FIXED DEPOSITS The Company has not accepted any deposits during the year, within the meaning of Section 73 of the Companies Act 2013 and the rules made thereunder.
SUCCESSFUL INITIAL PUBLIC ISSUE
The Company has successfully completed initial public offering (IPO) in the current year pursuant to applicable SEBI rules and Regulations. The IPO of the Company received an overwhelming response from the investors and the public issue was oversubscribed by more than 74 times thereby making this IPO a historical one. Shares have been listed with both BSE and NSE w.e.f 30th April 2015.
Consequently, the Company's paid up capital increased from Rs.85,53,61,620/- to Rs.91,24,34,950/-. The equity shares of Rs.10/- each were issued at a premium of Rs.195/- per share.
a) NSR PE Mauritius LLC, investor has divested its equity from 22.51% to 5.16% of paid up capital and
b) The promoters have divested their equity from 76.71% to 69.11.%.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.
Details of investments made by the company are given in the notes to the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is well defined and to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board as well as directly to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not incurred any expenditure on Corporate Social Responsibility during 2014-15 as required under Section 135 of the Companies Act 2013. The total 15000+ employee strength of the Company, predominantly comprising of Drivers, maintenance workers and other unskilled workers cannot exclusively benefit from the CSR spend under the extant rules which your management finds unfortunate. Given the nature of the road transport industry and the constituent workforce engaged therein, there are several areas where such fund could be utilized for the encouragement, upliftment and skill development of needy employees.
Your management is however committed to the CSR initiative and expects to incur CSR expenditure as applicable for 2014-15 during the ensuing year through the trust which has already been set up for the purpose. The Company has constituted a Corporate Social Responsibility Committee and has identified the twin areas of "Education" and "Healthcare" for utilizing the CSR spends applicable. Recently, the Company has set up a trust - VRL Foundation under the aegis of which the Company would conduct its CSR activities. Your management wants to ensure that the fund so earmarked reaches out to the needy and is in the process of outlining a program to benefit the needy local populace.
Annual report on CSR activities is enclosed as Annexure "A" to this report.
TRANSFER TO RESERVES:
The Company has transferred an amount of Rs.9.12 crores to the General Reserve put of current year's profits and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS
Number of Meetings of the Board:
During the year Seven Board Meetings were convened and held, details of which are provided in the Corporate Governance Report. The intervening gap between the Meetings was in compliance with the Companies Act, 2013.
Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under sub section (3) of section 178 of the Companies Act 2013. The Remuneration Policy is stated in the Corporate Governance Report and can be accessed on the website of the Company as well.
Declaration by Independent Directors
All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(7) of the Companies Act, 2013 and clause 49 of the Listing Agreement.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
Inductions
In compliance with section 149 of the Companies Act 2013 which mandates the appointment of woman director on the Board, your Company has appointed Mrs. Medha Pawar, Practicing Advocate as an independent director in the Company and such appointment was confirmed by the shareholders of your Company at the extraordinary General Meeting held on 12th December 2014.
To comply with the composition of Board as provided in clause 49 of the Listing agreement as also under Section 152 of the Companies Act, 2013, the following new Directors were appointed:-
1. Dr. Anand Pandurangi - Independent Director
2. Mr. Shankarasa Ladwa - Independent Director
3. Dr. Raghottam Akamanchi - Non-Executive Non-independent Director
4. Mr. Ramesh Shetty - Non-Executive Non-independent Director
5. Mr. S R Prabhu - Non-Executive Non-independent Director
The appointment of said directors was confirmed by the shareholders of the Company at the extra-ordinary General Meeting held on 19th February 2015.
Retirement/Re-appointment
Mr. Darius Pandole, nominee Director of NSR PE Mauritius LLC, investor, retires by rotation and in view of dilution of shareholdings by NSR PE Mauritius LLC as a part of IPO,he is not seeking re-appointment though being eligible. The Board wishes to place on record its appreciation for his valuable contribution for the growth of the Company and the support extended by NSR PE Mauritius.
The Board recommends the appointment of Dr. Ashok Shettar, in the place of the retiring Director referred above, in respect of whom a notice has received from member as required under the Companies Act 2013.
None of Independent Directors will retire at the ensuing Annual General Meeting.
Resignation
Mr. Sudhir Ghate, director resigned from the Board on June 26, 2014 due to personal reasons.
