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Company Information

Home » Market » Company Information

Force Motors Ltd.

Dec 03, 10:12
1319.00 +36.45 (+ 2.84 %)
 
VOLUME : 2201
Prev. Close 1282.55
Open Price 1287.55
TODAY'S LOW / HIGH
1287.20
 
 
 
1324.85
Bid PRICE (QTY.) 1317.85 (1)
Offer PRICE (Qty.) 1318.90 (2)
52 WK LOW / HIGH
1051.35
 
 
 
1740.00
Dec 03, 09:59
1308.40 +28.15 (+ 2.20 %)
 
VOLUME : 16195
Prev. Close 1280.25
Open Price 1288.00
TODAY'S LOW / HIGH
1280.35
 
 
 
1310.45
Bid PRICE (QTY.) 1307.30 (1)
Offer PRICE (Qty.) 1308.40 (5)
52 WK LOW / HIGH
1060.00
 
 
 
1740.00
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Market Cap. ( ₹ ) 1723.98 Cr. P/BV 0.94 Book Value ( ₹ ) 1,394.80
52 Week High/Low ( ₹ ) 1740/1060 FV/ML 10/1 P/E(X) 0.00
Bookclosure 28/09/2021 TTM EPS ( ₹ ) -59.27 Div Yield (%) 0.38
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

To

The Members,

The Directors are pleased to present the 59th Annual Report, together with the audited financial statements and the consolidated audited financial statements forthe Financial Year ended on 31st March 2018.

1. Financial Results

(Amounts in Lakh) Standalone

Particulars

2017-18

2016-17

Rs.

Rs.

Revenue from Operations (Gross)*

3,53,101

3,49,457

Other Income

6,113

8,494

Gross Profit (Profit before

Depreciation & Taxes)

32,949

34,808

Depreciation

12,926

11,308

Profit before Taxes (Net)

20,023

23,500

Provision for Taxation (Net)

5,328

5,508

Profit After Tax

14,695

17,992

Other Comprehensive Income/(Loss)

229

(216)

Comprehensive Income for the year

14,924

17,776

Proposed Dividend

1,318

1,318

Tax on proposed Dividend

271

268

Balance in Retained Earnings

1,37,074

1,23,828

Consolidated

Particulars

2017-18

2016-17

Rs.

Rs.

Revenue from Operations (Gross)*

3,53,136

3,49,495

Other Income

6,113

8,494

Gross Profit (Profit before

Depreciation & Taxes)

32,984

34,845

Depreciation

12,926

11,308

Profit before Taxes (Net)

20,058

23,537

Provision for Taxation (Net)

5,337

5,519

Profit After Tax

14,721

18,018

Other Comprehensive Income/(Loss)

229

(216)

Comprehensive Income for the year

14,950

17,802

Attributable to :

(a) Equity holders of the Company

14,941

17,793

(b) Non Controlling Interest

9

9

Transfer to General Reserve

6

6

Proposed Dividend

1,318

1,318

Tax on proposed dividend

271

268

Balance in Retained Earnings

1,37,251

1,23,992

* Post the applicability of Goods and Services Tax (GST) with effect from 1st July 2017, revenue from operations is required to be disclosed net of GST. Accordingly, the revenue from operations for the year ended 31st March 2018 is not comparable with the previous year.

Considering the reserve position of the Company, the Board of Directors of your Company decided not to transfer further amount from the profits for the Financial Year under report to General Reserve.

The Audited Consolidated Financial Statements in accordance with the Companies Act, 2013 (‘the Act’) and Indian Accounting Standard 110 on Consolidated Financial Statements, is provided in this Annual Report.

2. State of Company’s Affairs and Future Outlook

After the turbulence in the business environment caused by the three transitions of

- the installation of the GST regime,

- the demonetisation of November 2016 and,

- the nation-wide standardisation of BS-IVemission.

The Company’s business environment and business processes have stabilised. The Company is now regularly producing BS-IV vehicles which are well accepted in the market. The adaption of GST by the country has enabled the Company to smoothen its inward and outward logistics, in so far as virtually all its depots could be eliminated. Companyto Company transactions- between the factory and our dealers, have now become the norm. There is thus greaterease of business.

The plants of the Company are functioning well. Continuous improvements in manufacturing processes, and efforts to refine the work culture, are yieldingthe desired benefits.

The proportion of Company’s sales value derived from ‘vehicle manufacturing and selling’ on the one hand, and ‘components -engines, axles manufacturing’ for Mercedes Benz and BMW on the other hand, continues to be nearly the same. Both activities are positive and the outlook is optimistic.

