To
The Members,
The Directors present the 43rd Annual Report of Automobile Corporation of Goa Limited
("the Company" or "ACGL") along with the audited financial statements
for the financial year ended March 31, 2023 .
1. Financial Results (Rs. in Lakhs)
|
Standalone |
Particulars |
FY 2022-23 |
FY 2021-22 |
Revenue |
50,621.46 |
28,178.02 |
Other income |
793.13 |
729.21 |
Total income |
51,414.59 |
28,907.23 |
Expenses |
|
|
Operating expenditure |
47,523.51 |
27,471.67 |
Depreciation and amortization expenses |
467.55 |
497.48 |
Total Expenses |
47,991.06 |
27,969.15 |
Profit before finance cost, tax and exception items |
3,423.53 |
938.08 |
Exceptional items |
296.69 |
(594.22) |
Finance cost |
8.26 |
9.41 |
Profit before tax and OCI (PBT) |
3,711.96 |
334.45 |
Tax expense |
927.35 |
(9.69) |
Other comprehensive loss(net of tax) |
(154.99) |
(127.24) |
Profit for the year |
2,629.62 |
216.90 |
Attributable to: |
|
|
Shareholders of the company |
2,629.62 |
216.90 |
Non-Controlling Interest |
- |
- |
Opening Balance of retained earning |
8,949.92 |
8,733.02 |
Profit for the Year |
2,784.61 |
344.14 |
Less: Other comprehensive losses |
154.99 |
127.24 |
Total comprehensive income |
2,629.62 |
216.90 |
Dividend |
152.22 |
- |
Transfer to reserve |
- |
- |
Closing balance of retained earnings |
11,427.32 |
8949.92 |
2. Dividend
Your Company has paid an Interim Dividend of 25% (i.e. Rs. 2.50 per Equity Share) to
the Equity shareholders on February 15, 2023.
Based on the Company's performance, the Board of Directors has recommended a final
dividend of 150% (i.e. Rs. 15/- per equity share) to the Equity shareholders for the
financial year ended March 31, 2023, which is subject to the approval of shareholders in
forthcoming Annual General Meeting ("AGM")
Thus, the aggregate dividend is 175% for the financial year 2022-23
The dividend would involve a total cash outflow of Rs. 1,065.51 Lakhs (Inclusive of
Interim Dividend and Final Dividend) for FY 2022-23 and result in a payout of 40.52% of
current profit after tax.
3. Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profit for Financial
Year ended 31 March,2023 in the statement of profit and loss.
4. Company's Performance
On a standalone basis, the revenue for FY 2022-23 was Rs.506.21 crore, higher by 80%
over the previous year's revenue of Rs. 281.78 crore in FY 2021-22. The profit after tax
(PAT) attributable to the shareholders for FY 2022-23 was Rs. 26.30 crore registering a
growth of 1112% over the PAT of Rs. 2.17 crore for FY 2021-22.
5. Subsidiary Companies
The Company does not have any subsidiary, associates, and joint venture companies.
6. Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Company's internal financial controls were adequate
and effective during FY2022-23 .
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that: i. In the preparation of the annual accounts, the
applicable accounting standards have been followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent 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 that period; iii. they have taken proper and sufficient care 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; iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and operating effectively; vi. they have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
7. Directors and Key Managerial Personnel
In accordance with provision of the Act and Articles of Association of the Company, Mr.
Girish Wagh (DIN:03119361), Director of the Company retires by rotation and being
eligible, offers himself for re-appointment. A resolution seeking shareholders' approval
for his re-appointment forms part of the Notice.
Mr Aasif Malbari (DIN:07345077) resigned from the directorship of the Company w.e.f.
May 8, 2023.
During the year under review Mrs. Sanu Kapoor has resigned from the post of Company
Secretary and Compliance Officer of the company w.e.f. March 18, 2023 and Mr. Sanjay
Chourey appointed as Compliance Officer w.e.f. March 19, 2023.
