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ANNUAL REPORT
2 0 0 5 - 06
@ Ashok Leyland
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it was along with one of their parents in most oases, anxious mothers keeping a close watch on them.
Fighting cerebral palsy or neurological
or locomotive disabilities, these kids can
just about manage walking.
ANNUAL R E P O R T 2005
06
The problem
The result
The IT solution
To address this issue, a programme
named Chassis Biography was
designed, entirely in-house, by Ashok
Leyland Information Management
Services (ALIMS).
s p e e o m G UP B u s i n e s s p p o c e s s e s
THPOUGH innovarive THinKinc.
The problem
Under the CENVAT regime, excise
duties paid on inputs can be offset
against excise duty liabilities for finished
goods. This entailed grappling with huge
quantity of data from across the
Company and the steadily increasing
volumes of the same was only further
hampering efficient availing of CENVAT.
The IT solution
The solution lay in re-engineering the
existing software, again developed
entirely in-house. It made the whole
process transparent, reduced manual
labour involved and integrated with the
Oracle-based AL-ERP application
portfolio.
The result
This software solution enabled faster
availing of credit with minimal data
inputs, reduced process time,
enhanced accuracy, made it easy to
identify and trace transactions and it
also reduced cash outflow. According to
K V Mohandoss, Deputy Commissioner
of Central Excise (Hosur II Division):
"I am pleased to state that it is an endto-end process integrated with other
processes of the Company.
It takes care of the statutory
requirements with reference to the
CENVAT Credit Rules 2004. I feel this
package is extremely useful to Ashok
Leyland, particularly as they have opted
for the scheme of 'Large Taxpayers
Units' and it is useful to the Central
Excise Department as well. The details
of suppliers who issue CENVAT invoices
can also be gathered from this package
for the purpose of central excise and
service tax."
Empowering MISSION
GEMBA with Mpower.
The problem
The IT solution
The result
an i n T E p n a j i o n a L c t a s s OF V E H I C L E S
D E S I G D E D arm D E V E L O P E D in moia.
ANNUAL REPOF
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2O04-05
2O05-06
Economic v a t u e a o o e o ( E v a )
(as a % TO economic capirat
Contents
Board of Directors
19
Highlights of Performance
20
Directors' Report
21
24
34
35
40
CEO/CFO Certification
41
42
Balance Sheet
44
45
46
48
50
58
61
68
69
R J Shahaney, Chairman
D G Hinduja, Vice Chairman (Alternate : YM Kale)
D J Balaji Rao
F J Colon Martinez (Alternate : G Sagone)
A K Das (Alternate : IN Chatterjee)
P N Ghatalia
S R Krishnaswamy
E A Kshirsagar
F Sahami
A Spare
S V Young
R Seshasayee, Managing Director
'
V K Dasari
K Sridharan
J N AmroLia
S Balasubramanian
A Bhat
A R Chandrasekharan
R Malhan
S Nagarajan
M Natraj
B M Udayashankar
N Sundararajan
M S Krishnaswami & Rajan
Deloitte Haskins & Sells
Geeyes & Co.
Bank of America
Bank of Baroda
Canara Bank
Central Bank of India
Citibank N.A.
HDFC Bank Limited
ICICI Bank Limited
IDBI Bank Limited
Punjab National Bank
Standard Chartered Bank
State Bank of India
The Hongkong and Shanghai Banking
Corporation Limited
Plants
A N N U A L R E P O R T 2 0 0 5 - 0 6 IH
Highlights of Performance
Rs. Millions
2005-06 2004-05 2003-04 2002-03 2001-02 2000-01 1999-00 1998-99 1997-98 1996-97
Sales volume
Vehicles (nos.)
61655
54740
48654
36444
29673
32475
37859
29741
31547
43352
Engines (nos.)
7171
6254
5085
5924
5258
6311
6004
7185
7611
8331
7838
5460
4468
4771
5492
5139
2145
2145
2520
2030
60531
48108
39273
30740
26304
26067
25987
20451
20143
24825
4523
3550
2865
1701
1322
1019
933
233
207
1570
3273
2714
1936
1202
923
917
785
204
184
1249
Fixed assets
10847
9790
9211
9398
10098
9613
9458
9547
9026
8399
Investments
3682
2292
1466
1576
1173
1179
1204
625
485
583
8239
9916
6310
7481
9825
10223
10329
10491
13914
13679
22768
21998
16987
18455
21096
21015
20991
20663
23425
22661
1222
1189
1189
1189
1189
1189
1189
1189
1189
1189
12830
10296
9005
8406
9131
10496
10145
9852
9763
9704
Loan funds
6919
8804
4990
7175
8884
9330
9657
9622
12473
11768
1797
1709
1803
1685
1892
22768
21998
16987
18455
274
228
163
120
100
11845
12178
Sales value
Assets
Financed by
Shareholders' funds - Capital
- Reserves
21096
21015
20991
20663
23425
22661
101
78
77
66
17
15
105
75
50
45
40
35
10
10
50
1200?
11860
13218
13489
14056
14254
14635
15274
Directors' Report
Financial Results
2005-2006
2004-2005
Rs. Millions
Rs. Millions
4,523.00
3,550.10
1,249.80
836.00
3,273.20
2,714.10
89.17
68.33
1,784.13
1,339.24
(1,000.00)
(1,000.00)
4,125.66
3,142.51
1,597.86
1,189.29
224.10
169.09
2,303.70
1,784.13
2.74
2.28
Appropriation:
Proposed dividend
Tax on dividend
Balance profit carried to Balance sheet
Basic Earnings per Share (Face Value Re.l/-)
DIVIDEND
The Directors recommend a dividend of
120% (Rs.1.20 per equity share of Re.l/-)
for the year ended March 31, 2006. This
Dividend will also be payable on the
shares arising from conversion of
Foreign Currency Convertible Notes
(FCCNs) issued in April 2004, to the
extent converted upto the Book Closure
Dates.
BUSINESS OPERATIONS
The year 2005-06 continued to be a good
year when the Company achieved several
new records and milestones riding on the
overall economy and buoyancy in the
market. The highlights are discussed in
detail in the Management Discussion and
Analysis Report attached as Annexure-D
to this Report.
RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION, ENERGY
CONSERVATION ETC.
The particulars prescribed by the
Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules,
1988 relating to Conservation of Energy,
Technology Absorption, Foreign Exchange
are furnished in Annexure-A to this
Report.
CORPORATE GOVERNANCE
Directors' Report
ACTIVITIES
ASHLEY TRANSPORT SERVICES LIMITED
The activity in this Company had to be
curtailed during the year in order to
revamp and strengthen some of the
controls and operating procedures
required for this pioneering business
venture.
GULF ASHLEY MOTOR LIMITED
This Company was formed primarily to
strengthen the dealer network and
customer servicing in the Eastern parts
of the country. The initiative has started
yielding good results as reflected by the
increased sales and market share for this
Company in these regions.
FOREIGN CURRENCY CONVERTIBLE
NOTES (FCCNs)
The Foreign Currency Convertible Notes
(FCCNs) for USD 100 mn. issued in
April 2004 are convertible into shares of
the Company (Fixed Exchange Rate
USD 1 - Rs.44.10); Conversion Price
(reset in 2005) of Rs.31/- per share of
face value Re.l/- each. The market price
of the Company's equity shares in the
Indian Stock Market has improved
considerably in the last few months.
Starting from February 2006, the
Company has received 9 requests upto
March 31, 2006 for conversion of 22700
FCCNs into ,32292576 equity shares. From
April 1, 2006 upto April 29, 2006, the
Company has received 3 more requests
for conversion of 8050 FCCNs into
11451773 equity shares. These requests
have been approved and conversions
have taken place. All the procedures
consequent to the conversion are being
completed on time and these shares,
which rank pan passu with the earlier
shares in all respects, are tradable in the
Indian Stock Exchanges. The details of
the enhanced share capital as on March
31, 2006 and the corresponding revised
shareholding pattern are given, as part
of the Corporate Governance Report
(Annexure-B) to this Report.
SUBDIVISION OF SHARES
During the year 2004-05, your Company's
shares were subdivided (from a face
General Meeting and are eligible for reappointment. The necessary resolutions
are being placed before the shareholders
for approval.
COST AUDITOR
The Government has stipulated Cost
Audit of the Company's records in respect
of motor vehicles as well as engines.
M/s Geeyes & Co., Cost Auditors have
carried out these assignments. Their
findings have been very satisfactory.
SECRETARIAL AUDIT
As directed by Securities and Exchange
Board of India (SEBI), Secretarial Audit
is being carried out at the specified
periodicity by a Practising Company
Secretary. The findings of the Secretarial
Audit were entirely satisfactory.
AUDITORS
M/s M S Krishnaswami & Rajan
and M/s Deloitte Haskins & Sells,
Chartered Accountants retire at the
ensuing Annual General Meeting and are
eligible for re-appointment. The
Company has received confirmation that
their appointment will be within the
limits prescribed under Section 224(1B)
of the Companies Act, 1956. The Audit
Committee of the Board has
recommended their re-appointment. The
necessary resolution is being placed
before the shareholders for approval.
ACKNOWLEDGEMENT
The Directors wish to express their
appreciation of the continued
co-operation of the Central and State
Governments, Bankers, Financial
Institutions, Customers, Dealers and
Suppliers and also the valuable
assistance and advice received from
major shareholders LRLIH Ltd., Hinduja
Group, Iveco and all the shareholders.
The Directors also wish to thank all the
employees for their contribution, support
and continued co-operation through
the year.
On behalf of the Board of Directors
Chennai
April 29, 2006
R J SHAHANEY
Chairman
are:
Elimination of non-productive energy consumption by
addition of infrastructure.
demand.
Value addition ijn terms of modifications, realignments
and system improvements in major power consuming
4. Expenditure on R & D
Rs. Millions
Capital
485.55
Revenue
563.85
(excluding depreciation)
Total
1,049.40
1.7%
as % of total turnover
shortly.
earnings.
1)
ensure transparency and professionalism in all decisions and transactions of the Company
The Company has adopted a Code of Conduct for members of the Board and senior management, who have all affirmed in
writing their adherence to the Code. The full text of the Code is furnished at the end of this Report, and is also displayed at
the Company's website www.ashokleyland.com
2)
BOARD OF DIRECTORS
a)
Composition : The Board of Directors of the Company, headed by a non-executive Chairman, consisted of the following
Directors, as on March 31, 2006, categorised as indicated:
Non-executpve Directors
a)
Promoter Group
b)
Mr R J Shahaney (Chairman)
c)
Independent
Mr
Mr
Mr
Mr
D J Balaji Rao
P N Ghatalia
S R Krishnaswamy (representing LIC as shareholder)
E A Kshirsagar
Mr S V Young
ii)
Executive Director
Managing Director
^
Equity Shares held by Directors
Name of the Director
Mr R J Shahaney
Mr R Seshasayee
b)
Mr R Seshasayee
11730
11236
Attendance at Board Meetings and last A.G.M. and details of memberships of Directors in other Boards and Board
Committees
Details of Board Meetings held during the year 2005-06
Date of Meeting
April 28, 2005
Board Strength
11
11
12
12
12
12
12
i
j
'
T
i
The time gap between any two meetings did not exceed four months.
The last Annual General Meeting was held on July 26, 2005.
12
12
MEMBERSHIPS AS ON 31/3/2006 IN
No. of
Board
meetings
attended
Name of Director
Whether
attended
last A.G.M.
held on
July 26, 2005
Other Boards
(excluding
Ashok leyland)
(Note 5)
4
(4 as Chairman)
7
Mr R J Shahaney
Yes
Mr D J Balaji Rao
Yes
Mr F J Colon Martinez
__.____.
No
Yes
Yes
~~M7p~lTdh7talia
Mr
Mr
Mr
Mr
Mr
Mr
Mr
Mr
(Note 1)
D G Hinduja
H Wingele
(Note 2)
S R Krishnaswamy
E A Kshirsagar
F Sahami
S V Young
A Spare
R Seshasayee
4
5
5
{Note 3)
(Note 4)
3
Nil
"
1
(1 as Chairman)
8
(4 as Chairman)
"Nil
1
7 "
(3 as Chairman)
Nil " -1
Nil
Nil
1
5
\
4
Nil
1
4
Yes
Yes
Yes
Yes
Yes
Not Applicable
Yes. As Invitee
Yes
Other Board
Committees
(excluding
Ashok Leyland)
(Note 6)
(1 as Chairman)
f~ ~ 1
1
\
1
1
6
(3 as Chairman)
Nil
Nil
1
Alternate Directors :
Mr I N Chatterjee
Mr Y M Kale
Mr G Sagone
No
3 .
(1 as Chairman)
Nil
No
!
j
3
(1 as Chairman)
|
j
2
(1 as Chairman)
Yes
Nil
AUDIT COMMITTEE
a)
Constitution
The Audit Committee of the Company was constituted in July 1987 with Terms of Reference, which covered most of the
aspects stipulated by SEBI in the year 2000. These were comprehensively reviewed once again by the Company's Board
in the year 2000, and the Audit Committee has been mandated with the same Terms of Reference as specified in Clause
49 of the Listing Agreements with Stock Exchanges. The Terms of Reference also fully conform to the requirements of
Section 292A of the Companies Act, 1956.
b)
Mr D 0 Balaji Rao
Mr P N Ghatalia (from April 28, 2005)
All the members of the Audit Committee have expertise in Finance as well as in general management.
Mr E A Kshirsagar, Mr P N Ghatalia and Mr F Sahami had been senior partners in leading firms of Chartered Accountants.
