your Company managed to secure a reduction of about 1.25% during the year.

Staff Costs: Employee expenses were lower by about 23% during the year reflecting the reduction in bonus and performance payments consequent to 45% reduction in sale volumes. Your Company also introduced VRS Scheme in June / July 2019.

Finance Costs was up by 55% consequent to availment of fresh long-term loans of Rs. 1,215 crores during the year. These loans were availed to meet capital expenditure of your Company.

Depreciation for the year is at Rs. 669.80 crores which is higher than last year reflecting the capitalisation of costs relating to MBP and BS VI.

Other expenses at Rs. 2,309.61 crores are significantly lower than last year reflecting the drop in activity levels. All expenses covering delivery charges, production overheads, sales and administration overheads recorded reduction over last year in line with the lower volumes. Thanks to the K54 2 initiative driven across the organisation, which has resulted in significant reduction of the costs by over Rs. 500 crores in FY 2019-20.

Total Capital employed by your Company decreased by 10% from

Rs. 18,224 crores in FY 2018-19 to Rs. 16,390 crores in FY 2019-20 reflecting the decrease in activity levels.

Total shareholders funds as at March 31, 2020 stood at Rs. 7264 crores reflecting a decrease of Rs. 1,068 crores over March 31, 2019 amount of Rs. 8,332 crores. This decrease is due to payment of dividend for FY 2018-19 Rs. 1,093 crores, interim dividend for FY 2019-20 Rs. 177 crores and other adjustments Rs. 38 crores offset by addition on account of current year profit of Rs. 240 crores.

Summary of Balance Sheet is given below:

Rs. crores

Sources of Funds March 31, March 31, Inc/
2020 2019 (Dec)%
Shareholders funds 7,263.99 8,332.43 (12.8)
Non-Current liabilities 2,126.69 1,103.01 92.8
Current liabilities 6,998.93 8,788.96 (20.4)
Total 16,389.61 18,224.40 (10.1)
Application of Funds
Fixed Assets 5,457.63 5,080.62 7.4
Right of use assets 406.46 - 100.0
Intangible Assets 1,533.62 1,191.51 28.7
Investments 2,719.63 2,636.50 3.1
Loans and other non-current assets 848.78 1,129.43 (24.8)
Current assets 5,423.49 8,186.34 (33.7)
Total 16,389.61 18,224.40 (10.1)

Capital expenditure and investments

During the year, your Company incurred Rs. 1,292 crores towards capital expenditure predominantly towards BS VI, MBP, Electric vehicles, Unit replacements, maintenance capex etc.,

During the year, your Company has invested Rs. 300 crores in Hinduja Leyland Finance Limited, Rs. 100 crores in Optare Plc,

Rs. 20 crores in Albonair India, Rs. 22 crores in Vasuki (Special Limited Partnership) and Rs. 4 crores in Ashley Aviation. Thus, your Company has invested Rs. 447 crores in joint venture / associates / subsidiaries

/ Special Limited Partnership during the year. There had also been impairments of Rs. 103 crores during FY 2019-20 viz., Rs. 101 crores in Optare and Rs. 2 crores of investment in Ashley Aviation.

Current assets as at March 31, 2020 were at Rs. 5,423 crores when compared to previous year level of Rs. 8,186 crores. The reduction of

Rs. 2,763 crores was driven by reduction in inventory by Rs. 1,447 crores, reduction in receivables by Rs. 1,326 crores, reduction in other current assets by Rs. 375 crores, reduction in cash and cash equivalents and bank balance and others Rs. 53 crores offset by increase in other financial assets Rs. 438 crores.

Liquidity

Your Company continued with the "cash and carry" system of sales during the year. This has enabled your Company to better manage the increased liquidity requirements. During the year, your Company has managed its capital expenditure through availment of fresh long term loans (Rs. 1,215 crores). Internal generation was sufficient to meet the last year dividend payments. Working capital requirements were met out of short term funds. Your Company manages its liquidity through rigorous weekly monitoring of cash flows.

