23 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:57 PM
Ashok Leyland Ltd.

BSE

  • 84.55 1.30 (1.56%)
  • Vol: 961670
  • BSE Code: 500477
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  • OPEN PRICE
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  • BID PRICE (QTY.)
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NSE

  • 84.55 0.00 (0%)
  • Vol: 10622310
  • NSE Code: ASHOKLEY
  • PREV. CLOSE
    84.55
  • OPEN PRICE
    83.80
  • BID PRICE (QTY.)
    84.55(8689)
  • OFFER PRICE (QTY.)
    0.00(0)

Ashok Leyland Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. Ashok Leyland’s Philosophy on Code of Governance

i. The Corporate Governance standards demonstrate inalienable rights vested with various stakeholders and strong commitment to values, ethics and business conduct. Your Company is committed to good Corporate Governance, based on an effective independent Board, separation of supervisory role from the executive management and constitution of Committees to oversee critical areas thus upholding the standards practically at every sphere ranging from action plan to performance measurement and customer satisfaction. Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) the Company has executed fresh Listing Agreements with the Stock Exchanges. The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements entered into with the stock exchanges and regulations contained in SEBI Listing Regulations, as applicable, with regard to corporate governance.

ii. Ashok Leyland’s philosophy on Corporate Governance is about intellectual honesty whereby the governance is not just about encompassing regulatory and legal requirements but also strives to enhance stakeholders’ value as a whole. Your Company belongs to a legacy where the visionary founders laid the stone for good governance through the philosophies of “work to give”, implying the duty to work diligently carries the responsibility that one should give something back to others and society and “word is a bond” - which enables one to build trust and confidence with one’s stakeholders, including employees, customers and suppliers, where long term relationships could be developed for the benefit of everyone. Thus the standards of governance are guided by the following principles.

• Clear and ethical strategic direction and sound business decisions.

• Prudent financial management.

• Transparent and professional decision making.

• Excellence in Corporate Governance by abiding the guidelines and continuous assessment of Board processes and the management systems for constant improvisation.

iii. Your Company protects and facilitates the exercise of shareholders rights, provides adequate and timely information, opportunity to participate effectively and vote in general shareholder meetings and ensure equitable treatment to all the shareholders.

iv. Your Company recognises the rights of all the stakeholders and encourages co-operation between the Company and the stakeholders to enable your participation in the Corporate Governance process.

v. Your Company ensures adequate, timely and accurate disclosure on all material matters including the financial situation, performance, ownership and governance of the Company to the stock exchanges and the investors. Information is prepared and disclosed in accordance with the prescribed standards of accounting, financial and non-financial disclosure and are disseminated in an equal, timely and cost efficient access to relevant information by users.

2. Board of Directors

i. As on March 31, 2016 your Company has twelve Directors. Of the twelve directors, eleven (91.67%) are non-executive directors and eight (66.67%) are independent directors, with Mr. Dheeraj G Hinduja as Non-executive Chairman. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and Section 149 of the Companies Act, 2013 (Act).

ii. The number of Directorships, Committee Memberships/ Chairmanships of all Directors is within respective limits prescribed under the Act and SEBI Listing Regulations.

Necessary disclosures regarding Board and Committee positions in other public companies as on March 31, 2016 have been made by all the Directors of the Company.

iii. Every Independent Director, at the first meeting of the Board in which he/she participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration under section 149(7) of the Act that he/she meets the criteria of independence as required under Section 149(6) of the Act.

iv. All Independent Directors maintain their limits of directorships as required under Clause 49 of the Listing Agreement/SEBI Listing Regulations. The maximum tenure of independent directors shall be in accordance with the Act and Rules made thereunder, in this regard, from time to time.

v. The Company has issued a formal letter of appointment to all independent directors and the terms and conditions of their appointment have been hosted in the website of the Company.

vi. The names and categories of the Directors on the Board, their attendance at Board meetings held during the year and the number of directorships and committee chairmanships/memberships held by them in other public companies as on March 31, 2016 are given herein below. Other directorships do not include directorships of private limited companies, Section 8 companies and companies incorporated outside India. Chairmanships/ memberships of Board committees shall include only Audit Committee and Stakeholders’ Relationship Committee.

vii. None of the Directors of the Company are related to each other.

viii. Six Board meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the said meetings were held are: May 12, 2015, June 29, 2015, August 12, 2015, November 4, 2015, February 11, 2016 and March 4 and 5, 2016. The necessary quorum was present for all the meetings.