Mr Balaji Rao had been the Deputy Managing Director of the then ICICI Ltd., (now ICICI Bank) and the Managing
Director of Infrastructure Development Finance Company Ltd.
c)
Committee
Kn of 0',<"fi,->",
Strength
P'OSf/it
Date of Meeting
Mr N Sundararajan, Company Secretary is the Secretary to the Committee. He is also the Head of the Internal Audit
function, and has attended all the above Meetings of the Committee.
Mr K Sridharan, Chief Financial Officer, attended all the above meetings of the Committee.
The Statutory Auditors of the Company and the Cost Auditors are invited to join the Audit Committee Meetings. The Audit
Committee discusses with the Statutory Auditors on the "Limited Review" of the quarterly/half-yearly accounts, the Audit
Plan fof the year, matters relating to compliance with Accounting Standards, the Auditors' observations arising from the
annual audit of the Company's accounts, and other related matters. The Committee also reviews at every meeting the
significant observations arising from the reports of the Internal Audit Department and the adequacy of the follow up action
taken by the Management. The Committee discusses with the Cost Auditor about the Annual Cost Audit Reports, his
observations and allied matters.
4)
REMUNERATION COMMITTEE
a)
The Remuneration Committee consists entirely of non-executive Directors. Mr D J Balaji Rao, independent Director is the
Chairman of the Committee. Mr R J Shahaney and Mr F Sahami are the other members.
Mr N Sundararajan, Company Secretary is the Secretary to this Committee.
The Committee is mandated with the following Terms of Reference :
Determination and approval of the quantum of commission and special allowance payable
to the Managing Director; and
Determination and approval of the annual increments to the Managing Director.
Within the overall limits approved by the shareholders, the above determinations are based on the overall performance
of the Company during the relevant financial year, and on the Committee's assessment of the personal contribution and
achievements of the Managing Director.
b)
The Committee met once during the year on April 27, 2005. All the members were present at this meeting.
c)
(ii)
d)
The details of remuneration paid/payable to the Directors for the year 2005-06 are :
i)
ii)
Non-executive Directors - Sitting Fees: (excluding reimbursement of travel and other expenses incurred for the
company's business)
Rs.
Rs.
Mr R J Shahaney
380,000
Mr S R Krishnaswamy
100,000
Mr D J Balaji Rao
340,000
Mr E A Kshirsagar
200,000
20,000
Mr F J Colon Martinez
20,000
Mr A K Das
60,000
Mr FSahami
200,000
Mr P N Ghatalia
160,000
Mr S V Young
60,000
Mr D G Hinduja
160,000
80,000
Mr H Klingele
120,000
Mr A Spare
Nil
2,160,000
1,847,022
4,320,000
4,320,000
12,647,022
Certain perquisites are valued as per the Income Tax Rules. Does not include contribution to Provident Fund
@ 12% and Superannuation Fund @ 15% of the salary.
Mr Seshasayee, Managing Director is under contract of employment with the Company. There is also a contract
corresponding to his appointment as Managing Director, stipulating 3 months' notice period from either side. There
is no severance fees payable to him.
The Company has not offered any Employee Stock Options.
SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE
a)
The Shareholders/Investors Grievance Committee has been functioning since August 2000. Mr R J Shahaney is the
Chairman of the Committee; Mr D J Balaji Rao, Independent Director and Mr R Seshasayee, Managing Director are the
other members. This Committee presently deals with and approves all share transfers, transmissions etc., and also all
other matters relating to investor relations and grievances. From January 31, 2006, the Committee has also been
empowered to allot shares upon conversion of the Foreign Currency Convertible Notes issued in April 2004.
b)
Mr N Sundararajan, Company Secretary is the Secretary to this Committee and is also the Compliance Officer nominated
for this purpose.
c)
The Committee reviews the performance of the Company's Registrar & Transfer Agent (R&TA), and their system of dealing
with and responding to correspondence from all categories of shareholders. All complaint letters received from Stock
Exchanges/ SEBI/ Dept. of Company Affairs etc., and the responses thereto are reviewed by this Committee.
During the year, 1190 complaint letters were received from investors; 2945 letters (including 12 letters from SEBI /
Stock Exchanges / DCA) were received on routine matters; all these were dealt with satisfactorily. The very few letters,
which occasionally remained pending beyond the normal time lag were cases of inadequate documentation or
clarifications being awaited.
For the fifth year in succession, the Company conducted an Investor Satisfaction Survey through a questionnaire, which
was mailed along with the Notice of AGM 2005.
1398 investors had responded to the Survey. A vast majority of them have expressed high degree of satisfaction about
various aspects of investor servicing. A few issues raised by some investors were pursued and dealt with satisfactorily.
At the October 2005 meeting, the Committee also reviewed the Special Report analysing the feedback from the Investor
Satisfaction Surveys, and approved the initiatives for further improvements in investor servicing.
d)
6)
As on March 31, 2006, there were 4 share transfers pending; these were completed within the due dates.
Year
Location
The Chairman of the Audit Committee was present at all the above AGMs.
t
Details of EGMs held in the last three years:
Year
2004
2005
b)
Location
11.00 a.m.
March 5, 2005
10.45 a.m.
All the Special Resolutions placed before the shareholders at the above meetings were approved. There were no
resolutions requiring approval through Postal Ballot.
7)
DISCLOSURES
There have been no materially significant related party transactions with the Company's Promoters, Directors, the
Management, their Subsidiaries or relatives which may have potential conflict with the interests of the Company. The
necessary disclosures regarding the transactions with Related Parties are given in the Notes to the Accounts.
There have been no instances of non-compliance by the Company on any matters related to the capital markets, nor have any
penalty/strictures been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on such
matters during the last three years.
The Company had no subsidiary company as on March 31, 2006.
MEANS OF COMMUNICATION
The half-yearly results are being mailed to all shareholders since October 2001, along with a letter to the shareholders
b)
The quarterly results are being published in one leading national (English) newspaper (normally Business Line/Business
Standard) and in one vernacular (Tamil) newspaper (Dinamani/Dinamalar). The quarterly results are also displayed on the
Company's website www.ashokleyland.com
c)
The Company's website also displays official press /news releases, Presentations made to institutional investors and
analysts, and several other details/information of interest to various stakeholders.
A Management Discussion and Analysis Report is being presented as a part of the Annual Report from the year
d)
1998-1999 onwards.
9)
a.
m in n m
- 600 006)
b.
Financial Calendar
-1..I.
in
^nnc
/*
J j.
A*
c.
Unaudited results for the quarte r/half-year ending September 30, 2006
Audited Results for the year end ing March 31, 2007
d.
-, ,
*n*f fr-
e.
L.
Receipts (GDRs)
The Listing Fees has been paid uptodate, to all the Stock Exchanges.
f.
Stock Code
a) Trading Symbol at
ALL
(Physical)
477
(Demat)
500477
ASHOKLEY
Equity Shares
INE208A01029
inn*-\
g.
h.
Share Price
Sensex
High
Low
(Rs.)
(Rs.)
High
Share Price
Low
High
(fh.)
low
(Ri.)
Low
April 2005
25.25
20.55
6,649.42
6,118.42
24.00
20.40
2,084.90
1,896.30
May 2005
24.35
22.45
6,772.74
6,140.97
24.80
22.45
2,099.35
1,898.15
June 2005
26.85
23.55
7,228.21
6,647.36
27.25
23.40
2,226.15
2,061.35
July 2005
29.90
23.65
7,708.59
7,123.11
29.95
23.55
2,332.55
2,171.25
Aug 2005
31.60
22.95
7,921.39
7,537.50
31.70
25.70
2,426.65
2,294.25
Sep 2005
30.55
26.70
8,722.17
7,818.90
30.85
26.50
2,633.90
2,382.90
Oct 2005
29.80
25.20
8,821.84
7,656.15
29.75
25.20
2,669.20
2,307.45
Nov 2005
33.00
27.25
9,033.99
7,891.23
35.00
27.25
2,727.05
2,366.80
Dec 2005
33.80
29.95
9,442.98
8,769.56
33.80
29.90
2,857.00
2,641.95
Jan 2006
32^80
29.40
9,945.19
9,158.44
33.05
29.50
3,005.10
2,783.85
Feb 2006
39.60
30.55
10,422.65
9,713.51
40.00
30.60
3,090.30
2,928.10
Mar 2006
43.00
37.70
11,356.95
10,344.26
42.75
37.80
3,433.85
3,064.00
Share Price performance in comparison to broad based indices - BSE Sensex and NSE Nifty
Share Price Movement (BSE)
Share Price Movement (Nifty)
i.
1 _
.
. .. , .
h- See chart inside back cover
-I
j.
k.
(i)
'hjrcholderi
No, of Shares
Nur"i>"
11323
8.25
360094
0.03
51-100
21393
2072204
101-200
17852
15.59
13.01
201-500
35727
26.03
14758406
501-1000
23305
20338049
1001-2000
15011
14816532
0.17
0.27
1.21
1.67
1.91
2.48
1.21
1112303958
91.05
1221586776
100.00
2001-5000
9408
5001-10000
1999
1226
16.98
10.94
6.85
1.46
0.89
137244
100.00
3351563
23351807
30234163
SI No.
Category
No. of
Shares
605766750
49.59
133768
140263936
11.48
21
169086840
13.84
87
178868949
14.64
Non-Resident Indians/ OCB / Corporate Bodies Foreign / Bank - Foreign / Foreign Nationals
1375
23797280
1.95
Corporate Bodies
1884
22174100
1.82
Mutual Funds
36
65576156
5.37
Trusts
19
236000
0.02
Banks
51
831265
0.07
10
Others - GDR
14985500
1.22
137244
1221586776
100.00
Total
I.
Number
Upto 50
LRLIH Limited
Others
No. of
Shares
441166680*
Demat
%to
paid-up
opital
No. of
Shares
^*
Total
%to
paid-up
capital
No. of
Shares
**
%to
paid-up
capital
36.11
164600070
13.48
605766750 I
49.59
2.14
589624198
48.27
615820026
50.41
1221586776
100.00
26195828***
Shares of the Company are activet^ traded in the Bombay and National Stock Exchanges, and hence have good liquidity.
ANNUAL REPORT 2005-06
m.
Subdivision of Shares
Each equity share of face value of Rs.10/- was subdivided into 10 equity shares of face value of Re. I/- each, effective
from July 7, 2004. Following the subdivision, there has been a significant increase in the number of shareholders; as of
March 31, 2006, there were 137244 shareholders as compared to 71720 shareholders as on July 6, 2004.
n.
Outstanding GDR/ Warrants and Convertible Notes, Conversion date and likely impact on the equity
No GDR is outstanding for conversion as on March 31, 2006 and hence there is no impact on equity.
After obtaining the approval of the shareholders at the Extraordinary General Meeting held on February 28, 2004, the
Company issued Foreign Currency Convertible Notes (FCCN) for USD100 million in April 2004 to investors in the overseas
market. As per the terms of the Issue, these Bonds are convertible into GDSs or convertible into the underlying shares
@ 1422.581 shares (of face value Re. I/- each) per Note of USD1000, at a conversion price (reset in 2005) of Rs.31/- per
share at the option of the investors as per the terms of the issue.
From February 2006, the Company has started receiving requests from the holders of FCCNs seeking to convert the Notes
held by them into underlying shares. Upto 31/03/2006, 22700 Notes have been converted into 32292576 shares. All the
statutory / contractual obligations relating to such conversions have been fulfilled in time, and such additional shares
(upon conversion) have been admitted for trading at Madras Stock Exchange Ltd., Bombay Stock Exchange Ltd., and
National Stock Exchange of India Ltd.
Plant Locations
Ennore
Post Box No.3
Ennore
t
Chennai 600 057
Tamil Nadu
Hosur - Unit I
175 Hosur Indl. Complex
Hosur 635 126
Tamil Nadu
Hosur - Unit II
77 Electronic Complex
Perandapalli Village
Hosur 635 109
Tamil Nadu
Bhandara
Plot No.l MIDC Industrial Area
Village Gadegaon
Sakoli Taluk
Bhandara 441 904
Maharashtra
Alwar
Plot No.SPL 298
Matsya Indt. Area
Alwar 301 030
Rajasthan
Ambattur, Chennai
3A/A&2 North Phase
Sidco Industrial Estate
Ambattur,
Cnennai 600 098
Tamil Nadu
Technical Centre
Vellivayal Chavadi
Via Manali New Town
Chennai 600 103
Tamil Nadu
Tel
: 91-44-28140801/03
Fax
: 91-44-2814 2479
e-mail : yesbalu@iepindia.com
Mr R Venugopalan
Dy. General Manager - Finance
Ashok Leyland Limited
Ennore
Chennai 600 057
Tel
: 91-44-2575 1001/2575 0233
Fax
: 91-44-2575 1798
e-mail : rv.ale@ashokleyland.com
Secretarial Dept.
Ashok Leyland Limited
Building No.2, 5th Floor
Khivraj Complex II
477-482 Anna Salai
Nandanam
Chennai 600 035
Tel
Fax
: 91-44-2433 5633
e-mail : secretarial@ashokleyland.com
2.
Remuneration Committee
The Company has constituted a Remuneration Committee; full details are furnished under Item 4 of this Report.
3.
Shareholder Rights
The statements of quarterly and half yearly results are being published in the Press. The Company has been mailing half-yearly
reports to shareholders from October 2001, along with a letter from the Managing Director highlighting significant events.
4.
Postal Ballot
The Company adheres to the Companies Act, 1956 requirements regarding Postal Ballot. The Company has had no occasion to use
the postal ballot so far.
