The Directors present their Fifty Sixth Annual report and the Audited
Accounts of your Company for the year ended March 31, 2015.
Sales for the year under review were Rs. 1,944 crores compared to Rs.
1,798 crores in the last year showing an increase of 8% when compared
with the previous year.
The financial results of your Company for the year under review are as
(Rs in Crores)
Gross profit before finance
cost and depreciation 152.75 149.55
Finance Costs 59.07 55.35
depreciation 54.14 55.34
Profit before tax for the year 39.54 38.86
Profit after tax for the year 29.74 28.41
transfer to General Reserve 18.00 18.00
Dividend and transfer to General Reserve
The Board approved and paid an Interim dividend of Rs. 3.00 per equity
shares (30%) in February 2015.
Your directors are pleased to recommend a final dividend of Rs. 4.50 per
equity share (45%) for the year ended 31st march, 2015. the final
dividend recommended, if approved at the 56th Annual General meeting,
will be paid to all the shareholders whose name appears in the Register
of members as on the book closure date. the total dividend for the
financial year including the proposed final dividend will absorb Rs.
9.03 crores and dividend distribution tax of Rs.1.82 crores.
the Company proposes to transfer an amount of Rs. 18 crores to the
General Reserves. An amount of Rs. 9.63 crores is proposed to be
retained in the Statement of Profit and Loss.
As at 31st March, 2015, fixed deposits accepted by the Company from
public and shareholders aggregated to Rs. 91.69 crores, which are
within the limits prescribed under the Companies Act, 2013 (2013 Act)
and the rules framed thereunder.
With the notification of applicable provisions of the 2013 Act
governing deposits, with effect from 1st April, 2014, approval of
shareholders was obtained at the last Annual General meeting, by way of
Special Resolution for inviting/ accepting/ renewing deposits.
The provisions of the 2013 Act also mandate that any company inviting/
accepting/ renewing deposits is required to obtain Credit Rating from a
recognised credit rating agency. Your Company has obtained a credit
rating for its fixed deposit, from ICRA.
the details relating to deposits covered under Chapter V of the 2013
Act are given in Annexure I forming part of this Report.
Particulars of Loans, Guarantees or Investments
the Company has not given any loans or guarantees covered under the
provisions of Section 186 of the 2013 Act. the details of the
investments made by Company are given in the notes to the financial
A statement containing the salient features of the financial statement
of the Associate Companies are provided in Annexure I forming part of
Mr T K Seshadri, Independent Director of the Company, did not seek
re-election at the 55th Annual General meeting held on 8th Sep, 2014. Mr
J M A Akers, Non- Executive director, resigned his directorship during
the year. the Board places on record its appreciation of the valuable
services rendered by the above mentioned directors during their tenure
Mr Christopher M B Akers (Din 06979883) was appointed as a
Non-executive director of the Company in the board meeting held on 30th
Oct, 2014 in the place of Mr J M A Akers.
He holds office up to the conclusion of the 56th Annual General meeting
and being eligible offers himself for appointment by the members.
Mr T S Vijayaraghavan (Din 00063728), Mr S Prasad (Din 00063667), Mr
Aroon Raman (Din 00201205) and Mr B Santhanam (DIN 00494806) were
appointed as Independent Directors for a term of five consecutive years
from 8th Sep, 2014 by the Shareholders at the 55th Annual General
Ms bharati Rao (DIN 1892516) was appointed by the members of the
Company as an Independent Director for a term of five consecutive years
the board of Directors at its Meeting held on 23rd April, 2015
re-appointed Mr S Ram (DIN 00018309) as non-executive Chairman of the
board liable to retire by rotation with effect from 1st Sep, 2015,
subject to the approval of the Members of the Company. Mr Paul G Reitz
(DIN 07159137), was appointed as an Additional Director by the board of
Directors at its Meeting held on 23rd April, 2015. He holds office upto
the conclusion of the 56th Annual General Meeting and being eligible,
offers himself for appointment by the Members. the notice for this
Meeting places the above subjects before you for your approval.
under Article 94(3) of the Company, Mr S Viji (DIN 00139043) retires by
rotation and being eligible, offers himself for re-election. brief
resume of Directors proposed to be appointed along with additional
information pursuant to Clause 49 of the listing agreement are provided
in the Corporate Governance Report forming part of the Annual Report.