Details of significant changes in key financial ratios:

Ratios Formula Used FY 2020 FY 2019
Debtors Revenue from operations /
Turnover Average Debtors 9.48 16.84
Inventory COGS / Average Inventory 6.31 9.31
Turnover
Interest Earnings before Interest and 9.07 36.01
Coverage Ratio Tax / Interest Expense
Current Ratio Current Assets / 0.77 0.93
Current Liabilities
Debt Equity Debt / Equity 0.46 0.08
Ratio
Operating Profit EBITDA / Revenue from 6.7 10.8
Margin (%) operations
Net Profit PAT without exceptional items / 2.3 7.0
Margin (%) Revenue from operations
Return on net PAT without exceptional items / 5.4 24.5
worth (%) Total Equity

Profitability

Your Companys profitability recorded in FY 2018-19 could not be sustained in FY 2019-20 consequent to intense competition, high discounts as well as the need for liquidation of BS IV inventory to meet the emission norms requirements. Demand for MHCVs contracted by about 45% in domestic market. All the higher tonnage segments covering Tippers, Tractor trailers and MAVs witnessed slowdown. Exports and domestic LCV volumes also contracted. Tighter control on material cost and operating expenses (through K54 2 initiative) combined with judicial sales mix and better working capital management have contributed to the profits during the year.

FY 2018-19 witnessed an upward revision in long term rating by CARE after 20 years. But in March 2020 due to the continuous drop in MHCV industry volume, your Companys financial rating for long term instruments has been downgraded by ICRA from AA+ with stable outlook to AA with Negative Outlook. CARE had also revised their ratings for long term instruments in April 2020 from CARE AA+ to CARE AA with Negative outlook.

Agency Long Term Short Term Facilities / Commercial Paper
CARE CARE AA; Negative Outlook CARE A1+
ICRA ICRA AA; Negative Outlook ICRA A1+

Long term fund-based working capital limits set by the Consortium of Banks have been increased from Rs. 900 crores to Rs. 2,000 crores during the year. Your Company has serviced all its debt obligations on time.

Results of Operations

Your Company generated an after-tax profit from operations of

Rs. 1,117 crores in FY 2019-20 which is lower than Rs. 2,601 crores in FY 2018-19. Unlike FY 2018-19, working capital movement was normal. There has been significant drop in both inventory (Rs. 1,447 crores) and trade receivables (Rs. 1,314 crores) which is substantially offset by a drop in trade payables (Rs. 2,402 crores). Finished vehicle inventory (M&HCV) dropped from 8,871 vehicles in March 2019 to 1,243 vehicles in March 2020. Overall working capital has increased by Rs. 176 crores.

Cash outflow for acquisition of fixed assets for FY 2019-20 was at

Rs. 1,292 crores as against Rs. 731 crores last year reflecting an increase of Rs. 561 crores in FY 2019-20. FY 2018-19 witnessed liquidation of all investments in mutual funds resulting in a cash inflow of Rs. 3,043 crores. FY 2019-20 indicates a cash outflow of

Rs. 885 crores representing Rs. 447 crores of investments in Joint venture / Associates / Subsidiaries and ICDs Rs. 500 crores lent during the year. Cash inflow from finance activities primarily reflect the fresh long term loan of Rs. 1,215 crores during FY 2019-20. On the contrary, no fresh loans were availed during FY 2018-19.

Dividend

The Directors have declared an interim dividend of Rs. 0.50 per share per equity share of Rs. 1/- each for the financial year ended March 2020. This interim dividend has already been paid in March 2020.

Cash Flow Statement Rs. crores

Particulars 31.03.2020 31.03.2019
Profit from operations after tax 1,116.67 2,601.44
(inc)/Dec in Net working capital (175.61) (2,963.79)
Net cash (outflow) / inflow from operating activities 941.06 (362.35)
Payment for acquisition of assets - net (1,292.27) (731.47)
Cash inflow / (outflow) for investing activities (885.18) 3,042.96
Cash inflow / (outflow) from financing activities 1,148.98 (1,616.16)
Net cash inflow / (outflow) (87.41) 332.98

The year ahead

Government of India has introduced the BS VI emission norms effective April 1, 2020 amidst the pandemic situation caused by the spread of COVID-19. Many parts of the world including India were affected by the COVID-19 and have resorted to partial or complete lock down. These lockdowns were continued till June 2020 causing serious disruption to business activities. Further, the lockdowns are likely to continue in full / partial manner for few more months. Consequent to the lockdown, both manufacturing and sales could not happen, and the entire automobile industry recorded meagre production and sale volumes in Q1 FY 2020-21. Despite these lockdown pressures, your Company has progressed with the launch of BS VI compliant AVTR vehicles under Modular Platform.