ix. The Board evaluates the Company’s strategic direction, management policies, performance objectives and effectiveness of Corporate Governance practices.

x. In compliance with the applicable provisions of the Act and the Rules made thereunder, the Company facilitates the participation of the Directors in Board/Committee meetings through video conferencing or other audio visual mode except in respect of such meetings /items which are not permitted to be transacted through video conferencing.

xi. Further, the Board fulfills the key functions as prescribed under the Listing Agreements/SEBI Listing Regulations.

xii. Your Company has appointed Independent Directors who are renowned people having expertise/experience in their respective field/profession. None of the Independent Directors are Promoters or related to Promoters. They do not have pecuniary relationship with the Company and further do not hold two percent or more of the total voting power of the Company.

xiii. The details of Director seeking appointment/re-appointment at the forthcoming Annual General Meeting have been furnished in the Notice convening the Meeting of the shareholders.

xiv. Except Mr. R Seshasayee, who is holding 22,472 equity shares, no other Director holds equity shares in the Company.

xv. The Company has not issued any non-convertible instruments.

xvi. Meeting of Independent Directors

During the year, a meeting of Independent Directors was held on February 10, 2016 to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board.

Dr. Andreas H Biagosch, Chairman of the meeting presented the views of the Independent Directors on matters relating to Board processes and the overall affairs of the Company to the full Board.

xvii. Familiarisation Programme

Your Company follows a structured orientation and familiarisation programme through various reports/codes/ internal policies for all the Directors with a view to update them on the Company’s policies and procedures on a regular basis. Periodic presentations were made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved.

The details of familiarisation programme done for the financial year 2015-16 have been hosted in the website of the Company under the web link http://www.ashokleyland. com/sites/default/files/Familiarisation_programme_for_ Independent_Directors-update_Mar2016.pdf.

3. Committees of the Board

(i) Audit Committee

i. Terms of Reference:

The Company has constituted a qualified and independent Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of the Company. The Committee is responsible for overseeing the Company’s financial reporting process by providing direction to audit function and monitoring the scope and quality of internal and statutory audits. The brief description of the terms of reference of the Committee is given below:

Financials

- Review of the quarterly/half-yearly/annual financial statements with reference to changes, if any, in accounting policies and reasons for the same.

- Major accounting entries involving estimates based on exercise of judgment by management, adjustments, if any, arising out of audit findings.

- Compliance with listing and legal requirements relating to financial statements, qualifications, if any, in the draft audit report.

Internal controls and risk management

- Review of internal audit function and discussion on internal audit reports.

- Review of vigil mechanism.

- Review of adequacy of internal control systems.

- Review of risk management policies especially enterprise level risk management.

Compliance and other related aspects

- Disclosure of related party transactions and subsequent modifications, if any.

- Scrutiny of inter-corporate loans and investments.

- Valuation of undertakings or assets of the Company.

- Uses/application of funds raised through an issue.

- Review and recommendation of appointment, remuneration and terms of appointment of statutory auditors.

- Review of other services rendered by the statutory auditors.

- Review of the management discussion and analysis of the financial conditions and results of operations, significant related party transactions, management letters issued by statutory auditors, internal audit reports.

ii. The Audit Committee looks into the matters as are specifically referred to it by the Board of Directors besides looking into the mandatory requirements of the Listing Agreement/SEBI Listing Regulations and provisions of Section 177 of the Act.

iv. Meetings

Five Audit Committee meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days.

The dates on which the said meetings were held are as follows:

May 11, 2015, August 11, 2015, November 4, 2015, February 11, 2016 and March 5, 2016.

The necessary quorum was present for all the meetings.

v. All members of the Audit Committee are financially literate and one-half of the members have expertise in accounting/financial management.

Mr. Sanjay K Asher, Chairman - Audit Committee was present at the Annual General Meeting held on June 29, 2015.

vi. The CEO & MD, Chief Financial Officer and Vice President – Internal Audit and Risk Management attended meetings of the Audit Committee as invitees.

vii. The representatives of the Auditors are invited to the Audit Committee meetings. The Statutory Auditors have attended the Audit Committee Meeting where the financials results/audit reports are discussed. The Cost auditors have attended the Audit Committee Meeting where Cost audit reports are discussed.

viii. Mr. N Ramanathan, Company Secretary is the Secretary to the Committee.

ix. The Company is governed by a charter adopted pursuant to the regulatory requirements and the Committee reviews the mandatory information as per requirement.