Always act in the best interests of the Company and its stakeholders.
b)
Adopt the highest standards of personal ethics, integrity, confidentiality and discipline in dealing with all matters relating to the
Company.
c)
Apply themselves diligently and objectively in discharging their responsibilities and contribute to the conduct of the business
and the progress of the Company, and not be associated simultaneously with competing organisations either as a Director or in
any managerial or advisory capacity, without the prior approval of the Board.
d)
Always adhere and conform to the various statutory and mandatory regulations/guidelines applicable to the operations of the
Company avoiding violations or non-conformities.
e)
Not derive personal benefit or undue advantages (financial or otherwise) by virtue of their position or relationship with the
Company, and for this purpose.
i)
ii)
shall disclose full details of any direct or indirect personal interests in dealings/transactions with the Company.
in) shall not be party to transactions or decisions involving conflict between their personal interest and the Company's interest.
f)
Conduct themselves and their activities outside the Company in such manner as not to adversely affect the image or reputation
of the Company.
g)
Inform the Company immediately if there is any personal development (relating to his/her business/professional activities)
which could be incompatible with the level and stature of his position and responsibility with the Company.
h)
Bring to the attention of the Board, Chairman or the Managing Director as appropriate, any information or development either
within the Company (relating to its employees or other stakeholders) or external, which could impact the Company's operations,
and which in the normal course may not have come to the knowledge of the Board/Chairman or Managing Director.
i)
Always abide by the above Code of Conduct, and shall be accountable to the Board for their actions/violations/defaults.
*~? <"?
'
We have examined the compliance with the conditions of Corporate Governance by Ashok Leyland Limited (the company)
for the year ended March 31, 2006 as stipulated in clause 49 of the listing agreement of the said company with the stock
exchanges in India, with the relevant records and documents maintained by the company and furnished to us and the report
on Corporate Governance as approved by the Board of Directors.
2.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination has been
limited to procedures and implementation thereof, adopted by the company for ensuring the said compliance. It is neither
an audit nor an expression of opinion on the financial statements of the company.
3.
Based on the aforesaid examination and according to the information and explanations given to us, we certify that the
company has complied with the said conditions of Corporate Governance as stipulated in the above mentioned Listing
Agreement.
4.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with vyhich the management has conducted the affairs of the Company.
Chartered Accountants
Chartered Accountants
M.K. RAJAN
R. RAGHAVAN
Partner
Partner
'
India.
years.
Despite an estimated 8.1% growth in
Indian GDP, the domestic medium and
heavy commercial vehicle (M&HCV)
demand was lacklustre for most part of
2005-06. A moderate 4.5% growth was
registered in 2005-06, largely aided by a
be executed in 2006-07.
2005-06
2001-02
0%
10%
20%
30%
40%
50%
60%
I Up to 5 ton
'S
70%
80%
90% 100%
C. Risk Management
M&HCV Buses
2005-06
M&HCV Trucks
2004-05
IAL BOthers
2005-06
M&HCV
2004-05
IAL QOthers I
2005-06
IAL
2004-05
BOthers
x.
Rs. millions
Inc/(Dec)
2005-06
2004-05
52,477
41,819
25.5
329
538
(38.5)
52,806
42,357
24.7
37,690
29,729
26.8
Employee Expenses
4,038
3,541
14.1
Other Expenses
5,347
4,321
23.7
Depreciation
1,260
1,092
15.4
165
28
489.3
48,500
38,711
25.3
4,306
3,646
18.1
217
(96)
326.0
4,523
3,550
27.4
1,131
895
26.4
- Deferred
72
(59)
222.0
47
3,273
2,714
20.6
2.74
2.28
20.2
2.58
2.05
25.9
3.86
3.15
19.7
Income
Sales (Net of Excise Duty)
Other Income
Total
Expenditure
Manufacturing Expenses
Financial Expenses
Total
Profit Before Extraordinary items
Extraordinary item - Income / (Charge)
E. Financial Review
in net profit.
funds.
Revenues
expenditure programmes. As of
Liquidity
the Company.
Costs
Though steel prices softened during the
year, there were significant cost
increases on account of emission and
noise norms. Through concerted efforts,
the Company could secure better
productivity norms in all the plants. This
enabled thetompany to reduce costs.
The overall manpower cost has increased
by 14% mainly due to wage settlements
in two (Ennore and Hosur II) plants.
Other expenses have increased by 24%,
mainly due to activity expansion. Thrust
on Research and Development (R & D) is
continuing and total R & D spend,
including capital expenditure, accounts
for Rs. 1,049 million, an increase of 14%
over the previous year.
Resources
as per plan.
Rs. millions
2005-OC
2004-05
14,052
11,485
Loan Funds
6,919
8,804
1,797
1,709
22,768
21,998
9,790
Sources of Funds
Shareholders' Funds
Total
Application of Funds
Fixed Assets
10,847
Investments
3,682
2,292
8,239
9,916
22,768
21,998
Total
2005-06
Rs. millions
2004-05
4,521
3,561
(1,291)
930
4,491
3,230
(10)
(18)
3,220
4,473
(2,593)
(1,776)
620
637
222
(2,576)
2,804
(692)
5,723
F. Outlook
AA.
borrowings.
We, R. Seshasayee, Managing Director and K. Sridharan, Chief Financial Officer of Ashok Leyland Limited, certify that:
1.
We have reviewed the financial statements for the year and that to the best of our knowledge and belief:
a)
these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
b)
these statements give 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.
2.
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 company's code of conduct.
3.
We accept overall responsibility for the company's internal control system for financial reporting. This is monitored by the
internal audit function, which encompasses the examination and evaluation of the adequacy and effectiveness. Internal audit
works with all levels of management and statutory auditors, and reports significant issues to the Audit Committee of the
Board. The auditors and audit committee are appraised of any corrective action taken with regard to significant deficiencies
4.
significant changes in internal control over financial reporting during the year;
b)
c)
instances of significant fraud of which we have become aware of and which involve management or
other employees who have significant role in the company's internal control system over financial reporting.
R. Seshasayee
Managing Director
K. Sridharan
Chief Financial Officer
1.
We have audited the attached
Balance Sheet of ASHOK LEYLAND
LIMITED as at March 31, 2006, the Profit
and Loss Account and the Cash Flow
statement for the year ended on that
date (the financial statements), annexed
thereto, signed by us under reference to
this report. The financial statements are
the responsibility of the company's
management. Our responsibility is to
express an opinion on these financial
statements based on our audit.
2.
We have conducted our audit in
accordance with auditing and assurance
standards generally accepted in India.
Those standards require that we plan and
perform the audit to obtain reasonable
assurance about whether the financial
statements are free of material
misstatement. An audit includes
examining, on a test basis^evidence
supporting the amounts and disclosures
in the financial statements. An audit
also includes assessing the accounting
principles used and significant estimates
made by management, as well as
evaluating the overall financial
statement presentation. We believe that
our audit provides a reasonable basis for
our opinion.
3.
We report that:
3.1
we have obtained all the
information and explanations, which, to
the best of our knowledge and belief,
were necessary for the purposes of our
audit.
3.2
in our opinion, proper books of
account, as required by law, have been
maintained by the company so far as
appears from our examination of those
books.
(ii)
(iii)
4.
As required by the Companies
(Auditor's Report) Order, 2003 issued by
the Government of India in terms of
section 227(4A) of the Act, and on the
basis of such checks as we considered
appropriate and according to the
information and explanations given to
us, we further report that:
4.1
(i)
(ii)
3.3
the financial statements dealt
with by this report are in agreement with
the books of account.
3.4
in our opinion, the aforesaid
financial statements comply in all
material respects with the applicable
Accounting Standards issued by the
phased programme of
verification, which, in our
opinion, is reasonable, and
no material discrepancies
have been noticed on such
verification.
4.2
(iii)
(i)
(ii)
(iii)
4.3
the company has neither granted
nor taken any loans, secured or
unsecured, to / from companies, firms or
other parties covered in the register
maintained under section 301 of the Act.
4.4
in our opinion, there is an
adequate internal control system
commensurate with the size of the
company and the nature of its business
with regard to purchase of inventory and
fixed assets and for sale of goods and
services. Further, on the basis of our
examination of the books and records of
the company, we have neither come
across nor have been informed of any
continuing failure to correct major
weaknesses in the aforesaid internal
control system.
4.5
to the best of our knowledge
there are no contracts or arrangements
with any party, which need to be entered
in the register maintained under section
301 of the Act.
4.6
in our opinion, the company has
complied with the provisions of section
58A and 58AA or any other relevant
provisions of the Act and the Companies
(Acceptance of Deposit) Rules, 1975 with
regard to deposits accepted from public.
4.7
in our opinion, the company has
an internal audit system commensurate
with its size and nature of its business.
4.8
we have broadly reviewed the
books of account and records maintained
by the company relating to the
manufacture of commercial vehicles,
diesel engines and auto components
pursuant to the order made by the
Central Government for the maintenance
of cost records under section 209(l)(d)
of the Act and are of the opinion that
prima facie the prescribed accounts and
records have been made and maintained.
We have, however, not made a detailed
examination of the records.
4.9
(i)
M.K. RAJAN
Partner
Membership No. 4059
R. RAGHAVAN
Partner
Membership No. 9483
2006
Schedule
Rs. Millions
1.1
1.2
1,221.59
12,902.94
Rs. Millions
2005
Rs. Millions
14,124.53
1,189.29
10,489.36
11,678.65
6,919.28
1,796.89
22,840.70
2,634.96
6,169.10
8,804.06
1,708.48
22,191.19
Sources of funds
Shareholders' funds
Capital
Reserves and surplus
Loan funds
Secured loans
1,846.91
5,072.37
1.3
1.4
Unsecured loans
1.5
Fixed assets
21,384.99
J.1,952.28^
9,432.7?
1,414.17
Gross block
Less Depreciation
Net block
Capital work-in-progress
Investments
20,022.50
11,084.04
8^938^46'
851.55
10,846.88
3,681.78
1.6
ijiaol
2,291.90
1.7
1.8
1.9
1.10
1.11
Inventories
Sundry debtors
Cash and bank balances
Liabilities
Provisions
9,025.61
4,24337
6,028.76
3,026.39
22,324.13
5,680.81
4,587.66
7,966.82
3,337.34
~~2 1,5 7 2'. 63
11,468.95
2,616.21
14.085^
9,611.87
2,044.80
Misceltaneous'expenditure
(to the extent not written off or adjusted)
Total
1.12
8,238.97
73.07
9,915.96
193.32
22,840.70
22,191.19
K. SRIDHARAN
Chief Financial Officer
N. SUNDARARAJAN
Executive Director & Company Secretary
R. SESHASAYEE
Managing Director
M.K. RAJAN
Partner
Membership No. 4059
R. RAGHAVAN
Partner
Membership No. 9483
R.J. SHAHANEY
Chairman
Profit and Loss Account for the year ended March 31, 2006
2006
Rs. Millions
Rs. Millions
Schedule
Income
Sales
Less Excise duty
2.1
Other income
Expenditure
Manufacturing and other expenses
Depreciation, amortisation and impairment
Financial expenses
52,476.57
329.74
52,806.31
48,108.01
6,289.04
41,818.97
537.55
42,356.52
J;8,500.46
4,305.85
37,590.47
1,092.14
27.98
38,710.59
3,645.93
84.51
(301.66)
4,523.00
1,130.50
72.30
47.00
3,273.20
1,784.13
68.33
(1,000.00)
4,125.66
1,597.86
224.10
2,303.70
2.74
2.58
95.83
3,550.10
895.00
(59.00)
2,714.10
1,339.24
89.17
(1,000.00)
3,142.51
1,189.29
169.09
1,784.13
2.28
2.05
60,531.08
8,054.51
2.2
47,075.87
1,260.06
164.53
2.3
2.4
2.5
2005
Rs. Millions
R. SESHASAYEE
Managing Director
R.J. SHAHANEY
Chairman
This is the Profit and Loss account referred to in our report of even date.
For M.S. KRISHNASWAMI & RAJAN
Chartered Accountants
M.K. RAJAN
Partner
Membership No. 4059
R. RAGHAVAN
Partner
Membership No. 9483
Cash Flow Statement for the year ended March 31, 2006
2006
Rs. Millions
2005
Rs. Millions
4,523.00
3,550.10
1,260.06
1,092.14
132.84
152.81
102.05
(61,34)
Interest expense
Interest income
288.33
236.94
(193.87)
(258.39)
(87.47)
(106.78)
(66.61)
(351.35)
(301.66)
5,656.67
4,254.13
(3,477.99)
(611.40)
(179.55)
(120.32)
314.73
(1,013.00)
2,051.52
2,675.05
4,365.38
5,184.46
(1,135.68)
(693.29)
3,229.70
4,491.17
(9.53)
(17.71)
3,220.17
4,473.46
(2,646.86)
(1,824,56)
54.34
48.56
620.00
(138.66)
(92.60)
479.68
154.16
- Interest
- Dividend
Changes in advances
Net cash flow used in investing activities
48.95
42.70
56.93
189.77
106 78
10.49
(1,335.85)
(1,554.47)
- Raised
186.69
4,975.34
- Repaid
(1,162.88)
(1,131.07)
(76.79)
76.79
(112.86)
Debenture / Foreign currency convertible notes issue and loan raising expenses paid
Interest paid - net
(166.96)
4.16
(1,356.10)
(1,008.54)
(2,576.04)
2,803.82
(691.72)
5,722.81
9,194.94 *
3,481.90
8,503.22
9,204.71
(691.72)
5,722.81
excludes cash and cash equivalents amounting to Rs. 9.77 million pertaining to undertaking sold during the year.