During May / June 2020, your Company has launched the Modular vehicles through virtual medium in the presence of all the stakeholders viz., suppliers, buyers, financiers, investors, analysts etc., The feedback so far from the customers on the performance of these modular BS VI vehicles is very encouraging. Your Company is also scheduled to launch the LCV range of vehicles coded named "Phoenix" during July-September 2020 quarter. This launch could not happen earlier due to COVID - 19 lockdown. Your Company is hopeful of the improvement in the demand for commercial vehicles in the subsequent quarters aided by the reform measures announced by the Government of India to improve industry, defence and infrastructure.

B. HUMAN RESOURCES

During the year under review, the total number of people on the rolls of the Company is 11,463.

Material developments in the Human Resource / Industrial relations front have been detailed under the head "Human Resource" in the Boards Report.

CERTIFICATION BY MD & CEO AND WTD & CFO TO THE BOARD

We, Vipin Sondhi, Managing Director and Chief Executive Officer and Gopal Mahadevan, Whole-time Director and Chief Financial Officer of Ashok Leyland Limited certify that:

A. We have reviewed the financial statements and the cash flow statement for the year and that to the best of our knowledge and belief;

1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

2. these statements present a true and fair view of the state of affairs of the Company and of the results of operations and cash flows. The financial statements have been prepared in conformity, in all material respects, with the existing Generally Accepted Accounting Principles including Accounting Standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys Code of Conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the Auditors and to the Audit Committee:

1. that there are no significant changes in internal control over financial reporting during the year;

2. that there are no significant changes in accounting policies during the year;

3. that there are no instances of significant fraud of which we have become aware of and which involve management or other employees who have significant role in the Companys internal control system over financial reporting.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L34101TN1948PLC000105
ii. Registration Date September 7, 1948
iii. Name of the Company Ashok Leyland Limited
iv. Category/Sub-Category of the Company Company limited by shares/Subsidiary of Foreign Company
v. Address of the Registered office and contact details No.1, Sardar Patel Road, Guindy
Chennai - 600 032, Tamilnadu, India
secretarial@ashokleyland.com
Tel : +91 44 2220 6000 Fax: +91 44 2220 6001
vi. Whether listed company Yes
vii. Name, Address and Contact details of Registrar and Integrated Registry Management Services Private Limited
Transfer Agent, if any 2nd Floor, Kences Towers
1 Ramakrishna Street, North Usman Road
T. Nagar, Chennai - 600 017
Tel : +91 44 2814 0801/03 Fax : +91 44 28142479
e-mail: csdstd@integratedindia.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:

S. Name and Description of main products/services No. NIC Code of the Product/service % to total turnover of the Company
1 Trucks 29102 50.4
2 Bus 29109 20.7
3 Light Commercial Vehicle 29104 12.6

III. PARTICULARS OF HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

S. No. Name of the Company Address of the Company CIN/GLN Holding/ Subsidiary/ Associate Company % of shares held Applicable Section under Section Companies Act, 2013
1. Hinduja Automotive Limited New Zealand House, 80 Haymarket, London, SW1Y 4TE Not applicable Holding 50.88 2(46)
2. Albonair GmbH Carlo-Schmid-Allee 1, 44263 Dortmund, Germany Not applicable Wholly owned subsidiary 100.00 2(87)(ii)
3. Albonair Automotive Technology Co., Ltd, China East Shanghai Road, Caifu Building, Room 501, 215400 Taicang, Jiangsu Province, P. R. China Not applicable Wholly owned subsidiary 100.00 2(87)(ii)
4. Albonair (India) Private Limited No.1, Sardar Patel Road, Guindy, Chennai - 600 032 U74110TN2009PTC073654 Wholly owned subsidiary 100.00 2(87)(ii)
5. Ashok Leyland Nigeria Limited Km 33, Lekki-Epe Expressway, Eputu Town, Ibeju-Lekki, Lagos Not applicable Wholly owned subsidiary 100.00 2(87)(ii)
6. Ashok Leyland (Chile), S.A Calle Buenaventura Sitio20-C, Free Zone, lquique, Chile Not applicable Wholly owned subsidiary 100.00 2(87)(ii)
7. Gulf Ashley Motor Limited No.1, Sardar Patel Road, Guindy, Chennai - 600 032 U34102TN2004PLC052489 Subsidiary 93.15 2(87)(ii)