(ii) Nomination and Remuneration Committee i. Terms of Reference

The Company has a Nomination and Remuneration Committee constituted pursuant to the provisions of Regulations 19 of the SEBI Listing Regulations and Section 178 of the Act.

The brief description of the terms of reference of the Committee is given below:

- Formulate Remuneration Policy and a policy on Board Diversity.

- Formulate criteria for evaluation of Directors and the Board.

- To ensure that the Remuneration

Policy shall also include the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

- Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance.

- To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

- Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

iii. Meetings

During the year, three meetings of the Nomination and Remuneration Committee were held on May 12, 2015, November 4, 2015 and February 10, 2016. The necessary quorum was present for all the meetings. Mr. D J Balaji Rao, Chairman – Nomination and Remuneration Committee was present at the Annual General Meeting held on June 29, 2015.

iv. Performance evaluation criteria for Directors

The Nomination and Remuneration Committee of the Board has laid down the criteria for performance evaluation of all the Directors of the Company. The performance evaluation has been done by the entire Board of Directors, except the Director concerned being evaluated. The criteria for performance evaluation are as follows:

i) Role and Accountability

- Understanding the nature and role of Independent Directors’ position.

- Understanding of risks associated with the business.

- Application of knowledge for rendering advice to management for resolution of business issues.

- Offer constructive challenge to management strategies and proposals.

- Active engagement with the management and attentiveness to progress of decisions taken.

ii) Objectivity

- Non-partisan appraisal of issues.

- Own recommendations given professionally without tending to majority or popular views.

iii) Leadership and Initiative

- Heading Board Sub-committees.

- Driving any function or identified initiative based on domain knowledge and experience.

iv) Personal Attributes

- Commitment to role and fiduciary responsibilities as a Board member.

- Attendance and active participation.

- Proactive, strategic and lateral thinking.

The Remuneration Policy is annexed at the end of this Report.

v. Remuneration of Directors

(i) Criteria for making payments to Non-Executive Directors

The Non-Executive Directors of the Company are paid remuneration by way sitting fees and profit related Commission based on the criteria laid down by the Nomination and Remuneration Committee and the Board.

- Performance of the Company.

- Members’ attendance, position held in the Committee(s); and

- Time spent.

Based on the advice received from Mr. Dheeraj G Hinduja (dated July 26, 2013), Mr. R Seshasayee (dated July 17, 2013) and Mr. A K Das (dated August 13, 2014) the Board of Directors, approved waiver of their sitting fee for Board and Committee meetings as relevant until further notice from them.

Further to the withdrawal of sitting fee waiver letters received from Mr. Dheeraj G Hinduja (dated July 14, 2015), Mr. R Seshasayee (dated July 29, 2015) and Mr. A K Das (dated July 28, 2015) the Board of Directors noted the same and sitting fees was paid to them from Board/Committee meetings held from August 2015 onwards.

The above have been approved by the Nomination and Remuneration Committee at its meeting held on May 24, 2016.

Subject to the approval of the shareholder at the ensuing AGM the tenure of office of the CEO & MD is for a term of five years from April 1, 2016 to March 31, 2021 and can be terminated by either the Company or the CEO & MD by giving three months’ notice in advance or salary in lieu thereof. No Severance fees is payable to him.

(iv) The Company has no Employee Stock Options Scheme in force at present.

(iii) Stakeholders’ Relationship Committee

i. Terms of Reference

The Company has constituted a Stakeholders’ Relationship Committee pursuant to the provisions of Regulation 20 of the SEBI Listing Regulations and Section 178 of the Act. The Committee considers and resolves the grievances of the security holders. The Committee also reviews the manner and time-lines of dealing with complaint letters received from Stock Exchanges/SEBI/Ministry of Corporate Affairs etc., and the responses thereto.

Based on the delegated powers of the Board of Directors, Non-Executive Vice Chairman/CEO & MD approves the share transfers/transmissions on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.

Mr. N Ramanathan, Company Secretary is the Secretary to the Committee and the Compliance Officer appointed for the compliance of capital market related laws.

iii. Meetings

During the year, four meetings of the Stakeholders Relationship Committee were held on May 12, 2015, August 12, 2015, November 4, 2015 and February 11, 2016.