At the forthcoming AGM, approval of Members will be sought to the following
appointment:
Mr. Vishal Badshah (DIN:10106666) was appointed as an Additional Non-Executive
(Non-Independent) Director of the Company by the Board w.e.f May 8, 2023, liable to retire
by rotation, subject to approval of Members at this AGM. He shall hold office as an
Additional Director upto the date of this AGM and is eligible for appointment as a
Director.
Mr. G V Ramanan (DIN:01446016) was appointed as an Additional Non-Executive
(Non-Independent) Director of the Company by the Board w.e.f May 8, 2023, liable to retire
by rotation, subject to approval of Members at this AGM. He shall hold office as an
Additional Director up to the date of this AGM and is eligible for appointment as a
Director.
The Members at the 42nd Annual General Meeting held on June 24, 2022 had approved for
continuation of Mr. O. V. Ajay (DIN: 07042391) as Chief Executive Officer & Executive
Director ("CEO & ED") of the Company upto March 31, 2023 including payment
of remuneration upto the end of his tenure i.e. March 31, 2023. Mr. O V Ajay has been
deputed by the Company's promoter Tata Motors Ltd (TML) and as per TML policy his
retirement date is March 31, 2023.
Further as per the TML policy Mr. O V Ajay has been Superannuated on 31st March 2023,
and the Nomination and Remuneration Committee deliberated to the board on the succession
plan for the position of CEO & ED considering the current situations and the ongoing
projects, The Committee reviewed few important ongoing projects such as engineering and
manufacturing transformations and also, ongoing IR issues led by Mr. O V Ajay, CEO &
ED. Therefore, on the recommendation of the Nomination and Remuneration Committee, the
Board of Directors of the Company at its meeting held on January 19, 2023, approved the
extension of term of Mr. O V Ajay as CEO & Executive Director of the Company for a
period of one year commencing from April 1, 2023 till March 31, 2024, upon the terms and
conditions agreed between Mr. Ajay and the Company including remuneration, subject to the
approval of the Members.
Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no
change in the circumstances affecting their status as independent directors of the
Company. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed
that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties.
During the year under review, 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 the purpose of attending
meetings of the Board/Committee of the Company.
None of the Directors of your Company is disqualified for being appointed as Director,
as specified in Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014 as amended.
Brief resume and other details of the Director(s) being appointed/re-appointed at the
ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company
Secretaries of India and Regulation 36 of the SEBI Listing Regulations, are separately
disclosed in the Notice of the ensuing AGM.
The resolutions seeking approval of the Members for appointment/re-appointment of
Directors of the Company forms part of the notice convening 43rd Annual General Meeting.
The Board recommends their appointment/re-appointment at the ensuing Annual General
Meeting.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2023 are:
1. Mr. O V Ajay (DIN: 07042391) - CEO & Executive Director
2. Mr. Raghwendra Singh Butola Chief Financial Officer
3. Mrs. Sanu Kapoor- Company Secretary*
*Mrs. Sanu Kapoor has resigned w.e.f. March 18, 2023.
8. Number of Meetings of the Board
Six (6) meetings of the Board were held during the year under review. For details of
meetings of the Board, please refer to the Corporate Governance Report, which is a part of
this report.
9. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The performance of the board was evaluated by the board after seeking inputs from all
the directors based on criteria such as the board composition and structure, effectiveness
of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members based on criteria such as the composition of committees,
effectiveness of committee meetings etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors, performance of non-independent
directors, the Board as a whole and the Chairman of the Company was evaluated, considering
the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors based on criteria such as the contribution of the individual director
to the board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent directors and meeting
of Nomination and Remuneration Committee, the performance of the board, its committees,
and individual directors was also discussed. Performance evaluation of independent
directors was done by the entire board, excluding the independent director being
evaluated.
10. Policy on Directors' Appointment and Remuneration and other Details
The Company's 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 is a part of this report and is also available on website of the Company at
http://acglgoa.com/wp-content/uploads/2022/05/Final-ACGL-Remuneration-Policy-for-Directors-KMP..v2.pdf
11. Internal Financial Control Systems and their Adequacy
The Company's internal control systems are commensurate with the nature of its
business, the size and complexity of its operations and such internal financial controls
with reference to the Financial Statements are adequate.