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149(6) of the 2013
Key Managerial Personnel
during the year under review, the Board took on record Mr Srivats Ram -
Managing director, Mr S Srivathsan - Chief Financial Officer & Company
Secretary as the Whole-time Key managerial Personnel of the Company
under Section 203 of the 2013 Act.
In order to improve the effectiveness of the board and its Committees,
as well as the effectiveness of each individual Director, the board
carried out an annual performance evaluation of its own performance and
that of its committees and the directors individually. The criteria
and manner in which the evaluation has been carried out are provided in
Annexure I forming part of this Report.
the Company has a program to familiarise Independent directors with
regard to their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, the business model of
the Company etc. and the same is available on the website of the
Company at www.wheelsindia.com.
the board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of directors,
Senior Management and their remuneration. the Nomination and
Remuneration Policy is provided as Annexure II forming part of this
Corporate Social Responsibility
As part of its initiatives under Corporate Social Responsibility (CSR),
the Company has undertaken various projects in accordance with Schedule
VII of the 2013 Act.
the board of directors of your Company has constituted the CSR
Committee to help the Company to frame, monitor and execute the CSR
activities. the board of your Company has further approved the CSR
Policy of the Company to provide a guideline for CSR activities of the
Company. the Committee defines the parameters and observes them for
effective discharge of the social responsibility of your Company.
the Company has fulfilled its obligation towards CSR by spending a sum
of Rs. 1.04 crores during the year. the constitution of the CSR
Committee and the report as required under the 2013 Act, are provided
as Annexure III forming part of this Report.
Your Company recognizes that Risk management is an integral part of
good management practice. Risk Management is an essential element in
achieving business goals and deriving benefits from market
opportunities. Accordingly the board, has approved and adopted Risk
Management Policy and implemented the above Policy including
identification of elements of risk. the Company has constituted a Risk
Management Committee with functional heads as members.
the purpose of the policy is to achieve the Company''s objectives in a
dynamic environment as well as to effectively manage the risks arising
and associated with its business, to establish a structured Risk
Management framework, covering various risks involved, and to ensure
that the risks attributed to the Company are identified, analyzed, and
The Committee also meets periodically and review the framework so as to
effectively address the emerging challenges in a dynamic business
environment and advises the Audit Committee on the appropriateness of
significant policies and procedures relating to the risk as applicable
to the Company.
Internal Control Systems and Audit
Your Company has adequate system of internal control commensurate with
its size and nature of business. These systems provide a reasonable
assurance in respect of providing financial and operational
information, safeguarding of assets of the Company, adhering to the
management polices besides ensuring compliances.
Internal Audit plays a key role by providing an assurance to the Board
of Directors and to the business operations. The Internal Audit team
monitors the effectiveness of controls, and also provides an
independent and objective assessment of the overall governance
processes in the Company, including the application of risk management.
Further, the Audit Committee reviews adherence to internal control
systems and internal audit reports.
Vigil Mechanism / Whistle Blower Policy
In accordance with the requirements of the 2013 Act, your Company has
established a Vigil Mechanism/ Whistle blower Policy for Directors and
Employees to report genuine concerns. The said Policy meets the
requirement of the Vigil mechanism framework under the 2013 Act, and
the members can view the details of the policy on www.wheelsindia.com.
Director''s Responsibility Statement
the board of directors acknowledges the responsibility of ensuring
compliance with the provisions of Section 134(3)(c) of the 2013 Act.
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your directors make the
following statements in terms of Section 134(3)(c) of the 2013 Act:
a. that in the preparation of the annual financial statements the
applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. that such accounting policies as mentioned in the Financial
Statements have been selected and applied consistently and judgement
and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at
march 31, 2015 and of the profit of the Company for the year ended on
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
2013 Act, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f. that proper systems are in place so as to ensure compliance with
the provisions of all applicable laws were in place and were adequate
and operating effectively.
Related Party Transactions
The Company has formulated a policy on Related Party Transactions and
the same is uploaded on the Company''s website www.wheelsindia.com.