Refer Note 11 to the Accounts
A N N U A L REPORT 2005-06
Cash Flow Statement for the year ended March 31, 2006
2006
Rs. Millions
2005
Rs. Millions
6,015.53
7,956.96
2,520.34
1,217.48
(32.65)
30.27
8,503.22
9,204.71
2 The conversion of Foreign currency convertible notes into equity shares has not been considered
in the above statement. Refer Note 10 to the Accounts.
For and on behalf of the Board
K. SRIDHARAN
Chief Financial Officer
N. SUNDARARAJAN
R. SESHASAYEE
Managing Director
R.J. SHAHANEY
Chairman
This is the Cash Flow Statement referred to in our report of even date.
For M.S. KRISHNASWAMI & RAJAN
Chartered Accountants
M.K. RAJAN
Partner
Membership No. 4059
R. RAGHAVAN
Partner
Membership No. 9483
1,
Accounting convention
2.3 Depreciation/amortisation is
charged for the full year on the additions
made during the first half of the year
and for six months on the additions
made during the second half of the year.
Changes to the cost of an asset in
subsequent years on account of price
adjustments, changes in duties or similar
factors are depreciated / amortised in
the same way as done in the case of the
original cost of the asset. No
depreciation is provided for in respect of
assets disposed off during the year.
3.
Investments
Inventories
Amortisation of deferred
expenditure
Revenue recognition
8.
Government grants
Intangible items
Product warranties
Deferred tax
Schedules annexed to and forming part of the Balance Sheet as at March 31, 2006
2006
Rs. Millions
1.1
2005
Rs. Millions
CAPITAL
Authorised
1,500,000,000 (2005 : 1,500,000,000) Equity shares
of Re.l (2005 :Re.l) each
Issued
a)
165,025,815 (2005: 165,025,815) Equity shares of Re.l (2005: Re.l) each
b)
341,742,940 (2005: 341,742,940) Equity shares of Re.l (2005: Re.l)
each issued by way of conversion of debentures
c)
323,157,240 (2005: 323,157,240) Equity shares of Re.l (2005: Re.l)
each issued through Global depository receipts
d)
359,572,880 (2005: 359,572,880) Equity shares of Re.l (2005: Re.l) each
e)
32,292,576 (2005: Nil) Equity shares of Re.l (2005: Re.l) each
issued by way of conversion of Foreign currency convertible notes (FCCN)
1,500.00
165.03
165.03
341.74
341.74
323.16
359.57
323.16
359.57
32.29
1,189.50
Subscribed
1,221.59
1,189.29
1,221.59
1,189.29
Of the above,
1.
2.
3.
4.
1.2
Rs. Millions
Capital reserve
As per last Balance Sheet
Revaluation reserve
As per last Balance Sheet
Less Transfer to Profit and Loss account
(Refer Note 3.7 (b) to the Accounts)
Securities premium
As per last Balance Sheet
Add Premium on issue of shares upon
conversion of FCCN (Refer Note 10 to
the Accounts)
Less Expenses relating to issue of FCCN
2006
Rs. Millions
8.95
245.89
6.44
8.95
252.33
239.45
4,678.51
6.44
245.89
4,789.22
968.78
110.71
5,647.29
2005
Rs. Millions
Rs. Millions
4,678.51
Schedules annexed to and forming part of the Balance Sheet as at March 31, 2006
2006
Rs. Millions
Rs. Millions
Debenture redemption reserve
As per last Balance Sheet
Less Transfer to Profit and Loss account
General reserve
As per last Balance Sheet
Add Transfer from Profit and Loss account
Add Write back of Deferred tax liability
Less Impairment of assets
(Refer Note 12 to the Accounts)
415.83
68.33
505.00
89,17
..
3,356.05
1,000.00
-
1.3
7/7 en
200f5
Rs, Millions
Rs, Millions
A 1 C, O"2
2,433,94
1,000.00
43,57
121,46
4,356.05
2,303.70
12,902.94
3,356,05
1,784.13
10,489.36
1,390.00
1,663,33
SECURED LOANS
Debentures
Term loans
450.00
- From banks
- From financial institutions
1,846.91
1.
2.
a)
Debentures and term loans from banks aggregating Rs. 1840.00 million (2005: Rs. 2,537.81 million) are secured by
a first charge created on certain immovable properties and movable assets of the company.
b)
Debentures und term loans from financial institutions aggregating Rs.6.91 million (2005: Rs. 97.15 million) are
secured by a second charge on certain immovable properties and movable assets of the company.
c)
Cash credit facility is secured by a first charge on certain movable assets and goods-in-transit and book debts
(excluding deferred receivables) and also by a charge on the immovable properties subordinate to the existing
charge created in favour of the lenders.
d)
Post shipment credit is secured by deposit of bills of exchange accepted by the customers and in certain cases is
also guaranteed by the concerned governments and/or customers' bankers.
a)
b)
2005
Rs . Millions
Dates of Redemption
XXIX
50.00
AL1
83.33
166.67
AL2
33.33
66.67
AL3
16.67
33.33
AL4
400.00
400.00
AL5
6.67
AL6
50.00
50.00
AL7
83.33
01 June 2005
50.00
50.00
15 October 2007
AL10
250.00
250.00
20 June 2006
ALII
500.00
500.00
1,390.00
1,663.33
AL 9(A)
3.
2006
Rs. Millions
/ equal i
13.33
Loans include Rs 546.91 million (2005: Rs.788.05 million) due within 12 months.
Schedules annexed to and forming part of the Balance Sheet as at March 31, 2006
1.4
2006
Rs. Millions
2005
Rs. Millions
1,623.63
3,448.74
"5,072.37
0.48
76.79
1,717.33
4,374.50
6,169.10
308.33
76.79
286.54
UNSECURED LOANS
Fixed deposits
Loans and advances - From banks
- Deferred sales tax
Foreign currency convertible notes (refer Note 10 to the Accounts)
Of the above, amount due within 12 months
Loans and advances - From banks
- Deferred sales tax
1.5
FIXED ASSETS
Rs. Millions
DESCRIPTION
Land
- Freehold
- Leasehold
Buildings
I
106.75 ;
868.07
246. 35| 55.51
Vehicles
1
;
Intangible assets
337.36
2006
22.97!
317.88
146.07
36.05 2,483.51
344. 35: 16,229 .01
13.96
14.52
Upto
2006
2006
235.62|
12.01
160.05
60.44
71.93
152.27:
20,022.50 1,863.70!
\18,756.42\ 1,408.11\
i
Technical knowhow - acquired I
- Acquired
Previous year
Capital work-in-progress
2005
317.88: 324.78!
99.83
96 .12
49 .95
915.36 1,568 .15 1,548.48
9,673.22 6,555.791 6,451. 78 I
960.86
287.34
704.61
211.20
256.25
76.14
337.36
22.11
315.25
241.12
63.00
247.63
220.491
69.36
154.84
501.21 21,384.99
142,03 20,022.50
103.30
171.90
75.73
72.19
126.32:
94.17
33.98!
77.61
77.23!
11,952.28 9,432.71: 8,938.46:
11,084.04
I
1,414.17! 851.55
10,846.88 9,790.01!
1.
Certain Freehold and Leasehold land and buildings were revalued as at December 31, 1984.
2.
A portion of buildings in Bhandara (estimated gross value Rs. 7.20 million) is on a land, title for which is yet to be
transferred to the company.
3.
Computer software
- Developed
Deductions
16.07!
324.78!
146.02
0.05
2,402.65
116.91
;15 ,486.69 1,086.67
equipment
Additions
NET BLOCK
Rs.0.34 million being cost of shares in Housing Co-operative Society representing ownership rights in residential flats
and furniture and fittings thereat.
b)
Rs.13.24 million representing cost of residential flats including undivided interest in land.
4.
Depreciation / impairment upto March 31, 2006 includes amortisation of cost / value of leasehold land.
5.
Cost of additions and capital work-in-progress includes exchange difference for the year Rs. Nil (2005: Rs.18.54 million)
Schedules annexed to and forming part of the Balance Sheet as at March 31, 2006
Nos.
1.6
2006
Rs. Millions
Nos.
2005
Rs. Millions
INVESTMENTS
DESCRIPTION
I.
10,000,000
100.00
20,000,000
200.00
9,992,007
99.97
Prudential ICICI fixed maturity plan series XXVI - quarterly plan - dividend option
9,994,004
100.00
10,000,000
100.00
15,000,000
150.00
3,164,881
37.51
20,000,000
200.00
20,000,000
200.00
15,000,000
150.00
5,000,000
50.00
20,000,000
200.00
25,000,000
250.00
5,000,000
50.00
29,597
30.00
400
400.00
9,362,442
165.02
1,400
20
1,400.00
8,361,803
147.38
20.34
1,410,664
11.23
1,410,664
11.23
3,424,449
143.06
1,426,854
23.20
1,400,000
14.00
1,400,000
14.00
600,000
6.00
400,000
40.00
400,000
40.00
354,000
35.40
226,000
22.60
1,008,332
5.75
1,008,332
5.75
400
0.03
400
0.03
Schedules annexed to and forming part of the Balance Sheet as at March 31, 2006
2006
Rs. Millions
Nos.
1.6
Nos.
2005
Rs. Millions
INVESTMENTS (Contd.)
2,500,000
250.00
2,500,000
250,00
165
0,83
750,000
7,50
750,000
7.50
750,000
7.50
750,000
7.50
1,442,400
14.42
1,442,400
14.42
100
100
10
4,058
0.81
24,231
1.05
29,070,185
512.38
8,430,000
84.30
8,430,000
84.30
8,670,000
86.70
8,670,000
86,70
__,_-._
2) 2% Non-cumulative non-convertible
redeemable preference shares of Rs. 10 each
_____
206.07
?06,90
"~3,681.78
".TgljO
- Cost
3,325.03
1,953,95
-Market value
4,698.02
3.543,57
562.82
5<U,85
3. The shares in the following companies can be disposed of/encumbered only with the consent of Banks / Financial
Institutions who have given loans to / subscribed to the Debentures of those companies:
aj Automotive Coaches and Components Limited
b) Ennore Foundries Limited
4. Shares in Induslnd Bank have been classified as long term and current investments to comply with certain
administrative guidelines of banking regulatory authority.
Schedules annexed to and forming part of the Balance Sheet as at March 31, 2006
1.6
INVESTMENTS (Corttd.)
5.
Sales/Redemption
Purchases
Description
Nos.
Cost
Nos.
Rs. Millions
1,213.43
Cost
Rs. Millions
121,106,711
Deutsche mutual
fund
.
1,313.40
155.09
50.03
4,982,606
50.03
4,982,606
20,481,133
205.09
15,481,133
56,670,062
567.81 i
56,670,062
567.81
5,351,504
1,022.26 i
5,351,504
1,022.26
50.02
50,020
131,098,718
50.02
50,020 \
250.00
92,467,668
925.57
77,467,668
775.57
86,750,935
868.22
86,750,935 j
868.22
240.31 ,
23,991,284 i
240.31
23,991,284
5,000,000 ;
69,668,050
840.76
'
74,668,050 1
890.76
560,105,038
6,097.92 i
535,105,038 :
5,847.92
71,307,688
713.12
156,343,425
1,807.34
82,700,629
50.00
25,000,000
955.49 !
71,307,688
713.12
169,502,310
1,944.85
82,700,629
955.49
8,976,373
90.06
3,136.85
8,976,373
90.06
303,672,040
3,036.85
313,672,040
13,377,569
135.05
13,377,569
135.05 i
933,295 1
1,017.59
19,969,234 !
5,193.58
933,295
1,017.59
24,939,637
5,213.58
20
20.34
- '
1,000
1,000.00
'.
c) Equity shares
Arkay Energy (Rameswarm) Limited
6.00 |
600,000
. . . .
..
1,997,595
128,000
. : ..
119.86
12.80
165
- ;
0.83
- 1
170,000
34.00 :
1,000,639
17.64
Schedules annexed to and forming part of the Balance Sheet as at March 31, 2006
1.7
2005
Rs. Millions
233.26
133.06
2,72832
1,437.30
4,493.67
9,025.61
227.37
142.06
2,306.29
912.41
2,092.68
5,680.81
4,139.65
150.19
4,289.84
46.47
4,243.37
4,162.16
466.12
4,628.28
40.62
4,587.66
4,243.37
46.47
4,587.66
40.62
156.49
361.42
4,133.35
455.06
4,266.86
1,794.39
2.37
14.06
2.78
46.57
1,633.44
4,355.72
2,020.75
5,891.11
9.91
13.26
5.61
6,028.76
7,966.82
1.35
0.04
7.85
0.42
0.25
3.10
0.04
6.51
1.96
INVENTORIES
Stores and spares
Consumable tools
Raw materials and components (including patterns and dies)
Work-in-progress
Finished/trading goods
1.8
2006
Rs. Millions
SUNDRY DEBTORS
Trade
Others
Less Provision
Of the above,
1.
Unsecured
- Considered good
- Considered doubtful
2.
3.