Other details in respect of internal financial control and their adequacy are included
in the Management Discussion and Analysis, which is a part of this report.
12. Committees of the Board
a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders
Relationship Committee d. Corporate Social Responsibility Committee e. Risk Management
Committee f. Capital Investment Committee
The details including to the composition of the committee (term of reference/
attendance) are included in the Corporate Governance Report, which is a part of this
report.
13. Auditors
M/s. BSR & Co. LLP, Chartered Accountants (ICAI Firm Registration
No.101248W/W-100022) were re-appointed as the Statutory Auditors at the 42nd Annual
General Meeting of the Company for a period of five years commencing from the conclusion
of the 42ndAnnual General Meeting until the conclusion of the 47th Annual General Meeting
of the Company.
14. Auditor's Report and Secretarial Audit Report
The statutory auditor's report and the secretarial audit report do not contain any
qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report
is attached to this report.
15. Risk Management
The Board of Directors of the Company has formed a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company. The Committee is
responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The development
and implementation of risk management policy has been covered in the Management Discussion
and Analysis, which forms part of this report.
16. Particulars of Loans, Guarantees or Investments
Particulars of loans, guarantees given and investments made during the year under
review in accordance with Section 186 of the Companies Act, 2013 have been disclosed in
the financial statements.
17. Related Party Transactions
In line with the requirements of the Act and the SEBI Listing Regulations, the Company
has formulated a Policy on Related Party Transactions and the same can be accessed on the
Company's website at http://acglgoa.com/wp-content/uploads/2021/03/Policy-on-Materiality-and-Dealing-with-Related-Party-Transactions.pdf.
During the year under review, all transactions entered into with related parties were
approved by the Audit Committee. Details of transactions with related party as per Form
AOC-2 are provided in Annexure-I to this report.
Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the
shareholders on material related party transactions is being placed at the AGM.
18. Corporate Social Responsibility
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 under
review are set out in Annexure II of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR
Committee, please refer to the Corporate Governance Report, which is a part of this
report. The CSR policy is available on website of the Company at
http://acglgoa.com/wp-content/uploads/2017/02/Contents-of-the-CSR-Policy-Jan-2017.pdf
19. Annual Return
As per the requirements of Section 92(3) of the Act and Rules framed there under, the
Annual Return in Form MGT-7 for FY 2021-22 is available on website of the Company at https://acglgoa.com/annual-return/
20. Particulars of Employees
The information required under Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given below:
a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company and percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer and Company Secretary in the financial year:
2022-23
Name of Directors |
Ratio of Median |
Percentage increase in Remuneration |
Non Executive Directors |
|
|
Mr. Shrinivas V Dempo |
0.82:1 |
46% |
Dr. Vaijayanti Pandit |
0.65:1 |
36% |
Mr. Yatin Kakodkar |
1.10:1 |
25% |
Mr. Girish Wagh |
0.74:1 |
55% |
Mr. Rohit Srivastava |
0.61:1 |
56% |
Mr. Aasif Huseini Malbari |
0.79:1 |
38% |
Mr. Nagesh Pinge |
0.79:1 |
28% |
Executive Directors |
|
|
Mr. O V Ajay, CEO & ED # |
20.34:1 |
22% |
Chief Financial Officer |
|
16% |
Mr. Raghwendra Singh Butola |
|
|
Company Secretary |
|
|
Mrs. Sanu Kapoor (upto March 18, 2023)* |
- |
NA |
Mr. Anil Kumar Sharma (upto May 28, 2021)* |
- |
NA |
Further Non-Executive Directors of the Company opted not to receive commission for
FY2021-22 payable in FY2022-23 due to stressed financial performance of the company in
FY2021-22.
# On deputation from Tata Motors Limited, Salary amount includes Deputation Charges
paid through Tata Motors Ltd (exclusive of taxes) and Incentive remuneration paid/payable
directly by the Company. The remuneration to Executive Director is within overall limits
approved by the shareholders and within the limits prescribed under the Schedule IV of the
Companies Act, 2013.