 

8. Optare PLC Unit 3, Hurricane Way South Sherburn in Elmet, Leeds, North Yorkshire, LS25 6PT Not applicable Subsidiary 99.24 2(87)(ii)
9. Optare UK Limited Unit 3, Hurricane Way South Sherburn in Elmet, Leeds, North Yorkshire, LS25 6PT Not applicable Subsidiary 99.24 2(87)(ii)
10. Optare Group Limited Unit 3, Hurricane Way South Sherburn in Elmet, Leeds, North Yorkshire, LS25 6PT Not applicable Subsidiary 99.24 2(87)(ii)
11. Jamesstan Investments Limited Unit 3, Hurricane Way South Sherburn in Elmet, Leeds, North Yorkshire, LS25 6PT Not applicable Subsidiary 99.24 2(87)(ii)
12. Optare Holding Limited Unit 3, Hurricane Way South Sherburn in Elmet, Leeds, North Yorkshire, LS25 6PT Not applicable Subsidiary 99.24 2(87)(ii)
13. Optare (Leeds) Limited Unit 3, Hurricane Way South Sherburn in Elmet, Leeds, North Yorkshire, LS25 6PT Not applicable Subsidiary 99.24 2(87)(ii)
14. East Lancashire Bus Builders Limited Unit 3, Hurricane Way South Sherburn in Elmet, Leeds, North Yorkshire, LS25 6PT Not applicable Subsidiary 99.24 2(87)(ii)
15. Global TVS Bus Body Builders Limited TVS Building, 7-B West Veli Street, Madurai - 625 001 U35202TN1998PLC041466 Subsidiary 66.67 2(87)(ii)
16. Hinduja Tech GmbH Charles-de-Gaulle-Platz 1 F, 50679, Koln Not applicable Subsidiary 62.00 2(87)(ii)
17. Hinduja Technologies Inc., USA 39555, Orchard Hill Place, Suite 600, Novi, Michigan 48375 Not applicable Subsidiary 62.00 2(87)(ii)
18. Hinduja Tech Limited No.1, Sardar Patel Road, Guindy, Chennai - 600 032 U72400TN2009PLC072067 Subsidiary 62.00 2(87)(ii)
19. Hinduja Housing Finance Limited No. 27A, Developed Industrial Estate Guindy, Chennai - 600032 U65922TN2015PLC100093 Subsidiary 67.19 2(87)(ii)
20. Hinduja Leyland Finance Limited No.1, Sardar Patel Road, Guindy, Chennai - 600 032 U65993TN2008PLC069837 Subsidiary 67.19 2(87)(ii)
21. Hinduja Insurance Broking and Advisory Services Limited# No. 27A, Developed Industrial Estate, Guindy Chennai - 600032 U66000TN2019PLC129176 Subsidiary 67.19 2(87)(ii)
22. HLF Services Limited No.1, Sardar Patel Road, Guindy, Chennai - 600 032 U67190TN2010PLC076750 Subsidiary 54.00 2(87)(ii)
23. Ashley Aviation Limited No.1, Sardar Patel Road, Guindy, Chennai - 600 032 U66030TN2008PLC122350 Wholly owned subsidiary 100.00 2(87)(ii)
24. Ashok Leyland (UAE) LLC P. O. Box 31376, N-176, RAK Manamma Highway, Ras Al Khaimah, UAE Not applicable Associate 49.00 2(6)
25. Mangalam Retail Services Limited IN Center, 49/50, 12th Road, MIDC, Andheri (E), Mumbai - 400 093 U51909MH2006PLC288018 Associate 37.48 2(6)
26. Lanka Ashok Leyland PLC Panagoda, Homagama, Sri Lanka Not applicable Associate 27.85 2(6)
27. Ashok Leyland Defence Systems Limited No.1, Sardar Patel Road, Guindy, Chennai - 600 032 U34200TN2008PLC080987 Associate 48.49 2(6)
28. Rajalakshmi Wind Energy Limited Old No.16, New No.18, Rutlandgate 4th Street, Nungambakkam Chennai - 600006 U40105TN2010PLC077414 Associate 26.00 2(6)
29. Ashley Alteams India Limited No.1, Sardar Patel Road, Guindy, Chennai - 600032 U27310TN2006PLC065084 Joint Venture 50.00 2(6)
30. Ashok Leyland John Deere Construction Equipment Company Private Limited Rs. AG1 Ragamalika, Old No.2, New No.26, Kumaran Colony Main Road, Vadapalani Chennai - 600026 U29253TN2009PTC072136 Joint Venture 4.85 2(6)

I. SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity) (i) Category-wise Shareholding

Category of Shareholder No. of shares held at the beginning of the year (April 1, 2019) No. of shares held at the end of the year (March 31, 2020)
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % change during the year
A PROMOTERS
(1) Indian
a Individual/HUF - - - - - - - - -
b Central Government - - - - - - - - -
c State Governments - - - - - - - - -
d Bodies Corporate - - - - - - - - -
e Banks / FIs - - - - - - - - -
f Any other (Specify) - - - - - - - - -
Sub Total A(1) - - - - - - - - -
(2) Foreign
a NRI - Individuals - - - - - - - - -
b Other - Individuals - - - - - - - - -
c Bodies Corporate 1,171,460,121 - 1,171,460,121 39.91 1,171,460,121 - 1,171,460,121 39.91 -
e Banks / FIs - - - - - - - - -
f Any other (Specify) - - - - - - - - -
Sub Total A(2) 1,171,460,121 - 1,171,460,121 39.91 1,171,460,121 - 1,171,460,121 39.91 -
Total shareholding of Promoter
(A)= (A)(1) +(A)(2) 1,171,460,121 - 1,171,460,121 39.91 1,171,460,121 - 1,171,460,121 39.91 -
B Public Shareholding
(1) Institutions
a Mutual Funds (includes UTI) 161,161,605.00 75,060 161,236,665 5.49 285,920,456.00 68,700 285,989,156 9.74 4.24
b Financial Institutions / Banks 48,298,803 30,890 48,329,693 1.65 67,228,778 15,740 67,244,518 2.29 0.64
c Central Government - - - - - - - - -
d State Governments 1,849,470 360,000 2,209,470 0.08 1,849,470 360,000 2,209,470 0.08 -
e Venture capital Funds - - - - - - - - -
f Insurance Companies 49,482,383 500 49,482,883 1.69 82,645,523 - 82,645,523 2.82 1.13
g FIIs 1,304,888 89,620 1,394,508 0.05 344,712 89,100 433,812 0.01 (0.03)
h Foreign Venture Capital Investors - - - - - - - - -
i Any other (Specify) -
Alternate Investment Funds 10,423,551 - 10,423,551 0.36 267,000 - 267,000 0.01 (0.34)
Sub Total B(1) 272,520,700 556,070 273,076,770 9.30 438,255,939 533,540 438,789,479 14.95 5.64

 