1.9
13.26
17.51
6.04
7.85
61.97
0.94
0.01
Deposit account
Standard Chartered Bank - Ghana - denominated in Ghana Cedis
13.26
6.91
4,361.00
3.11
4.73
Schedules annexed to and forming part of the Balance Sheet as at March 31, 2006
2006
Rs. Millions
2005
Rs. Millions
Other receivables
2,327.30
244.09
602.26
Less Provision
3,173.65
147.26
2,399.78
563.87
520.95
3,484.60
147.26
3,337.34
Of the above,
1. Secured
- Considered good
144.00
357.80
2. Unsecured
- Considered good
2,882.39
147.26
2,979.54
147.26
- Considered doubtful
3. Due from Directors/Officers
- At the end of the year
- Maximum amount due at any time during the year
4. Advances for capital items and investments
1.95
2.58
0.63
1.95
568.99
325.65
3,539.72
2,264.79
557.80
6,362.01
951.13
58.29
11,468.95
492.01
5,862.09
911.46
81.52
9,6-11.87
285.69
1,597.86
224.10
273.91
234.65
2,616.21
14,085.16
259.98
1,189.30
166.80
248.38
180.34
2,044.80
11,656.67
25.53
54.31
23.26
7.86
0.82
13.23
4.07
1.14
9.86
6.01
- Others
Other liabilities
Interest accrued but not due on loans
Provisions
Provision for current taxation - net
Proposed dividend
Tax on proposed dividend
Product warranties
Retirement benefits
Of the* above,
1. Provision made for the year
-
Product warranties
Retirement benefits
Unclaimed dividends
1.12 MISCELLANEOUS EXPENDITURE (to the extent not written off or adjusted)
Debenture issue / Loan raising expenses
Premium on prepayment of borrowings
Compensation under voluntary retirement scheme
0.37
42.55
30.15
73.07
1.81
86.38
105.13
193.32
Schedules annexed to and forming part of the Profit and Loss Account as at March 31, 2006
2.1 SALES
Commercial vehicles
Engines
Ferrous castings
Spare parts and others
Nos
Nos
Rs. Millions
61,655
7,171
52,508.74
1,357.51
Tonnes
OTHER INCOME
Rs. Millions
54,740
6,254
10,03?
41,774.12
1,154,28
479.71
_J[,837.83
____
48,868.12
_____760.11
1,173.00
2,2
2005
2006
Unit of
Measurement
Rs. Millions
Rs, Millions
39.77
33.51
57.23
Interest
57.23
73.28
34.91
52.56
87.47
43.21
67,15
67.15
38.98
Current
Long term
54.70
23.40
293.95
43.42
40,645.83
301.33
30,020.40
212.23
Miscellaneous income
2.3
A.
B.
C.
33737
36.82
537.55
40,344.50
991.72
3,088.90
2,604.82
474.23
475.74
500.71
434.92
4,038.87
414.06
342.28
496.61
289.77
120.89
332.86
119.40
306.92
65.46
2,452.09
197.35
99.51
285.70
118.12
8.08
29,808.17
716.66
3,540.45
271.17
59.01
1,793.08
188.00
4,359.39
3,612.71
Schedules annexed to and forming part of the Profit and Loss Account as at March 31, 2006
2006
Rs. Millions
2005
Rs. Millions
Rs. Millions
8s. Millions
2,823,12
3,005.09
2,924.93 *
5,930.97
(3,006.04)
(181.97)
351.53
47,079.97
102,55
37,598.57
4.10
8,10
47,075.87
3? 590,47
excludes work-in-progress of Rs.80.16 million pertaining to undertaking sold during the year.
Refer Note 11 to the Accounts
1.
2.
3.03
1.90
2,20
2,4
3.06
72.94
922.25
88.63
35.83
75.51
930.87
88.74
41.87
22.11
Intangible assets
Computer software
- Developed
- Acquired
Technical knowhow - Acquired
39.59
38.46
47.41
31.50
J28J56
20.79
1,219.35
5.75
1265.81
Less Transfer from Revaluation reserve
5.75
121.46
1,260.06
1,092.14
11.73
136.16
Schedules annexed to and forming part of the Profit and Loss Account as at March 31, 2006
2006
Rs. Millions
2.5
Rs. Millions
2005
Rs. Millions
Rs. Millions
FINANCIAL EXPENSES
Interest
288.33
236.94
Others
95.41
67.07
383.74
304.01
Less
193.87
25.34
258.39
219 21
17.64
276 03
164.53
27.98
1.44
3.99
2. Premium on prepayment of
borrowings amortised
43.83
49.96
27.91
29.51
Of the above,
1. Debenture issue / Loan raising
expenses amortised
2006
2005
Not
Applicable
Not
Applicable
1.1
Licensed Capacities
1.2
1.3
Commercial vehicles
Nos.
Ferrous castings
Tonnes
77,200
67,500
24,000
Nos.
65,085
54,519
Engines @
Nos.
7,190
6,395
Ferrous castings
Tonnes
18,767
Rs. Millions
Rs. Millions
Production
Commercial vehicles
Nos.
Nos.
2,393
213
1,429.48
30.81
2,660
78
1,426.50
8.64
432.58
- Works made
199.81
477.04
204.65
Work-in-progress
832.25*
706.29
Nos.
5,652
3,752.77
2,393
1,429.48
Engines
Nos.
222
35.31
213
30.81
508.46
- Works made
Work-in-progress
432.58
197.13
199.81
1,437.30
912.41
1.5
- Commercial vehicles
Nos.
171
46
- Engines
Nos.
10
- Ferrous castings
Tonnes
8,730
Tonnes
Bars
Steel tubes
Tonnes
Metres
Sets
35,642
394
2,749
564,228
Tonnes
Of the above
- Imported items
- Indigenous items
., .
1,099.67
20 16
1.19
3,261.11
-
18,232
478.46
2 935
'
351,780
129.17
19.81
457,532
2,400.02
22,738
532.02
4,749.00
3,523.47
31,514.70
22,937.45
40,645.83
30,020.40
1,057.73
2.60%
39,588.10
97.40%
873.14
2.91%
29,147.26
97.09%
A N N U A L R E P O R T 2 0 0 5 - 0 6 Hi
2005
Rs, Millions
2006
Rs. Millions
1.6
Imports (c.i.f)
569.86
24.90
41.06
426.92
Raw materials
Trading goods and others
Spares and tools
Capital goods
1.7
15,86
178.83
12,30
263.16
38.11
12.23
Technical knowhow
Interest and commitment charges
Commission paid on sales
Research and development
Travel
Other expenses
1.8
1.9
2.
2.1
2.2
4,513.05
0.12
_
210.62
___,
5,228.75
119.96
JH1
5,452.44
44,116,668
441.17
330.88
6.48
4.32
5,04
3.36
2.49
10.89
4523.00
3,550.10
1260.06
33.54
61.05
5877.65
1,092.14
31,70
1244.96
43.21
125.11
76.11
4388.26
__J54:88
4,738.82
1,121.18
38.98
3.
3.1
3.2
Contingent Liabilities
a)
Guarantees
b)
c)
d)
Bills discounted
Interest charge on
3.3
a)
b)
3.4
Debentures
Fixed loans
2006
Rs. Millions
2005
Rs. Millions
2,326.89
2,503.30
114.62
147.50
0.01
63.56
0.01
158.70
6,957.82
4,182.80
132.11
58.09
157,61
56.73
Auditors' remuneration
a)
b)
1.80
0.12
0.81
0.07
1.92
0.20
1.81
0.58
0.34
0.06
3-00
3.5
3.6
a)
3.7
2.40
0.12
627.79
456.16
84.56
(99.84)
b)
Of the above, unrealised gains / loss debited/(credited) to Profit and Loss account
35.33
(105.70)
c)
a)
'
'
'
Buildings
Revalued buildings are depreciated over the balance useful life as determined by the valuers.
Plant and machinery
Assets subjected to impairment - revised carrying amount over its remaining useful life
Windmils
Furniture and fittings and equipment
Furniture and fittings
Office equipment
Data processing system
Vehicles
Cars and motorcycles
Trucks and buses
Intangible assets
Computer software
- Developed
- Acquired
Technical knowhow - acquired
b)
12
8
8
5
3
5
5
5
5/6
Depredation for the year computed on revalued assets over the balance useful life on straight line method includes
a net charge of Rs. 6.44 million (2005 : Rs. 6.44 million) [Rs. 0.69 million (2005 : Rs. 0.69 million) in Schedule 2.3
and Rs. 5.75 million (2005 : Rs. 5.75 million) in Schedule 2.4] being the excess over the depreciation computed by
the method followed by the Company prior to revaluation and the same has been transferred from Revaluation
reserve to the Profit and Loss Account.
4.
a)
Profit after taxation as per Profit and Loss account (in Rs. million)
Basic earnings per share (Face value Re. 1) (in Rs.)
Profit before extraordinary items net of tax (in Rs. million)
b)
(A)
(B)
(A/B)
(C)
(C/B)
Profit after taxation as per Profit and Loss account (in Rs. million)
Add: Interest and other costs net of tax
Adjusted profits (in Rs. million)
Weighted average number of equity shares
Diluted earnings per share (Face value Re. 1) (in Rs.)
Diluted earnings per share (Face value Re. 1) excluding
extraordinary items net of tax (in Rs.)
COMPOSITION OF NET DEFERRED TAX LIABILITY
(A)
(B)
(A/B)
2005
3,273.20
1,192,925,337
2,714.10
1,189,294,200
2.74
3,095.30
2.28
2,774.86
2.59
2.33
3,273.20
94.73
2,714.10
3,367^93
2,680.89
1,302,890,820
1,310,294,955
2.58
2.05
2.45
Rs. Millions
Rs. Millions
5.
2006
EARNINGS PER SHARE
(33.21)
2.09
1,858.28
14.71
1,732.32
(31.53)
-
(22.71)
29.87
(44.57)
(16.18)
(14.82)
1,796.89
1,708.48
SEGMENT INFORMATION
The company is principally engaged in a single business segment viz., Commercial vehicles and related components and
operates in one geographical segment as per Accounting standard 17 on 'Segment Reporting' issued by the Institute 'of
Chartered Accountants of India.
RELATED PARTY DISCLOSURE
a)
b)
Foundries Limited
Other related parties with whom transactions have taken place during the year
Associates
Ashley Holdings Limited
Ashley Investments Limited
Ashok Leyland Project Services Limited
Automotive Coaches and Components Limited
Ennore Foundries Limited (from March 21, 2006)
c)
2006
Rs. Millions
2005
Rs. Millions
2,199.35
1,647.39
432.16
727.29
28.36
118.16
1,306.04
1,198.99
(ii) Sales
Lanka Ashok Leyland Limited
Gulf Ashley Motor Limited
760.90
42.51
51.34
11.31
2.82
2.91
3.59
30.54
4.37
LRUH Limited
(vii) Remuneration to Key management personnel
330.88
0.47
119.86
12.80
62.60
620.00
*- -- Debtors - --- -
--
13.66
11.04
195.38
206.56
206.56
0.37
0.44
30.54
19.21
Associate Companies
Key management personnel
-
157.58
4.73
4.65
3.36
Financial Guarantees
Ennore Foundries Limited
43.11
76.74
66.50
66.50
(xii) Advances to associate companies in the nature of loan included in (xi) above
Ashley Holdings Limited
16.20
29.00
17.80
28.00
29.00
73.55
28.00
61.65
8.
9.
Particulars of dues (net) towards Sales Tax, Excise Duty and Cess that were not deposited during the year on account of
dispute are given below :
Nature of Dues
Dues
Forum where dispute is pending
Amount stayed not
included in dues
(Rs. Millions)
1)
2)
Sales Tax
23.23
Excise Duty
(Rs. Millions)
Appellate Deputy / Additional Commissioner
0.88
Tribunal
0.36
88.94
16.33
10.
The company raised US$ 100 million (notes of US $ 1000 each) during April 2004 by way of Foreign currency convertible
notes (FCCN) bearing interest rate of 0.5% per annum. Note holders have an option to convert each note into 1422.58
shares of Re.l each or such number of shares of Re.l each as per terms of issue, at any time after June 9, 2004. The
conversion price currently is Rs.31.00. During the year 32,292,576 Equity shares (2005: Nil) were allotted consequent
to conversion of 22,700 FCCN aggregating to US$ 22.70 million. The balance notes unless previously converted,
redeemed or repurchased and cancelled, will be redeemed on April 30, 2009 at 100% of their principal value.
11.
Profit on sale of undertaking represents profit on sale of Ductron Castings Unit, Hyderabad, as going concern to Ennore
Foundries Limited, a fellow subsidiary, with effect from April 1, 2005.
12.
The company had recognised as at April 1, 2004 Rs.121.46 million as impairment of identified Plant and machinery and
consequential decrease in Deferred tax liability of Rs. 43.57 million by adjustment to General reserve in confirmity with
the transitional provisions of accounting standard 28 (Impairment of assets) issued by the Institute of Chartered
Accountants of India.
13.
The company has entered into operating lease arrangements with various parties during the year, for leasing out
windmills. Ashok Leyland Project Services Limited, an associate company, through its wind energy division, operates and
maintains these assets and has guaranteed the following minimum lease rentals:
(a)
(b)
(c)
(d)
Receivable
Receivable
Receivable
Receivable
Rs. Millions
65.36
285.20
291.14
14.
15.
In terms of the FCCN issue and on the basis of the legal opinion obtained in this regard, the note holders, who have
exercised the option to convert the notes upto the record date for the dividend that may be declared for the year ended
March 31, 2006, will be entitled to the said dividend. Accordingly, the company has provided for the proposed dividend
(including tax thereon) on the basis that all the FCCNs remaining outstanding as of March 31, 2006 would get converted
into equity shares before the record date.
DERIVATIVES
The company uses derivative financial instruments such as forward contracts to hedge certain currency exposures, present
and anticipated, denominated mostly in US dollars, Euro, Japanese Yen and Great Britain Pounds. Generally such
contracts are taken for exposures materialising in the next six months. The company actively manages its currency/
interest rate exposures through a centralized treasury setup and uses derivatives to mitigate the risk from such
exposures.
The company has a net receivable hedged exposure of US $ 12.61 million through forward contracts and net payable
unhedged exposure of US $ 34.33 million. The statement on significant accounting policies deals with the accounting
treatment accorded to such derivatives.
16.
Figures for the previous year have been regrouped wherever necessary. However they are not comparable as the previous
year figure includes operations of Ductron Castings Unit, sold at the commencement of the current year.