* Since the remuneration is only for part of the year, the ratio of their remuneration
to median remuneration and percentage increase in remuneration is not comparable and
hence, not stated.
b. The percentage increase in the median remuneration of employees in the financial
year: 3%
c. The number of permanent employees on the rolls of Company 462
d. Average percentile increases already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
During the year Company gave increments to staff members and VDA increase to permanent
workers for FY 2022-23.
The increase in KMP salary is as a result of general increment and variable pay
increase in FY2022-23, which was reduced in the previous year due to inadequacy of
profits.
e. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the
company.
f. The statement containing names of top ten employees in terms of remuneration drawn
and the particulars of employees as required under Section 197(12) of the Act read with
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this report. Further, the
report and the accounts are being sent to the Members excluding the aforesaid annexure. In
terms of Section 136 of the Act, the said annexure is open for inspection at the
Registered Office of the Company. Any Member interested in obtaining a copy of the same
may write to the Company Secretary.
21. Disclosure Requirements
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors'
Certificate thereon, and the Management Discussion and Analysis are attached, which forms
part of this report.
A Business Responsibility Report as per Regulation 34 of the SEBI Listing Regulations,
and the Dividend Distribution Policy as per Regulation 43A of the SEBI Listing Regulations
are not applicable to the Company.
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
22. Deposits from Public
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
23. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo [Pursuant to Companies (Accounts) Rules, 2014]
A. Conservation of Energy
The Company has always tried to improve energy efficiency significantly. During the
year under review the steps taken by the Company to conserve energy include:
l At its plants, the Company has carried out various actions to optimize energy
consumption and reduce losses. l Optimization of shifts done to reduce the power
consumption. l In its plants and offices, the Company has replaced conventional light
fixtures with energy efficient fixtures such as LED lights and tubes. l Speed Control of
Fan Motor for Air Balancing at Paint shop to reduce power consumption. l Compressed air
leakages checked periodically for the necessary repairs which had resulted in energy
saving. l Paint Shop baking oven blower fan speed controlled and achieved reduction in
power upto 4KWH (Rs.18/- per bus) at plant II of Goa. l At Plant I the Company has
replaced conventional High bay lights (400 W) with energy efficient LED High bay lights
(200 W).
B. Absorption of Technology
1. Efforts made towards Technology Absorption:
The Company has under taken the following initiatives for technology absorption during
the year 2022-23
l Major changes carried out by the Company on LPO 1618/62 Euro-IV, Dubai A/C bus
2. Benefits derived from R&D and future plan of action:
The Company is focusing on the innovation and technology development to enhance the
value of the products and manufacturing procedures in order to cater varied market
demands.
3. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year): Not Applicable
4. Expenditure on Research and Development:
a) |
Capital |
Rs. 14.07 |
lakhs |
b) |
Recurring |
Rs.155.22 |
lakhs |
c) |
Total |
Rs. 169.29 |
lakhs |
d) |
Total as a percentage of net turnover |
0.34% |
|
|
(Excluding other income and taxes) |
|
|
.
C. Foreign Exchange earnings and outgo:
Earnings: i. On export of goods calculated on FOB basis - Rs.48.19 Lakhs ii. The
Company has exported bus bodies and component parts thereof through a merchant exporter
Rs.17,015.88 Lakhs (excluding taxes)
Outgo: i. Travelling expenses Rs. 2.56 Lakhs ii. Procurement of raw material
Nil
24. Cost Auditors
Maintenance of cost records as specified by the Central Government under Section 148
(1) of the Act is not applicable to the Company.
25. Acknowledgement
The Directors thank the Company's employees, customers, vendors, investors and academic
partners for their continuous support.
The Directors also thank the Government of India, Governments of various states in
India, Governments of various countries and concerned Government departments and agencies
for their co-operation.
The Directors appreciate and value the contribution made by every member of the ACGL
family.
The Directors appreciate and value the contributions made by all our employees and
their families for making the Company what it is.