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Wheels India Ltd.

BSE: 590073 | NSE: WHEELS |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE715A01015 | SECTOR: Auto Ancillaries

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Sep 17, 15:40
789.90 -7.55 (-0.95%)
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2,745
10-Day
2,122
30-Day
3,057
4,216
  • Prev. Close

    797.45

  • Open Price

    788.90

  • Bid Price (Qty.)

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Sep 17, 15:59
786.05 -10.70 (-1.34%)
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18,369
10-Day
17,639
30-Day
22,088
26,219
  • Prev. Close

    796.75

  • Open Price

    797.50

  • Bid Price (Qty.)

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  • Offer Price (Qty.)

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Annual Report

For Year :
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Director’s Report

Dear Members, The Directors present their Fifty Sixth Annual report and the Audited Accounts of your Company for the year ended March 31, 2015. Performance 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. Financial Results The financial results of your Company for the year under review are as below: (Rs in Crores) 2014-15 2013-14 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. Fixed Deposits 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 statements. Associate Companies A statement containing the salient features of the financial statement of the Associate Companies are provided in Annexure I forming part of this Report. Directors 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 of office. 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 meeting. Ms bharati Rao (DIN 1892516) was appointed by the members of the Company as an Independent Director for a term of five consecutive years from April1,2015. 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 Act. 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. Board Evaluation 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. Familiarisation Programme 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. Remuneration policy 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 Report. 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. Risk Management 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 managed. 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 that date; 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 concern basis; 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 large. 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 Report. 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 this Report. 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. Corporate Governance 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. Auditors 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. Secretarial Audit 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. Safety 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. General 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 Company. On behalf of the board of directors Chennai S Ram may 18, 2015 Chairman Din 00018309

Director’s Report