Signatures to Statement of Significant Accounting Policies, Schedules and Notes to the Accounts.
For and on behalf of the Board
K. SRIDHARAN
Chief Financial Officer
N. SUNDARARAJAN
Executive Director & Company Secretary
R. SESHASAYEE
Managing Director
R.J. SHAHANEY
Chairman
Registration Details
Registration No.
0 0 0 1 0 5
ii.
3 1
Date
0 3 2
Month
0 0
Year
State Code
Capital Raised during the Year (Amount in Rs. Thousands) (See note below)
m.
Public Issue
N II I L
Rights Issue
N I L
Bonus Issue
Private Placement
N I L
II L
3 | 6 | 9
2 I 5 I 8 I 5 I 5
Total Assets
8 l 5
1 2 9 0 2 9 1 3
2 5
Sources of Funds
Paid-up Capital
|l|2|2|l|5|9|l|
Secured Loans
Deferred Liability
1 I8
,
4 I6 I9 I1 I0
1 7 9
Unsecured Loans
5 I 0 I 7 I 2 I 3 I 7 I 2
Investments
3|6|8|1|7|7|9
Application of Funds
1J O
41 6
Accumulated Losses
IV.
8 1 8 4
9
N
Misc. Expenditure
6 I 310
Total Expenditure
5 I 2 I 2 I 9 I 9 |5
3 I 0 I 6 I7
+
|+[
5 | 2
4
8 I 0
v.
Dividend Rate %
1 2 0
Product Description
C O M M E R C I A L
8 4 0 8 1 9 0 1 0
Product Description
E I N GI I I N
E IS
Product Description
S I PI A J R I E
P A I R
Note : Share capital of the Company has increased during the year by Rs. 32,292,576/- due to allotment of
32,292,576 equity shares on conversion of FCCNs (Refer note 11 to the Accounts).
For and on behalf of the Board
K. SRIDHARAN
Chief Financial Officer
N. SUNDARARAJAN
Executive Director & Company Secretary
April 29, 2006
Chennai
Hi A N N U A L R E P O R T 2 0 0 5 - 0 6
R. SESHASAYEE
Managing Director
RJ. SHAHANEY
Chairman
Information
nation as per Section 217(2A)(b)(ii) read with the Companies (Particulars of Employees) Rules, 1975 and forming part of
the Directors
irectors' Report for the year ended March 31, 2006
NAME
AGE
Amrolia J N
58
DESIGNATION
.DATE OF
REMUNERATION
COMMENCEMENT
RECEIVED /
OF EMPLOYMENT RECEIVABLE
Executive Director - HR
16.05.80
7328287
QUALIFICATION
TOTAL
EXPERIENCE
(YEARS)
PARTICULARS
OF PREVIOUS
EXPERIENCE
35
37
Anantha Narayanan T *
61
07.09.76
Advisor
6798359
to
X
Bank of India
Anup Bhat
49
14.06.00
4718736
B.Tech.
27
Aravind S Bharadwaj Or
41
01.10.02
4169755
Balasubramanian S
58
01.01.73
6699943
Begg J R W
61
Head-Vehicle Engineering
07.01.02
6584704
20
37
37
Bhalla K K S
69
17.01.79
902879
M.I.E.
46
Chandrasekaran N
54
30.06.04
2588749
B.Sc., DMIT
Chatterjee A K
54
03.02.97
2795568
Cowsik R
56
01.01.74
Devarajan R
64
Hombali V M
53
Khaitan B
32
B.E.
30
2646083
BJech. PGDIT
31
01.10.68
4614229
B.Sc., DMIT
38
01.09.82
2527942
BJech., MBA
29
56
05.08.79
3765590
B.E.
34
Krishnamurthy K N
60
Technical Advisor to MD
01.10.72
3768348
B.E.
36
Kumar K S *
52
01.04.04
5983284
B.Com., PGDBM
31
16.05.02
2553200
27
Mohanakrishnan N
01.07.77
4237555
B.Sc., ACA
30
54
Services
Murugappan N
56
01.05.75
2550013
B.E.
30
Muthusubramanian K
60
01.07.77
2797411
B.E.
38
yo
n
a
o
AGE
DESIGNATION
QUALIFICATION
TOTAL
EXPERIENCE
(YEARS)
Muthusubramanian C S
56
01.07.74
2683951
B.E.
31
Nagarajan S
61
02.04.97
7357396
38
PARTICULARS
OF PREVIOUS
EXPERIENCE
Nair M K R
Natraj M
59
64
01.10.72
2935089
7393397
B.Sc., DIM
B.E.
73
42
TJ
Rajinder Malhan
57
6844465
B.Sc (Engg.)
40
Consultant
Raju S K
59
19.04.78
3789662
M.E.
34
Ramadurai S G
54
10.05.82
2645742
B.E.
31
Ramasubramanian A *
53
14.07.05
3689380
B.E.
30
Rao R N
52
General Manager-West
30.09.93
2604282
B.E., MMM
29
Sarathy V
58
01.07.74
2727992
B.E.
31
Sambasivam S
58
02.05.73
2528733
B.Sc., ACA
32
Sam Burman *
52
16.01.03
1610305
27
Seshasayee R
58
Managing Director
21.01.76
13114158
B.Com., ACA
35
Shekhar Arora
53
3047047
B.A., MSW
Sridharan K
52
06.03.82
7164260
.29
29
49
Mumbai
26.03.82
2400197
27
Recruitment
Srinivasan R
57
01.08.76
2768513
B.Sc., ACA
29
Soundararajan G
57
01.03.74
2515013
B.E., DIM
31
Sundaram Parthasarathi
53
01.10.78
2771246
B.E., M.S.
27
Subramanya G
58
24.07.96
2509470
35
Sundararajan N
56
05.06.96
4391177
34
35
Udayashanker B M
56
01.07.74
3946005
B.E.
-n
36
Design Services
Srikant Srinivasan
to Directors
DATE OF
REMUNERATION
COMMENCEMENT RECEIVED /
OF EMPLOYMENT RECEIVABLE
n
o
a.
Information as per Section 217(2A)(b)(ii) read with the Companies (Particulars of Employees) Rules, 1975 and forming part of
the Directors' Report for the year ended March 31, 2006 (Contd.)
NAME
Venkat Subramaniam B
AGE
44
DESIGNATION
REMUNERATION
flATE
OF
COMMENCEMENT RECEIVED /
OF EMPLOYMENT RECEIVABLE
01.08.03
2836228
QUALIFICATION
B.Tech., PGDBM
TOTAL
EXPERIENCE
(YEARS)
PARTICULARS
OF PREVIOUS
EXPERIENCE
19
29
17
Venkatesh S *
53
02.01.06
617589
Vinod K Dasari
39
01.04.05
5621308
B.E., M.Tech.
ft)
X
i
o
2
n>
a
o
NOTICE TO SHAREHOLDERS
Notice is hereby given that the Fifty Seventh Annual General Meeting of Ashok Leyland Limited will be held at
Kamaraj Memorial Hall, 492, Anna Salai, Teynampet, Chennai 600 006 at 10.00 a.m., on Tuesday, August 1, 2006
to transact the following business:
ORDINARY BUSINESS
1.
To receive, consider and adopt the Profit and Loss Account for the year ended March 31, 2006, the Balance
Sheet as at that date and the Reports of Directors and Auditors attached thereto.
2.
To declare a dividend.
3.
To appoint a Director in the place of Mr F J Colon Martinez, who retires by rotation under Article 106 of the
Articles of Association of the Company and is eligible for re-apporntment.
4.
To appoint a Director in the place of Mr E A Kshirsagar, who retires by rotation under Article 106 of the Articles
of Association of the Company, is not seeking re-appointment due to personal reasons.
The Company has received a Notice from a member under Section 257 of the Companies Act, 1956 proposing
to appoint Mr Shardul S Shroff as a Director of the Company in this vacancy.
5.
To appoint a Director in the place of Mr S R Krishnaswamy, who retires by rotation under Article 106 of the
Articles of Association of the Company and who, being eligible, offers himself for re-appointment.
6.
To appoint a Director in the place of Mr R J Shahaney, who retires by rotation under Article 106 of the Articles
of Associa'tion of the Company and who, being eligible, offers himself for re-appointment.
7.
To appoint Auditors and fix their remuneration. The retiring Auditors Messrs M S Krishnaswami & Rajan,
Chartered Accountants, Chennai and Messrs Deloitte Raskins & Sells, Chartered Accountants are eligible for
re-appointment.
To consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution:
"RESOLVED THAT Messrs M S Krishnaswami & Rajan, Chartered Accountants, Chennai and Messrg Deloitte
Haskins & Sells, Chartered Accountants be and are hereby appointed as Auditors of the Company to hold
office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General
Meeting on a remuneration of Rs.12 lakhs (Rupees twelve lakhs only) each, in addition to reimbursement of
out-of-pocket expenses."
SPECIAL BUSINESS
8i
To appoint Mr Stephen Victor Young as a Director.
>
9.
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:
"RESOLVED THAT Mr Stephen Victor Young be and is hereby appointed as a Director of the Company."
To approve re-appointment of Mr R Seshasayee as Managing Director.
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:
"RESOLVED THAT subject to the provisions of Sections 198, 269, 309, 310 & 311, Schedule XIII, and other
applicable provisions, if any, of the Companies Act, 1956, and subject to such other approvals if and as may be
required, including from Central Government, Mr R Seshasayee be and is hereby re-appointed as Managing
Director with effect from 1/6/2006 for a period of three years upto 31/5/2009, on the following terms and
conditions, including revision in the benefits, perquisites, and allowances from April 1, 2006.
A.
The annual increments will be effective 1st June every year, and will be decided by the Committee
of Directors constituted for this purpose, based on his performance.
B.
II.
III.
Commission - As may be approved by the Committee of Directors constituted for the purpose,
based on the performance of the Company, and his contribution.
In addition to the Salary, Special Allowance, and Commission payable, Mr R Seshasayee shall
also be entitled to perquisites like free furnished accommodation or house rent allowance including
furnishings, gas, electricity and water, medical reimbursement, leave travel concessions for self
and family, club fees, medical and term insurance, etc., as per Company Policy applicable to the
senior management personnel of the Company or as may be agreed to by the Board of Directors
and Mr R Seshasayee. Such perquisites and allowances will be subject to such ceiling limit as
may be fixed by the Committee of Directors from time to time.
II.
For the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated
as per Income Tax Rules, wherever applicable. In the absence of any such Rule, perquisites and
allowances shall be evaluated at actual cost incurred by the Company in providing such perquisites
and allowances. Use of Company cars for official duties and adequate communication facilities at
residence shall not be included in the computation of perquisites for the purpose of calculating the
said ceiling.
III.
Company's contribution to Provident Fund and Superannuation Fund not exceeding 27% of the
remuneration, Gratuity as per rules of the Company, and availment or encashment of leave at the
end of the tenure, as per Company Policy. These, however, shall not be included in the computation
of limits on perquisites as aforesaid.
The total remuneration to Mr R Seshasayee as per "A" and "B" above, inclusive of the value of perquisites will
however be limited to rules /regulation/ceiling prescribed under the Companies Act, 1956.
RESOLVEp FURTHER THAT in the event of loss or inadequacy of profits in any of the financial years during
the tenure of Mr R Seshasayee as Managing Director of the Company, he shall be entitled to receive and be
paid the substantive remuneration mentioned in "A" and "B" above, including Special Allowance, but excluding
Commission, as minimum remuneration, subject to the approval of the Central Government, if and as may be
required."
10.
To increase in the percentage limit of investments by Foreign Institutional Investors (Flls) under Portfolio
Investment Scheme (PIS).
To consider and if thought fit, to pass with or without modification(s), the following resolution as a
Special Resolution:
"RESOLVED THAT subject to such approvals, permissions and sanctions as may be required of the appropriate
authorities including RBI, SEBI and Govt. of India and subject to the relevant regulatory requirements, the
consent of the Company be and is hereby accorded for investments in the equity shares of the Company by
' and/or on behalf of Foreign Institutional Investors (Flls), under the Portfolio Investment Scheme / any other
scheme, through either the primary or secondary markets in India, notwithstanding that such investments
together with the existing holdings of such Flls may exceed in the aggregate, 24% of the paid-up equity capital
of the Company but not exceeding 40% of the extant paid up equity capital of the Company at any point of
time or such other ceiling as may be imposed by the said appropriate authorities from time to time whichever
is lower.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all
such acts, deeds, things and to take all necessary steps as are required for giving effect to the foregoing
resolution."
11.
thereof constituted for this purpose, to exercise the powers conferred on the Board by this resolution) or as
may be prescribed or made, in granting such consents and approvals agreed to by the Board, the consent of
the Company be and is hereby accorded to the Board to offer, issue and allot in one or more tranches, in the
course of international offerings to Foreign Institutions, foreign investors/collaborators, Non-Resident Indians,
corporate bodies, mutual funds, banks, insurance companies, pension funds or others, whether shareholders
of the Company or not, through a public issue and/or on a private placement basis, equity shares and/or equity
shares in the form of Global Depository Receipts(GDRs), and/or securities convertible into equity shares
and /or securities linked to equity shares and/or securities with or without detachable share warrants, and/or
Foreign Currency Convertible Notes (FCCNs) and/or Bonds with Share Warrants attached (hereinafter
collectively referred to as "Securities"), secured or unsecured so however, that the total amount raised through
the aforesaid Securities should not exceed USD150 Million, or its equivalent in any currency, of incremental
funds for the Company.