(iv) Corporate Social Responsibility Committee

The Company has constituted a Corporate Social Responsibility Committee pursuant to the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility) Rules, 2014 comprising of Mr. Dheeraj G Hinduja, as Chairman of the Committee, Ms. Manisha Girotra, Mr. Shardul S Shroff and Mr. Vinod K Dasari as members. The Committee met once during the year on February 11, 2016.

(v) Other Committees

a) Risk Management Committee

i. The Company has constituted a Risk Management Committee comprising of Mr. R Seshasayee, as Chairman of the Committee, Dr. Andreas H Biagosch and Mr. D J Balaji Rao as members of the Committee to assist the Board and Audit Committee in their responsibilities of overseeing Company’s risk management policies and processes (including processes for monitoring and mitigating such risks) and the Company’s exposure to unmitigated risks. The Committee met two times during the year on August 11, 2015 and February 10, 2016.

ii. The Committee will apprise the Board of the most significant risks along with the status of action taken by the Management for mitigating such risks. The Committee will also apprise the Board of the effectiveness of the Enterprise Risk Management (ERM) system.

iii. Details of Risk Management measures taken by the Company have been provided in the Management Discussion and Analysis Report which is attached to the Board’s Report.

iv. A Risk Management status report is provided to the Audit Committee for its information on a regular basis.

b) Technology and Investment Committee

The Company has in place a Technology and Investment Committee, comprising of Mr. Dheeraj G Hinduja, as Chairman of the Committee, Dr. Andreas H Biagosch, Mr. Jean Brunol, Mr. R Seshasayee and Mr. Vinod K Dasari as members. From a technology perspective, the Committee considers and approves key decisions with regard to product planning and choice of technology thereof, and help prepare the Company to be in step with or be ahead of emerging global product and technology trends. On the investment part, the Committee considers and recommends long term strategic goals in the areas of manufacturing and product strategy. The Committee met four times during the year, on May 11, 2015, August 11, 2015, November 3, 2015 and February 10, 2016.

The Board at their meeting held on May 25, 2016 approved segregation of Technology and Investment Committee separately, wherein a Technology Committee be formed with Dr. Andrew C Palmer as the Chairman of the Committee and Dr. Andreas H Biagosch and Mr. Jean Brunol as Members of the Committee and an Investment Committee be formed with Mr. Dheeraj G Hinduja, as the Chairman of the Committee and Mr. R Seshasayee, Dr. Andreas H Biagosch and Mr. Jean Brunol as Members of the Committee.

4. Disclosures

(i) Related Party Transactions

There were no materially significant transactions with the related parties, during the year, which were in conflict with the interests of the Company and that require an approval of the Company in terms of the Listing Agreements/SEBI Listing Regulations.

The Audit Committee grants omnibus approval (for one year) for the proposed related party transactions which will be valid for a year. The Audit Committee lays down the criteria for granting omnibus approvals in line with the policy for transactions which are repetitive in nature. In such cases where the need for Related Party Transaction cannot be foreseen and details as required above are not available, the Audit Committee grants omnibus approval for such transactions subject to their value not exceeding Rupees One Crore per transaction. The Audit Committee reviews, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approval given. Where it requires, the Audit Committee will report the related party transaction for the approval of the Board. If the Board feels that shareholders’ approval is required, then the same shall be put up for approval by the shareholders of the Company.

The policy on Related Party Transactions is hosted on the website of the Company under the web link http://www.ashokleyland.com/sites/default/files/ Ashok_Leyland_Limited-Policy_on_Related_Party_ Transactions.pdf

(ii) Details of non-compliance by the Company, penalties, strictures imposed on the Company by the stock exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three financial years 2013-14, 2014-15 and 2015-16 respectively: NIL

(iii) Whistle Blower Policy

Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders (including Directors and employees) to report unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The Policy provides adequate safeguards against victimisation of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman and that no complaints were received during the year.

The Whistle Blower Policy has been disclosed on the Company’s website under the web link http://www. ashokleyland.com/sites/default/files/Ashok_Leyland- Whistle_Blower_Policy.pdf and circulated to all the Directors/employees.

 (iv) The Company has complied with all applicable mandatory requirements in terms of Clause 49 of the Listing Agreement/SEBI Listing Regulations. A report on the compliances on the applicable laws for the Company is placed before the Board on a quarterly basis for its review and consideration.