(2) Non-Institutions
a Bodies Corporate
(i) Indian 110,001,661 464,502 110,466,163 3.76 22,550,195 94,792 22,644,987 0.77 (2.99)
(ii) Overseas 2,000 - 2,000 0.00 - - - - (0.00)
b Individuals
(i) Individual Shareholders
holding Nominal Share
Capital upto Rs. 1 Lakh 356,485,383 15,596,131 372,081,514 12.68 376,204,599 12,335,855 388,540,454 13.24 0.56
(ii) Individual Shareholders
holding Nominal Share
Capital in excess of Rs. 1 Lakh 13,791,607 909,160 14,700,767 0.50 12,329,362 107,000 12,436,362 0.42 (0.07)
c Any other
- Association of Persons 1,870 - 1,870 0.00 1,011 - 1,011 0.00 (0.00)
- Clearing Members 9,260,496 - 9,260,496 0.32 14,434,466 - 14,434,466 0.49 0.17
- Trusts 14,438,970 - 14,438,970 0.49 15,919,507 - 15,919,507 0.54 0.05
- Corporate Body - - - - - - - - -
- Foreign Bodies 199,000 - 199,000 0.01 199,000 - 199,000 0.01 -
- NRI 17,820,047 36,822 17,856,869 0.61 18,280,859 18,612 18,299,471 0.62 0.01
- Foreign Nationals 11,485 - 11,485 0.00 7,410 - 7,410 0.00 (0.00)
- Limited Liability partnership 981,251 - 981,251 0.03 812,690 - 812,690 0.03 (0.00)
- Unclaimed Securities Sus A/c 1,150,351 - 1,150,351 0.04 483,431 - 483,431 0.02 (0.02)
- IEPF authority 2,470,507 - 2,470,507 0.08 5,076,753 - 5,076,753 0.17 0.08
- Foreign Portfolio Investor 594,166,502 - 594,166,502 20.24 493,263,994 - 493,263,994 16.80 (3.43)
Sub Total B(2) 1,120,781,130 17,006,615 1,137,787,745 38.76 959,563,277 12,556,259 972,119,536 33.12 (5.64)
Total Public Shareholding (B) =
(B)(1)+(B)(2) 1,393,301,830 17,562,685 1,410,864,515 48.06 1,397,819,216 13,089,799 1,410,909,015 48.06 0.00
C Shares held by Custodians for
GDRs and ADRs# 353,158,140 44,500 353,202,640 12.03 353,158,140 - 353,158,140 12.03 (0.00)
Grand Total (A) + (B) + (C) 2,917,920,091 17,607,185 2,935,527,276 100.00 2,922,437,477 13,089,799 2,935,527,276 100.00 -
#

(ii) Shareholding of Promoters

Sl. No. Shareholders Name

Shareholding at the beginning of the year (April 1,

2019)

Shareholding at the

end of the year (March 31, 2020)

No. of Shares % of total shares of the Company % of Shares Pledged / encumbered to total shares No. of Shares % of total shares of the Company % of Shares Pledged / encumbered to total shares % Change during the year
1 Hinduja Automotive Limited 1,493,532,882 50.88 1.87 1,493,532,882 50.88 4.74 0.00
2 Hinduja Foundries Holdings Limited (Promoter Group) 7,127,379 0.24 0.00 7,127,379 0.24 0.00 0.00

(iii) Change in Promoters Shareholding

Sl. No. Shareholders Name Shareholding at the No. of Shares the beginning of year % of total shares of the Company Shareholding the No. of Shares at the end of year % of total shares of the Company
1. Hinduja Automotive Limited
At the beginning of the year 1,493,532,882 50.88 - -
Date wise increase / Decrease in Promoters
Shareholding during the year - -
At the end of the year 1,493,532,882 50.88
2. Hinduja Foundries Holdings Limited (Promoter Group) - -
At the beginning of the year 7,127,379 0.24 - -
Date wise increase / Decrease in Promoters
Shareholding during the year - -
At the end of the year 7,127,379 0.24

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No. Name

Shareholding at the beginning of the year (April 1, 2019)

Cumulative Shareholding during the year (April 1, 2019 to March 31, 2020)

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 RELIANCE CAPITAL TRUSTEE COMPANY LIMITED
(Under different sub accounts)
At the beginning of the year 58,000,969 1.97
Bought during the year 112,343,948 3.82 170,344,917 5.80
Sold during the year 5,160,415 0.17 165,184,502 5.62
At the end of the year 165,184,502 5.62
2 ICICI PRUDENTIAL LIFE INSURANCE COMPANY
LIMITED ##
At the beginning of the year 50,371,908 1.71
Bought during the year 16,917,273 0.57 67,289,181 2.29
Sold during the year 62,118,434 2.11 5,170,747 0.17
At the end of the year 5,170,747 0.17
3 GOVERNMENT PENSION FUND GLOBAL
At the beginning of the year 47,746,994 1.62
Bought during the year 19,694,007 0.67 67,441,001 2.29
Sold during the year 8,554,775 0.29 58,886,226 2.00
At the end of the year 58,886,226 2.00

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): (contd.)