RESOLVED FURTHER THAT the consent of the Company be and is hereby accorded, in terms of Section
293(1 )(a) and other applicable provisions, if any, of the Companies Act, 1956 and subject to all other necessary
approvals, to the Board to secure, if necessary, all or any of the above mentioned Securities to be issued, by
the creation of a mortgage and/or charge on all or any of the Company's immovable and/or movable assets,
both present and future in such form and manner and on such terms as may be deemed fit and appropriate by
the Board.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and
changes as it may at its discretion deem necessary or desirable for such purpose including, if necessary,
creation of such mortgages and/or charges in respect of the securities on the whole or in part of the undertaking
of the Company under Section 293(1 )(a) of the Companies Act, 1956 and to execute such documents or
writing as may be considered necessary or proper and incidental to this resolution.
RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby
authorised to determine the form and terms of the Issue(s), including the class of investors to whom the
Securities are to be allotted, number of Securities to be allotted in each tranche, issue price, face value,
premium amount on issue/conversion of Securities/exercise of warrants/ redemption of Securities, rate of
interest, redemption period, listing on one or more stock exchanges in India and/or abroad, including, without
limitation,/marketing, custodian, depository arrangements etc., as the Board in its absolute discretion deems
fit, and te make and accept any modifications in the proposal as may be required by the authorities involved in
such issues in India and/or abroad and to settle any questions or difficulties that may arise in regard to the
Issue(s).
RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such number of
additional equity shares as may be required in pursuance of the above issue of Securities and that the additional
equity shares so allotted shall rank in all respects, including the right/entitlement to dividend, pari passu with
the existing Equity shares of the Company."
Registered Office:
19, RajajiSalai, Chennai 600 001
June 8, 2006
NOTES:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS ENTITLED TO APPOINT
ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT
BE A MEMBER OF THE COMPANY. PROXY SHOULD BE LODGED WITH THE COMPANY AT LEAST
48 HOURS BEFORE THE SCHEDULED COMMENCEMENT OF THE MEETING.
Revenue Stamp for 15 paise should be affixed on the Proxy Form. Forms which are not stamped or
inadequately stamped are liable to be considered invalid. Further, for identification purposes etc., it is
advisable that the Proxyholder's signature may also be furnished in the Proxy Form.
2.
The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, setting out all material
facts in respect of Item Nos. 8 to 11 of the Notice, is attached.
3.
Members may please bring the Admission Slip duly filled in and may hand over the same at the entrance to the
Meeting Hall.
4.
Members who hold shares in dematerialised form, are requested to bring their depository account number
(Client ID No.) for easier identification and recording of attendance at the meeting.
5.
The Register of Members and Share Transfer Books of the Company will remain closed from July 14, 2006 to
August 1, 2006 both days inclusive.
6.
After declaration of the dividend at the Annual General Meeting, the Dividend Warrants are scheduled to be
posted on or after August 1, 2006. In respect of shares held in electronic form, the dividend will be paid on the
basis of beneficial ownership, as per details to be furnished for this purpose by National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
7.
Members who desire to have their Bank Account details incorporated in their dividend warrants may please
furnish the (i) Share Folio No(s). (ii) Name and Address of Sole/First Shareholder (iii) Bank Account No. (with
prefix SB/CA etc.) (iv) Name of the Bank and Branch (v) Full address of the Branch with Pin Code. These
details may be sent to the Company's Registrar and Transfer Agent, M/s Integrated Enterprises (India) Limited,
2nd Floor, Kences Towers, 1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai 600 017.
For members holding shares in demat form, the Bank A/c details furnished for their demat Account will be
incorporated in the dividend warrants.
8.
Out of the dividends declared for all the financial years including and upto the financial year ended
March 31, 1995, the amount which remained unclaimed has been transferred to the General Revenue Account
of the Central Government as per the provisions of Section 205A of the Companies Act, 1956.
Members who have not encashed the dividend warrants for the above year and any earlier years are requested
to claim from the Registrar of Companies (Tamil Nadu), Shastri Bhavan, No. 26, Haddows Road,
Chennai 600 006.
Consequent to the amendment to Section 205A of the Companies Act, 1956 and introduction of Section 205C
by the Companies (Amendment) Act, 1999, the amounts of dividends remaining unclaimed for a period of
seven years is to be transferred to the Investor Education and Protection Fund. Accordingly, the dividend
declared for the financial year ended March 31,1998 has been transferred to Investor Education and Protection
Fund. The amount so transferred cannot be claimed either from the Company or from the Fund.
Details of dividend declared for the financial years from 1998-99 onwards are given below:
Declared on
Financial Year
Dividend %
199-1999
16.09.1999
10%
1.00
1999-2000
30.05.2000
35%
3.50
2000-2001
24.07.2001
40%
4.00
2001-2002
26.07.2002
45%
4.50
2002-2003
22.07.2003
50%
5.00
2003-2004
29.07.2004
75%
7.50
2004-2005
26.07.2005
100%
1.00(**)
Brief notes on the background and the functional expertise of the Directors proposed for re-appointment are
furnished below, along with details of companies in which they are Directors and the Board Committees of
which they are members:
(i)
Mr F J Colon Martinez, aged about 56 years, is a Mechanical Engineer, and has wide experience in the
automotive industry. He held various positions in IVECO S.p.A. and is currently the Senior Vice President
of Global Manufacturing & Product. He has been a Director of the Company from January 2005.
Details of Directorships/Committee Memberships held by him in other companies:
Directorship
DIRECTOR
Ennore Foundries Limited
Iveco Latin America Ltd
Iveco Pegaso S.L.
Otoyol Sanayi, A.S.
Mr Shardul S Shroff, B.Com (Hons.), LLB, Advocate on Record with Supreme Court, aged about 50 years,
has been a practising lawyer from 1980 with Amarchand & Mangaldas & Suresh A Shroff, one of the
leading and largest multidisciplinary Law Firms in the country. He has vast experience in the areas
of Corporate Advisory, Joint Ventures, Project Finance, Corporate and Structured Finance, Insurance,
Telecom, Mergers & Acquisitions, Disinvestments and a large body of corporate advisory work
across sectors. He has worked very closely on important economic legislations as a member of several
high-powered committees appointed by the Government of India.
Details of Directorships/Committee Memberships held by him in other companies:
Directorship
DIRECTOR
Infrastructure Development Finance Co. Ltd.
Audit Committee
Apollo Tyres
NUT Limited
Audit Committee
Remuneration / Compensation
Committee (Chairman)
BILT Limited
Share Transfer cum Shareholders
Grievance Committee
CMC Limited
Amarchand Towers Property Holdings
Private Limited
Amarchand Mangaldas Properties
Private Limited
PSNSS Properties Pvt. Ltd.
Baghbaan Properties (P) Ltd.
MpS R Krishnaswamy, aged about 61 years, is a Post-Graduate in Electronics, and takes active interest
in the academic fields of Insurance and related subjects. He has served LIC of India for the last 36 years
in different capacities and retired as Executive Director (Pension & Group Schemes) and Head of the
PR & Publicity Dept., He has been nominated by LIC on the Company's Board as a Director to represent
LIC of India as shareholders.
Details of Directorships/Committee Memberships held by him in other companies:
' i ,
> . t 'i
,,
,, / i/irecTorsnip
'.'''''.
DIRECTOR
Uttam Galva Steels Ltd.
iv
Mr R J Shahaney, B.Sc.(Engg.), ACGI(London), Chairman, aged about 75 years, was the Managing
Director of the Company since July, 1978 upto May, 1998 and has successfully led the company through
to its present stature and eminence. He is also the Chairman of the Shareholders/Investors Grievance
Committee of the Company.
Details of Directorships/Committee Memberships held by him in other companies:
'..,: . ' ',. ,;..:,.,v> >M*tfMtlfe .
. .
EXECUTIVE CHAIRMAN
Ashok Leyland Project Services Limited
CHAIRMAN ( NON-EXECUTIVE)
Ennore Foundries Limited
EXPLANATORY STATEMENT
Item No. 8
Mr Stephen Victor Young, aged about 50 years, is a Graduate in Production Engineering and also holds Post-Graduate
Diploma in Management Studies. He served M/s AT. Kearney, one of the leading Global Management Consultants,
as a Vice President till 2004. He has a wide experience with the automotive industry as well as exposure to
consumer products, engineering, high technology and logistic sectors. Presently, he is a Director of Indego Consulting,
which takes up the activity to develop and implement a "next generation car company".
The Company has received a notice under Section 257 of the Companies Act, 1956 from a member together with
necessary fee informing his intention to propose the appointment of Mr Stephen Victor Young as a Director of the
Company at this meeting.
Mr Stephen Victor Young does not hold any shares in the Company, as per details furnished by him.
None of the Directors is concerned or interested in this resolution except Mr Stephen Victor Young.
Details of other Directorships/Committee Memberships held by him in other companies:
Directorship
Committee Membership
DIRECTOR
Ennore Foundries Limited
INDEGO Consulting Ltd. (U.K.)
Item No. 9
The present term of office of Mr R Seshasayee as Managing Director, as approved by the shareholders, is due to
expire on 31/3/2007. During the last over 8 years as Managing Director, Mr Seshasayee has managed and steered
the Company extremely successfully through the turbulence faced by the Commercial Vehicle industry. He has been
the spearhead of the Company's achievements of consistently good financial results year after year.
In recognition of his excellent performance and to enable the Company to continue to benefit from his stewardship,
the Board have approved the re-appointment of Mr Seshasayee as Managing Director for a period of three years
commencing frorr> 1/6/2006 to 31/5/2009 on the terms given in the resolution.
Mr Seshasayee, aged 58 years, is a Chartered Accountant. Having served as Manager-Accounts in Hindustan
Lever, he joined Ashok Leyland in January 1976 in the Internal Audit Department. Over the years, he handled the
Corporate Planning/Corporate Finance functions before becoming the Deputy Managing Director in 1993. He was
appointed as Managing Director from April 1998.
Mr Seshasayee has been an active member of the Central Council of the Confederation of Indian Industry(CII), the
premier Industry Association in India and is the President of CM this year. He has represented the CM at WTO,
Davos. He was also the President of the Society of Indian Automobile Manufacturers. He served as Member/
Chairman of various trade and professional committees both at national and international levels.
Details of other Directorships/Committee Membership held by him in other companies :
Directorship
CHAIRMAN
Ashley Transport Services Limited
Gulf Ashley Motor Limited
Irizar TVS Limited
DIRECTOR
Ashley Holdings Limited
Ashley Investments Limited
Ennore Foundries Limited
Committee Membership
Item No. 10
As per the current industrial policy of the Govt of India, 100% Foreign Direct Investment (FDI) is permitted in the
Automobile industry, in which your Company operates. As per the guidelines of the RBI for the Portfolio Investment
Scheme, Foreign Institutional Investors (Flls) are not permitted to invest in the equity shares of the Company, either
through primary or secondary markets, in the aggregate, beyond 24% of the total equity capital at any time, unless
the shareholders of the Company have resolved to relax this limit through a Special Resolution.
The Company has substantial expansion, technology upgradation and overseas acquisition plans which will involve
considerable additional investments in the coming years. In view of the liberalised Reserve Bank of India guidelines
regarding raising of funds from overseas markets, the Company would like to take advantage of further investments
from overseas investors through issue of various securities that may be offered to them from time to time. Relaxation
of the 24% limit would enhance the Company's ability to raise funds in international market through equity linked
issues. This would, in turn, enable the Company to raise resources on terms more advantageous to the Company
and hence to all its existing shareholders.
The proposed resolution seeks to obtain shareholders' approval in order to derive this advantage to the Company.
There are no disadvantages to the existing shareholders and/or investors, by this relaxation. The Board recommends
the proposed resolution for approval by the shareholders as a Special Resolution.
None of the Directors is interested or concerned in this resolution.
Item No. 11
1.
2.
The present installed capacity of the Company is 77,200 vehicles. The Company has embarked on large
investment plans to expand production capacity to 1,00,000 vehicles by March 2008. Total capital expenditure
to be incurred for such capacity expansion and for upgrading product range, including expenditure on Research
and Development replacement programmes in the next few years would be around Rs.1500 crores. The
Company is also pursuing various inorganic growth opportunities through acquisitions (in India and abroad)
as part of globalisation initiatives.
t
In order to partially fund the above expansion/capital expenditure, it is proposed to raise upto USD 150 Million
(denominated in whatever currency) through issue of appropriate equity / equity linked securities, in one or
more tranches and at such time as may be considered appropriate by the Board, to various categories of
investors in the international market as set out in the Special Resolution.
3.
The Board has constituted a Special Purpose Committee for dealing with all matters relating to this proposal
and to do all such acts as are necessary to conclude raising the funds as mentioned above.
4.
To the extent that any part of the above mentioned funding plan includes issue of securities linked to or
convertible into Equity shares of the Company, members' approval is being sought. Section 81 of the Companies
Act provides, interalia, that whenever it is proposed to increase the Issued/Subscribed Capital of a Company
by allotment of further shares, such further shares shall be offered to the persons who, on the date of the offer,
are holders of the equity shares of the Company in proportion to the capital paid up on that date, unless the
shareholders in a General Meeting decide otherwise. The listing agreements executed by the Company with
the various Stock Exchanges also provide that the Company shall, in the first instance, offer all securities for
subscription prorata to the existing equity shareholders unless the shareholders in a General Meeting decide
otherwise. Hence, consent of the shareholders is sought to authorise the Board of Directors, as set out in the
Resolution at Item No.11, to issue in one or more tranches the securities referred to therein in the international
market to Foreign Institutions, foreign investors/collaborators, Non-Resident Indians, corporate bodies, mutual
funds, banks, insurance companies, pension funds or others, whether shareholders of the Company or not,
through a public issue and/or on a private placement basis.