(v) The Company has fulfilled the following nonmandatory requirements

(i) The Company maintains an office for the non-executive Chairman of the Company at the Company’s expense and allows reimbursement of expenses incurred in performance of his duties.

(ii) The Company has appointed separate persons to the post of Chairman and CEO & MD.

(vi) Reconciliation of share capital audit

The Company has engaged a qualified practicing Company Secretary to carry out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

(vii) Disclosure of Accounting Treatment

Your Company has not adopted any alternative accounting treatment prescribed differently from the Accounting Standards.

(viii) Non-Executive Directors’ compensation and disclosures

All fees/compensation paid to the Non-Executive Directors (including Independent Directors) are recommended by the Nomination and Remuneration Committee and fixed by the Board and approved by the shareholders in the General Meeting, if required and the remuneration paid/ payable are within the limits prescribed under the Act.

(ix) Code of Conduct

Your Company has adopted a Code of Conduct for members of the Board (incorporating duties of Independent Directors) and the Senior Management personnel. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company.

Your Company has received confirmations from all concerned regarding their adherence to the said Code. Pursuant to the Listing Agreements/SEBI Listing Regulations, CEO & MD of the Company confirmed compliance with the Code by all members of the Board and the Senior Management personnel. The Code has been hosted on the Company’s website under the web link http://www. ashokleyland.com/corporategovernance.

 (x) Code of Conduct for prohibition of insider trading

Your Company has adopted a Code of Conduct as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015. All Directors, Designated Employees who could have access to the Unpublished Price Sensitive Information of the Company are governed by the Code. During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

5. Subsidiary Companies

Your Company monitors performance of subsidiary companies (list of subsidiary companies has been provided in the financial statements), inter-alia, by the following means:

a) The Company does not have any material unlisted Indian subsidiary, and hence, is not required to nominate an Independent Director of the Company on the Board of any subsidiary.

b) The Audit Committee reviews the financial statements, in particular, the investments made by the unlisted subsidiary companies.

c) The minutes of the meetings of the board of directors of the unlisted subsidiary companies were placed at the meetings of the Board of Directors of the Company.

d) Your Company formulated a Policy on Material Subsidiary as required under Clause 49(V)(D)/SEBI Listing Regulations and the policy is hosted on the website of the Company under the web link http:// www.ashokleyland.com/sites/default/files/Ashok_ Leyland_Limited-Policy_on_Material_Subsidiary.pdf.

6. Means of Communication

i. Quarterly results: The results are normally published in one leading national (English) business newspaper and in one vernacular (Tamil) newspaper. The quarterly results and presentations are also displayed on the Company’s website www.ashokleyland.com.

ii. Website: The Company’s website contains a dedicated section “Investors” which displays details/information of interest to various stakeholders.

iii. News releases: Official press releases are sent to the Stock Exchanges and the same is hosted on the website of the Company.

iv. Presentations to institutional investors/analysts

Detailed presentations are made to institutional investors and analysts on a quarterly basis.

v. A Greener environment - Now and for future

The Company’s philosophy focuses on making the environment greener for the benefit of posterity. In this regard, Your Company encourages its shareholders to register/update the e-mail ids for communication purpose thereby contributing to the environment.

7. General shareholder information

a. Sixty Seventh Annual General Meeting

Day, Date and Time Thursday, July 21, 2016, 3.00 pm

Venue The Music Academy, Madras New No.168 (Old No.306), TTK Road, Royapettah, Chennai - 600 014

b. Financial Calendar

Unaudited results for the quarter ending June 30, 2016: 3rd week of July 2016

Unaudited results for the quarter/half-year ending September 30, 2016 :1st week of November 2016

Unaudited results for the quarter ending December 31, 2016: Before 2nd week of February 2017

Audited Results for the year ending March 31, 2017 :Before end of May 2017

c. Book Closure Date:

Friday, July 15, 2016 to Thursday, July 21, 2016 (both days inclusive)

d. Dividend Payment Date :

Shall be paid on and from July 25, 2016

e. (i) Listing of Equity Shares :

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001

National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (E), Mumbai - 400 051

(ii) Listing of Global Depository Receipts (GDRs) *

London Stock Exchange

10 Paternoster Square London, EC4M 7LS

* The Board of Directors of the Company has approved delisting of GDRs and the process will be completed during the financial year 2016-17 after due compliance of requirements.