All Related Party transactions that were entered into by the Company
during the financial year 2014-15, were at an arm''s length basis and
were in the ordinary course of business. there are no material
contracts or arrangement or transactions at arm''s length basis and
hence disclosure in form AOC-2 is not required.
All Related Party transactions were placed before the Audit Committee
for their prior approval in accordance with the requirements of the
Listing Agreement. the transactions entered into pursuant to such
approval are placed periodically before the Audit Committee.
there are no materially significant Related Party transactions made by
the Company with Promoters, Directors and Key Managerial Personnel
which may have a potential conflict with the interest of the Company at
Meetings of the Board
the Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other board business. the board
/ Committee meetings are pre-scheduled and a tentative annual calendar
of the board and Committee meetings are circulated to the directors in
advance to facilitate them to plan their schedule and to ensure
meaningful participation in the meetings.
However, in case of special and urgent business need, the board''s
approval is taken by passing resolutions through circulation, as
permitted by law, which are confirmed in the subsequent board meeting.
the details of the meetings of the board as well as the Committees are
disclosed in the Corporate Governance Report, forming part of this
Significant and Material Orders Passed by the Regulators or Courts
there are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations. there are no material changes and commitments,
if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the Report.
Employees and details of Remuneration:
None of the employees of the Company was in receipt of remuneration in
excess of the limits prescribed under the 2013 Act and the rules framed
thereunder. the information required pursuant to Section 197 of the
2013 Act read with Rule 5 of the Companies (Appointment and
Remuneration of managerial Personnel) Rules, 2014 in respect of
employees of the Company, is provided in Annexure IV forming part of
Disclosure under the Sexual Harassment of Women at Workplace
(prevention, prohibition and Redressal) Act, 2013
the Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. during the year
under review, there were no cases filed pursuant to the above Act.
In pursuance to Clause 49 of the Listing Agreement with the Stock
Exchange, Corporate Governance Report is given in Annexure V and forms
part of this Report.
M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai retire at
the conclusion of the Fifty Sixth Annual General meeting and are
eligible for re-appointment. The Company has received necessary
certificate from the Auditors under Sections 139 and 141 of the 2013
Act, to the effect that they satisfy the conditions under the 2013 Act
and the rules made thereunder for the above re-appointment. the
Directors recommend their re-appointment.
As required under the Listing Agreement, the Statutory Auditors have
also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
Pursuant to the provisions of Section 204 of the 2013 Act and the rules
framed thereunder, the Company appointed M/s. S dhanapal & Associates,
a firm of Company Secretaries in Practice to undertake the Secretarial
Audit of the Company. the Report of the Secretarial Audit is given as
an Annexure VI and forms part of this Report.
Comments on Auditors'' report
there are no qualifications, reservations or adverse remarks or
disclaimers made by the Statutory Auditors and Company Secretary in
Practice in their reports respectively. the Statutory Auditors have not
reported any incident of fraud to the Audit Committee of the Company in
the year under review.
Continuing the engagement with duPont, your Company has marched forward
in the safety journey to next level during 2014-15.
A structured monthly review meeting chaired by the managing director,
monitors the safety performance of various units with proper corrective
& preventive actions follow up. Standard Operating procedures with
safety incorporated have been made and trained people at all levels in
the organization. more focused attention paid to Supervisory and
operator cadre to bring about a complete Safety Operating culture.
the results are very encouraging and your Company strives to become one
of the leading Company for hall mark of Safe working practices.
Extract of Annual Return
the details forming part of the extract of the Annual Return in
Annexure VII forms part of this Report.
Conservation of Energy, technology Absorption and Foreign exchange
earnings and outgo as required under Section 134(3)(m) of the 2013 Act,
read with rule 8(3) of the Companies (Accounts) rules, 2014 are
enclosed as Annexure VIII and forms part of this report.
the directors wish to thank united bank of India, State Bank of India,
Standard Chartered Bank, HDFC bank, other banks and financial
institutions for their continued support. Your Company continues to
have the full co-operation of all its employees. the directors would
like to place on record the appreciation of the efforts of the
employees in controlling costs and improving the profitability of the
On behalf of the board of directors
Chennai S Ram
may 18, 2015 Chairman