The Board hereby places on record his valuable contribution towards the growth and development of the company during his tenure as director of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors of the Company can be viewed on the website of the Company.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviour in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. Staying true to our core values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
AUDIT COMMITTEE:
The Audit Committee comprises of 2 Independent Directors and a Non Executive Director. The Audit Committee met five times during the year on 25th May, 2014, 26th June, 2014, 10th October, 2014,
8th January, 2015 and 9th February, 2015. Further details relating to Audit Committee are dealt with in Corporate Governance Report forming part of this report.
AUDITORS
Statutory Auditors:
In terms of section 139 of the Companies Act, 2013 and rules framed thereunder, appointment of Statutory Auditors of the Company is subject to approval of Members, after considering the previous service, if any, in accordance with the provisions contained in the said enactment as well as rules made thereunder. The provisions further provide that firm of auditors shall be appointed for a maximum 2 terms of 5 years each, including the earlier service, if any. M/s Walker Chandiok & Co., LLP , Chartered Accountants, Mumbai and M/s H. K. Veerbhaddrappa & Co., Chartered Accountants, Hubballi, are the Joint Statutory Auditors of the Company.
M/s. H. K. Veerbhaddrappa & Company, Chartered Accountants, Hubballi, would retire at the conclusion of the forthcoming Annual General Meeting and can continue in such capacity for a maximum period of two more years subject to ratification at subsequent annual general meetings. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under the provisions and that they are not disqualified for re-appointment under Section 139 of the Companies Act, 2013.
Similarly, M/s. Walker, Chandiok & Co. LLP, Chartered Accountants, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment for a period of further five years subject to ratification at every annual general meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under the provisions and that they are not disqualified for re-appointment under Section 139 of the Companies Act, 2013.
Pursuant to the recommendations of the Audit Committee, the Board of Directors have, at their meeting held on 25th May 2015, recommended the re-appointment of Joint
Statutory Auditors for the respective tenure as stated above and the same would be subject to the approval of the shareholders of the Company, at the ensuing Annual General Meeting.
Cost Auditors:
In conformity with the rules prescribed by the Central Government, the Company has appointed M/s Sanjay Tikare & Co, Cost Accountants, Dharwad, as the Cost Auditors for audit of cost accounting records for Wind Power Division for the year ended 31.03.2015. The Cost Audit Report would need to be submitted to the Central Government before the due date i.e. 30th September, 2015. In accordance with the rules prescribed by Central Government, remuneration of cost auditor shall be ratified by members at the general meeting. Pursuant to the recommendation of the Audit Committee, the Board of Directors have re-appointed M/s Sanjay Tikare & Co, Cost Accountants, Dharwad as the Cost Auditors for FY 2015-16 at a fixed remuneration of Rs.50,000/- subject to approval by the members at the ensuing Annual General Meeting of the Company.
Secretarial Auditor:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. R Parthasarathi, Company Secretary in practice to undertake the Secretarial Audit of the Company for FY 2014-15. The Secretarial Audit report is annexed herewith as "Annexure B". The Board of Directors has re-appointed Mr. R Parthasarathi, Company Secretary in Practice to conduct Secretarial Audit for FY 2015-16 at its meeting held on 25th May 2015.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Annual report. The material risks affecting Company are identified along with related mitigation measures and elaborated in the Risk Management Policy of the Company which has also been hosted on the website of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and expenditure are annexed hereto as Annexure "D" and forms part of this Report.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report and annexed herewith as Annexure "E". In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, including the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.
CORPORATE GOVERNANCE
The Company is committed to maintain the steady standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also voluntarily implemented several good corporate governance practices even before becoming listed Company. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, as also certificate from CEO/ CFO are attached to the Report on corporate governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting going concern status and company's operations in future.
SEXUAL HARASSMENT
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the requirement of formation of a suitable committee as required under the said act.
ACKNOWLEDGMENTS AND APPRECIATION
The Directors take this opportunity to thank the Company's customers, shareholders, investors, suppliers, bankers, financial institutions and Central & State Governments for their consistent support to the Company. The Directors also wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment.
Dr. Vijay Sankeshwar
Chairman & Managing Director
(DIN: 00217714)
Place: HUBBALLI
Date: 25th May 2015