(iii) Listing of Privately Placed Debentures

National Stock Exchange of India Limited

Listing Fee Annual listing fee for the financial year 2015-16 paid to all the Stock Exchanges.

Depository Fee Annual custody fee for the financial year 2015-16 paid to National Securities Depository Limited and Central Depository Services (India) Limited.

Corporate Identity Number L34101TN1948PLC000105

f. Stock Code

i) Trading Symbol at

BSE Limited 500477

National Stock Exchange of India Limited ASHOKLEY

London Stock Exchange AKLD

ii) Demat ISIN Numbers in NSDL & CDSL

Equity Shares INE208A01029

iii) Demat ISIN Numbers in NSDL & CDSL

Privately Placed Debentures

Ashok Leyland 10.25% 2016(Sr-AL16) INE208A07315

Ashok Leyland 10.20% 2017(Sr-AL18) INE208A07331

Ashok Leyland 10.15% 2017(Sr-AL20) INE208A07356

Ashok Leyland 9.45% 2016(Sr-AL21) INE208A07372

Ashok Leyland 9.60% 2018(Sr-AL22) INE208A07364

g. Details of Debenture Trustees

Name of the Debenture Trustee and Contact Details SBICAP Trustee Company Limited

Apeejay House, 6th Floor 3, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020

Tel No : 022 - 4302 5555 Fax No : 022 - 2204 0465 Website: www.sbicaptrustee.com

h. Registrar and Share Transfer Agents

Integrated Enterprises (India) Limited, 2nd Floor, Kences Towers, 1 Ramakrishna Street, North Usman Road, T. Nagar, Chennai - 600 017 deal with all aspects of investor servicing relating to shares in both physical and demat form.

i. Share Transfer System

In order to further improve and speed up investor servicing, the Board has authorised Non-executive Vice Chairman/CEO & MD to approve all routine transfers, transmissions, etc., of shares. Such approval is being given by the Non-executive Vice Chairman/ CEO & MD at frequent intervals (51 times during 2015-16).

Transfers, transmissions, etc., were generally approved within seven days; requests for dematerialisation were confirmed within seven days (as against the norm of fifteen days).

j. Outstanding GDR/Warrants and Convertible Notes, Conversion date and likely impact on the equity

No GDR is outstanding as on March 31, 2016 having an impact on equity.

k. Commodity price risk or foreign exchange risk and hedging activities

The Company being a sizable user of commodities, exposes it to the price risk on account of procurement of commodities. The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to firm commitments and highly probable forecast transactions.

l. Plant Locations

Ennore Hosur - Kathivakkam High Road Ennore Chennai - 600 057 Tamilnadu

Hosur - Unit I 175 Hosur Industrial Complex Hosur - 635 126 Tamilnadu

Hosur - Unit II 77 Electronic Complex Perandapalli Village Hosur - 635 109 Tamilnadu

Hosur - Unit IIA Cab Panel Press Shop SIPCOT Industrial Complex Mornapalli Village Hosur - 635 109 Tamilnadu

Bhandara Plot No.1 MIDC Industrial Area Village Gadegaon,Sakoli Taluk Bhandara - 441 904 Maharashtra

Alwar Plot No.SPL 298 Matsya Indl. Area Alwar - 301 030 Rajasthan

Technical Centre Vellivoyalchavadi Via Manali New Town Chennai - 600 103 Tamilnadu

Pantnagar Plot No.1 Sector XII II E Pantnagar Pin - 263 153 Uttarakhand

m. Address for Correspondence

Registrar and Share Transfer Agents (RTA) (matters relating to Shares, Dividends, Annual Reports)

Integrated Enterprises (India) Limited

2nd Floor, Kences Towers 1, Ramakrishna Street North Usman Road T.Nagar, Chennai - 600 017

Tel : 91 - 44 - 2814 0801/03 Fax : 91 - 44 - 2814 2479 e-mail:csdstd@integratedindia.in

For any other general matters or in case of any difficulties/grievances

Secretarial Department

Ashok Leyland Limited

No.1 Sardar Patel Road Guindy, Chennai - 600 032

Tel : 91 - 44 - 2220 6000 Fax : 91 - 44 - 2220 6001

e-mail : secretarial@ashokleyland.com  csdstd@integratedindia.in

Website address www.ashokleyland.com  

Email ID of Investor Grievances Section secretarial@ashokleyland.com  

Name of the Compliance Officer :N Ramanathan, Company Secretary