Sl. No. Name

Shareholding at the beginning of the year (April 1, 2019)

Cumulative Shareholding during the year (April 1, 2019 to March 31, 2020)

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
4 KUWAIT INVESTMENT AUTHORITY FUND
(Under different sub accounts) ##
At the beginning of the year 45,546,661 1.55
Bought during the year 8,509,097 0.29 54,055,758 1.84
Sold during the year 48,621,908 1.65 5,433,850 0.18
At the end of the year 5,433,850 0.18
5 LIFE INSURANCE CORPORATION OF INDIA /
LIFE INSURANCE CORPORATION OF INDIA P &
GS FUND
At the beginning of the year 40,051,842 1.36
Bought during the year 17,269,097 0.58 57,320,939 1.95
Sold during the year 0 0.00 57,320,939 1.95
At the end of the year 57,320,939 1.95
6 MOTILAL OSWAL MUTUAL FUND
(Under different sub accounts) ##
At the beginning of the year 29,695,554 1.01
Bought during the year 56,466 0.00 29,752,020 1.01
Sold during the year 29,691,149 1.01 60,871 0.00
At the end of the year 60,871 0.00
7 SCHRODER INTERNATIONAL SELECTION FUND
EMERGING ASIA
At the beginning of the year 25,359,909 0.86
Bought during the year 11,122,841 0.37 36,482,750 1.24
Sold during the year 0 0.00 36,482,750 1.24
At the end of the year 36,482,750 1.24
8 GENERAL INSURANCE CORPORATION OF INDIA
At the beginning of the year 23,434,300 0.79
Bought during the year 0 0.00 23,434,300 0.79
Sold during the year 2,000,000 0.06 21,434,300 0.73
At the end of the year 21,434,300 0.73
9 JP MORGAN INDIAN INVESTMENT COMPANY
(MAURITIUS) LIMITED ##
At the beginning of the year 19,953,446 0.68
Bought during the year 0 0.00 19,953,446 0.68
Sold during the year 19,953,446 0.68 0 0.00
At the end of the year 0 0.00
10 VANGUARD EMERGING MARKETS STOCK INDEX
FUND, A SERIES OF VANGUARD INTERNATIONAL
EQUITY INDEX FUNDS
At the beginning of the year 19,153,067 0.65
Bought during the year 94,423 0.00 19,247,490 0.65
Sold during the year 2,221,493 0.07 17,025,997 0.58
At the end of the year 17,025,997 0.58
11 MIRAE ASSET MUTUAL FUND
(Under different sub accounts) Rs.Rs.
At the beginning of the year 0 0.00
Bought during the year 57,518,817 1.95 57,518,817 1.95
Sold during the year 0 0.00 57,518,817 1.95
At the end of the year 57,518,817 1.95

 

12 GOVERNMENT OF SINGAPORE Rs.Rs.
At the beginning of the year 17,678,321 0.60
Bought during the year 27,312,433 0.93 44,990,754 1.53
Sold during the year 12,468,357 0.42 32,522,397 1.10
At the end of the year 32,522,397 1.10
13 FRANKLIN TEMPLETON MUTUAL
(Under different sub accounts) Rs.Rs.
At the beginning of the year 12,137,385 0.41
Bought during the year 27,276,142 0.92 39,413,527 1.34
Sold during the year 14,520,000 0.49 24,893,527 0.84
At the end of the year 24,893,527 0.84
14 VANGUARD TOTAL INTERNATIONAL STOCK INDEX
FUND Rs.Rs.
At the beginning of the year 18,263,736 0.62
Bought during the year 3,159,664 0.10 21,423,400 0.73
Sold during the year 484,137 0.01 20,939,263 0.71
At the end of the year 20,939,263 0.71

## Not in the Top 10 Shareholders list as on March 31, 2020. The same is provided above as they are in the Top 10 Shareholders list as on April 01, 2019.

Rs.Rs. Not in the Top 10 Shareholders list as on April 01, 2019. The same is provided above as they are in the Top 10 Shareholders list as on March 31, 2020.

The date-wise increase/decrease in shareholding of the Top Ten Shareholders is available at the website of the Company www.ashokleyland.com. Shareholding is consolidated based on permanent account number of shareholders.