Shareholders consent is sought pursuant to Section 81 of the Companies Act, 1956 and in terms of the listing
agreement with Stock Exchanges to the issue of the above Securities.
While no specific instrument has been identified at this stage, in the event the Company issues any equity
linked instruments, the equity shares on issue, conversion of securities into equity shares or exercise of
warrants and consequent issue of equity shares, shall all rank, in all respects including the right / entitlement
to dividend, pari passu with the existing equity shares of the Company.
5.
The shareholding pattern of the Company as on March 31, 2006 was as follows :
SI
No.
1
Category
Promoter - LRLIH Limited
(Includes 164600070 shares in GDR Form)
No. of
Holders
No. of
Shares
605766750
49.59
133768
140263936
11.48
21
169086840
13.84
87
178868949
14.64
1375
23797280
1.95
Corporate Bodies
1884
22174100
1.82
Mutual Funds
36
65576156
5.37
Trusts
19
236000
0.02
Banks
51
831265
0.07
10
Others - GDR
14985500
1.22
137244
1221586776
100.00
Total
As per current guidelines of GOI, these foreign currency denominated bonds can be subscribed by
Non-Residents only. Foreign Institutional Investors, LRLIH Limited and other Non-resident Shareholders can
participate. However Indian Shareholders (including Mutual Funds, Banks / Insurance Companies Resident in
India) cannot participate in the Bond issue; hence the proposed Bond issue could dilute their shareholding if
Bonds get converted. Since the Issue is offered to Foreign investors, the Company will not be able to determine
at this stage/the revised shareholding pattern after the completion of allotment of the proposed securities.
6.
LRLIH Limited has advised the Company of its intention to convert the Bonds issued in April 2004 into Equity
Shares. Upon exercising right of conversion by all remaining holders of the Bonds issued in April 2004, the
holdings of LRLIH Limited will get restored to 50.93%, as was held earlier. LRLIH Limited being a Company
registered in UK, has the option to participate in the issue of securities being proposed under this resolution.
7.
The issue is likely to be completed and shares/Bonds/GDRs/FCCNs, expected to be allotted before the end
of December 2006.
8.
The said Securities (till they remain as Loan / Bond ) may be secured by way of first mortgage/hypothecation
of the Company's fixed assets in favour of the security holders. As the documents to be executed between the
security holders and the Company may contain, as per normal practice, the power to take over the management
of the Company in certain events of default, it is necessary for the Company to obtain shareholders' approval
through a resolution under Section 293 (1) (a) of the Companies Act, 1956 before creation of the said mortgage
or charge.
9.
The proposed issue is in the interests of the Company and your directors recommend the resolution for
approval.
Registered Office:
19, Rajaji Salai, Chennai 600 001
June 8, 2006
FOREWORD
RSeshasayee
Managing Director
NVIRONMENT
f M Udayashankar,
ED-Manufaqturing,
(right) receives the
Green Shield Award
(2005-06) ftom
R Seshasayee, MD.
Power consumption
Lube oilconsumption
8
7.5
_oj
u
I5-65
I
J
5.5
5
03_04
04_05
05_06
03_04
04_05
05_06
--V
^?v*?'
NVIRONMENT
- V,- ff
'
s* ,*
^ '$
m
SJ
$* +
300
innovative projects:
"u
150
,s*i;
WA'
permissible level
200
100
X
As a practice, rainwater-harvesting projects
SO
0
03_04' 04_05
'eS_0
2580
^^^
permissible level
unit.
As water is available round the year in these
500
03_04'
04_05
'fl5_06
BOO values
120
permissible level
80
60
40
20
03_04' 04_05
TSS values
?#:
sffe;
120
100
permissible level
, 80
; 60
' 40
fe
#?
20
0
03_04'04_OS
'05_06
NVIRONMENT
SPM levels
depleting substances
600
500
Hosur II holds about 65,000 litres of waterbased paint and has to be maintained at
permissible level
S 400
OJ
350
;100
04_05
05JB6
SOx emissions
140
120
|j 100
I 80
permissible level
60
.3 40
$ 20
0
03_04
04_05
OSJJ6
these units.
The temperature requirement of the ED
NOx emissions
" fifl
j3
OU
"5;
permissible level
Rn
u An
0
03_04
04_05
05_06
ESOURCES
ESOURCES
A Reverse Osmosis unit has been set up and feeds the coolant mixing
areas with treated water, thereby reducing coolant consumption.
RO plant at shops
Water consumption
40-
35J> 301.25-
I20E 15u
25 10-
03JM
04 05
05_06
ESOURCES
the goal.
,t
Today, usage of wood for transfer of engines to other units has been
fully eliminated, saving wood roughly equivalent to some 1246 trees.
ASTES
MODERN LANDFILL
Hazardous waste
14
14
12
10
12
10
!
"Si5.4-
6
4
2
0
03_04
04_05
05_06
03JJ4
04_05
05 06
Ashok Leyland
has taken upon
itself the task of
constructing a
secured landfill
site within its
own premises at
Hosur, at a cost
of Rs five million
in a 3,000 sqm
area.
*&,.
ETYAND HEALTH
03_04
04_05
05_06
Technical
system
performing
activities
jm HUfi
TtMMMt
Process
Manufacturing
Process
Causal
Direct waste
Causal
raw material <>
I
waste generation I generation and
extraction I I
emissions J
and emissions J t
:- ,f ;>%-'"'r''Cf?>>llt|i
v;/.;;
^agf?!
,.
' , -' ''. ;\i>:
s
,,
' . . * x-
Causal
waste generation
and emissions
(If interested, please take the following short survey to convey your priorities in an
anonymous survey format: http://www.surveymonkey. com/s.asp ?tt=49771905688
The survey will take approximately 15 minutes to complete, no prior knowledge is
needed to take this survey and your time will help to begin implementing LCA in
India)
For more information about LCA in India, please contact:
Balachander G (bala.alc@ashokleyland.com) or Naveen Kumar (naveen.alc@ashokleyland.
com) at Ashok Leyland and Mike Whitaker (whitakmb@colorado.edu) or Professor Anu
Ramaswami (anu.ramaswami@cudcnver.edu) at the University of Colorado.
IOCIETY
Driver Training Centre, Burari
Delhi.
By partnering
the Government
of Delhi, Ashok
Leyland hopes
to replicate
its Namakkal
success at the
Burari Driver
Training
Institute.
INVESTOR UPDATE
No. 10 (May 2006)
CONTENTS
Page No.
3
3
3
3
4
4
4
4
5
5
5&6
6
6
6&7
General information
Parti
GENERAL
Unique Identification Number (UIN)
SEBI had suspended all fresh registrations for obtaining UIN and the requirement to obtain/quote UIN under
the MAPIN Regulations/Circulars with effect from July 01, 2005.
However, as per the press release dated December 30,2005 SEBI is planning to resume fresh registrations
for obtaining Unique Identification Number (UIN) under SEBI (Central Database of Market Participants)
Regulations, 2003 (MAPIN), after considering the recommendations of the Committee set up by SEBI interalia to examine the issues related to MAPIN. SEBI is yet to issue detailed guidelines.
Permanent Account Number (PAN) - Mandatory
As per the recent amendment in the Income Tax Act, quoting the PAN is mandatory in respect of any
investment of Rs. 50,0007- or more in any equity IPOs or debentures of any Company, Government of India
Bonds and any Mutual Fund.
In case the PAN is not allotted, a declaration in Form 60 will have to be furnished.
Permanent Account Number (PAN) is compulsory for all categories of demat account holders including
minor, trust, foreign corporate body, banks, corporates, Flls and NRIs.This comes into effect in respect of all
demat accounts that are opened on or after April 1, 2006. Further, from October 1, 2006 onwards, the
existing account holders would not be able to operate the accounts till they produce the PAN details.
In case of demat accounts held jointly, all account holders need to provide their PAN Cards. Original PAN
Card needs to be produced to the DP for verifying the photocopy.
Dematerialisation Charges
Holding the investments in dematerialised form has several advantages as has been highlighted in our
earlier Investor Updates. For the benefit of investors, some of'these are highlighted in Part II. SEBI has
rationalised the charges for the demat segment as under:
a) No investor shall be required to pay any charge towards opening of a Beneficiary Owner (BO) Account
except for statutory charges as may be applicable;
b) No investor shall be required to pay any charge for credit of securities into his/her BO account;
c) No custody charges shall be levied on any investor, with effect from April 1, 2005; and
d) With effect from January 09,2006, no charges shall be levied on Beneficiary Owner (BO) for transfers of
all the securities lying in his/her account to another branch of the same DP or to another DP of the same
depository or another depository, provided the BO Account(s) at transferee DP and at transferor DP are
one and the same, i.e. identical in all respects. In case the BO Account at transferor DP is a joint account,
the BO Account at transferee DP should also be a joint account in the same sequence of ownership
(SEBI Circular no. MRD/DoP/Dep/Cir-22 /05 dated November 09, 2005).
Shareholders may please note the above and dematerialise all their securities and reap the benefits of
holding the securities in dematerialised form.
Share Split
The paid-up capital of the Company which consisted of equity shares of face value of Rs.10/- each upto
July 6, 2004, was sub-divided (split) on July 7, 2004, to equity shares of face value of Re.1/- each, i.e. each
equity share of Rs.10/- was sub-divided (split) into 10 equity shares of Re.1/- each. Sub-divided (split)
shares of Re.1/- face value continue to be listed on the Madras Stock Exchange Ltd., Bombay Stock Exchange
Ltd., and National Stock Exchange of India Limited without any discontinuity.
Unclaimed Dividend
The Dividend Warrants for the financial year ended 31st March 2005 had been mailed to shareholders
immediately after the AGM on 26th July 2005. If the dividend warrant is not encashed, please write to the
R&TA immediately along with the dividend warrant, if available.
Dividend that remains unpaid or unclaimed for a period of seven years will be transferred to the Investor
Education and Protection Fund of the Govt. of India. Unpaid amounts of interest and redemption amount on
debentures are to be transferred to the Investor Education and Protection Fund.Thereafter no claim can be
made against either the Company or the Fund and no payment shall be available in respect of such claims.
Given below are the details of dividend payments, and the due dates when the unpaid amounts are to be
transferred to the Investor Education and Protection Fund:
Financial Year
Dividend Payment
date
1998-99
16.09.1999
01.11.2006
1999-00
30.05.2000
18.07.2007
2000-01
24.07.2001
24.08.2008
2001-02
26.07.2002
26.08.2009
2002-03
22.07.2003
22.08.2010
2003-04
29.07.2004
29.08.201 1
2004-05 ,
26.07.2005
27.08.2012
Part II
'
Besides the/recently introduced cost savings, holding the securities in demat form has certain distinct
advantages as under:
It helps easy receipt/credit of public issue allotments, and quick receipt of benefits such as stock
splits, bonus shares etc.
'
>
In case of change of address or transmission of demat shares, investors are saved from undergoing
the entire change procedure with each company or registrar.
Ease in portfolio monitoring since statement of account gives a consolidated position of all investments.
The shareholders are aware that the Company's shares are being traded only in dematerialised form from
July 1998 onwards. SEBI have notified the shares of our Company for compulsory delivery in demateriallzed.
form only, by all investors from November 29, 1999.
It is quite difficult, if not impossible to sell the shares held in physical form, in the share market.
Hence dematerialisation is strongly recommended.
Shareholders are free to open the Demat Account with any of the Depository Participants (DPs). For a list of
DPs, the Depositories may be contacted either at their websites or at the addresses given below:
National Securities Depository Ltd.,
Trade World, 4th Floor,
Kamala Mills Compound,
Senapati Bapat Marg, Lower Parel,
Mumbai-400013.
Phone: 022-22723333
Fax:022-22723199
E-mail: investors@cdslindia.com
Website: www.cdslindia.com
Investor has to choose a DP (some Banks also offer DP services) for the purposes of opening beneficiary
account. The choice of the investor may be based on convenience, comfort, services offered, cost or
any other reason.
The investor has to obtain the relevant account opening form from the chosen DP.
Investor has to inter-alia submit the following documents along with the prescribed account opening
form.
Passport-size photograph
Proof of Identity viz., Passport, Voter ID Card, Driving License, PAN Card with photograph, MAPIN
Card or any other documents as may be required by the QP.
Proof of Address viz., Ration Card, Passport, Voter ID Card, Driving License, Bank Passbook or
any other documents as may be required by the DP.
Client Id - the assigned number to be used along with DP Id for any future transactions,
A copy of the report listing the client details captured in the DPM (software provided by NSDL/CDSL
f to the DP) database to the client. The report will be generated by the DPM.
g) Change your password frequently if you are using internet facility for your Demat Account.
h) Before giving Power of Attorney (POA) to any person for operating your Demat Account,
understand the contents and implications of such POA.
i)
Check for direct credit of securities through corporate actions say bonus, rights, mergers etc.,
into the account.
j)
In case you are not transacting frequently make use of the freezing facility provided for demat
account.
A Reference Guide for Investors - It is your hard earned money! Be Inquisitive and Choosy before
You Invest It!
Apart from the above, SEBI has also displayed a lot of information on the awareness campaigns conducted
by it, FAQs on various issues and has also given provision for lodging investor grievances. Shareholders are
advised to visit the above website.
For any assistance or grievance investors can also contact at:
Office of Investor Assistance and Education,
Exchange Plaza, Wing II, 4th Floor,
Bandra Kurla Complex, Bandra (E), Mumbai - 400 051.
E N V I R O N M E N T A L POLICY
"
Utt Uyiud
19, Rajaji Salai, Chemwi 600 001
www.ashokleyland.com