(v) Shareholding of Directors and Key Managerial Personnel

Sl. No. Name

Shareholding at the beginning of the year (April 1, 2019)

Cumulative Shareholding during the year (April 1, 2019 to March 31, 2020)

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 MR. GOPAL MAHADEVAN
At the beginning of the year 120,000 0.00
05/07/2019 - Sold during the year (112,280) (0.00) 7,720 0.00
At the end of the year 7,720 0.00
2 MR. VIPIN SONDHI
At the beginning of the year (as on the date of appointment i.e November 8, 2019) 4,736 0.00
At the end of the year 4,736 0.00

Other Directors and key managerial personnel do not hold any shares in the Company.

VI INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

Amount in Rs.

Secured Loans Excluding deposits Unsecured Loans Deposits Total Borrowings
Borrowings at the beginning of the financial year 1.4.2019
i) Principal Amount 974,369,938 5,356,559,083 - 6,330,929,021
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 6,581,444 25,602,718 - 32,184,162
Total (i + ii + iii) 980,951,382 5,382,161,801 - 6,363,113,183
Change in Borrowings during the financial year
(Principal Amount)
Addition 75,738,713,544 63,213,160,635 - 138,951,874,179
Reduction (62,981,283,482) (49,466,397,393) - (112,447,680,875)
Net Change 12,757,430,062 13,746,763,242 - 26,504,193,304
Borrowings at the end of the financial year 31.3.2020
i) Principal Amount 13,731,800,000 19,103,322,325 - 32,835,122,325
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 10,201,370 27,984,019 - 38,185,389
Total (i+ii+iii) 13,742,001,370 19,131,306,344 - 32,873,307,714

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to MD & CEO and WTD & CFO

Amount in Rs.

S. No. Particulars of Remuneration Mr. Vipin Sondhi, Managing Director and Chief Executive Officer Mr. Gopal Mahadevan, Whole time Director and Chief Financial Officer Total Amount
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961. 19,698,462 44,535,829 64,234,291
(b) Value of perquisites under Section 17(2) of Income-tax Act, 1961 360,718 - 360,718
2 Commission - - -
Employee stock option # - - -
3 Others - retirement benefits 2,148,924 1,164,060 3,312,984
Total (A) 22,208,104 45,699,889 67,907,993
Ceiling as per the Act@ 10% of profits calculated under Section 198 of the Act 426,354,845

The above figures are on accrual basis.

# Employee stock option is treated as perquisite only at the time of exercise of option under Income Tax Act, 1961, accordingly expense charged during the vesting period is not considered here.

B. Remuneration to other Directors

Amount in Rs.

S. No. Particulars of Remuneration Fee for attending Committee / Board meetings Commission Others Total
Independent Directors
1. Prof. Dr. Andreas H Biagosch 1,220,000 4,000,000 - 5,220,000
2. Dr. Andrew C Palmer 260,000 3,500,000 - 3,760,000
3. Mr. Jean Brunol 1,760,000 4,500,000 - 6,260,000
4. Mr. Jose Maria Alapont 2,380,000 4,700,000 - 7,080,000
5. Ms. Manisha Girotra 1,160,000 2,500,000 - 3,660,000
6. Mr. Sanjay K Asher 1,870,000 4,300,000 - 6,170,000
7. Mr. Saugata Gupta* 500,000 1,500,000 - 2,000,000
Total (1) 9,150,000 25,000,000 - 34,150,000
Non-Executive Directors
8. Mr. Dheeraj G Hinduja, Chairman 1,650,000 10,000,000 - 11,650,000
Total (2) 1,650,000 10,000,000 - 11,650,000
Total (1) + (2) Managerial remuneration 10,800,000 35,000,000 - 45,800,000
Ceiling for commission as per the Act (@1% of the profits calculated under Section 198 of the Act) 42,635,484

The above remuneration excludes reimbursement of travel and other expenses incurred for the Companys business / meetings.

* Appointed with effect from November 8, 2019.

C. Remuneration to Key Managerial Personnel other than MD & CEO and WTD & CFO

Amount in Rs.

S. No. Particulars of Remuneration Mr. N Ramanathan, Company Secretary
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961. 17,883,749
(b) Value of perquisites under Section 17(2) of Income-tax Act, 1961 174,357
2 Commission -
Employee stock option -
3 Others - retirement benefits 445,122
Total (A) 18,503,228

VIII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

There were no penalties/punishments/compounding of offences for the year ended March 31, 2020.