The Company has continued its efforts to achieve BS-VI capable engines in time, for all its vehicles. Currently the understanding, based on the Government of India’s pronouncements is that vehicles manufactured after 1st of April 2020 will necessarily be compliant of BS-VI, whereas vehicles manufactured prior to 1st of April 2020, even if they are BS-IV compliant, will be sellable post 1st April 2020. This is a very tight programme, and any pre-emption caused by any regulatory phenomena, will create considerable problems and result in disruption in production and sale.

Various projects that the Company has been working on, such as successor product to the Traveller, and to the Trax platforms, as also development of new larger capacity buses, and a range of small commercial vehicles, are progressing well.

3. Change in Nature of Business, if any

During the year under review, there is no change in the nature of business oftheCompany.

4. Dividend

The Board recommended dividend atRs.10 per share for the year under report in its meeting heldon 29th May 2018.

The details of the dividend and shares transferred to the Investor Education and Protection Fund during the year under review, are covered in the Report of Corporate Governance.

5. Share Capital

The paid up equity share capital as on 31st March 2018 was Rs.13,17,62,620. There was no public issue, rights issue, bonus issue or preferential issue etc. during the period under review. The Company has not issued any shares with differential voting rights or granted stock options or sweat equity, during the period under review.

6. Extract of Annual Return

The extract of Annual Return as on 31st March 2018, pursuant to the provisions of Section 92 of the Act and Rules framed thereunder, in Form MGT-9 is annexedtothis report.

7. Number of Meetings of the Board of Directors

During the Financial Year 2017-18, there were six meetings of the Board of Directors of the Company held on 11th May 2017, 20th July 2017, 13th September 2017, 9th November 2017, 23rd January 2018 and 20th March 2018.

8. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees or made investments under Section 186 of the Act during the year under review. Particulars of investments made upto the previous financial year by the Company are provided in the Financial Statement attached to this Report.

9. Particulars of Contracts or Arrangements with Related Party

All Related Party Transactions (‘RPT’s) entered during the year were on arm’s length basis. There were no material related party contract(s) or arrangement(s) or transaction(s) during the year under review as defined under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’).

During the Financial Year 2017-18, pursuant to Section 177 of the Act and Regulation 23 of the Listing Regulations, all RPTs were placed before the Audit Committee for its requisite approval. The policy on materiality of RPTs as approved by the Board is available on the Company’s website www.forcemotors.com.

10. Explanation / Comments on any Qualification of Auditors

There are no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Company Secretary in Practice (Secretarial Auditor) in their respective audit reports.

11. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the Financial Year i.e. 31st March 2018 and the date of Report.

12. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy

The energy conservation efforts are steadily maintained through various projects and are yielding significant financial benefits as was explained last year.

The company is gearing upthe Pithampur plant as a zero discharge plant, which objective should be achieved in the current year.

Technology Absorption

The Company has been working closely with technology houses such as IDIADA, MIRA, EDAG, Technocad, DSD Drive System Designs, Magna and others, to obtain selective specialist inputs on technology, in its progress for development of new vehicles, tractors, engines, transmissions, etc. The projects being carried out at the Company’s enhanced R&D facilities, with the strengthened R&D teams, are progressing satisfactorily. The Company continues to derive the benefit of the technical consultancy and expertise from Dr. Manfred Duernholz and Dr. Rolf Bacher. The Company has already created an extended design facility, which is now fully operative, for housing the design teams connected with the Traveller and Trax platforms.

A new lab is being set up for noise, vibration, harshness engineering (NVH). It is expected to be commissioned in the last quarter of the current calendar year

The expenditure on the R & D for new products, including the expenditure on Projects and Tool Engineering, was 5.66 % of the operational turnover of the Company for the year under report. The Company continues to maintain its emphasis on research, development and tool engineering activities.

Particulars

2017-18 (Rs.)

2016-17 (Rs.)

Capital Expenditure on R&D

15,792

5,855

Revenue Expenditure on R&D

4,176

5,494

Total R&D Expenditure

19,968

11,349

Total Income

3,59,214

3,57,951

% of total R&D Expenditure to Total Income

5.56

3.17

Revenue from Operations

3,53,101

3,49,457

% of total R&D Expenditure to Revenue from Operations

5.66

3.25

Foreign Exchange Earnings and Outgo

The foreign exchange earned by the Company during the year under review wasRs.3,680 Lakh as againstRs.5,071 Lakh during the previous year.

Total foreign exchange outflow during the year under review was Rs.1,17,118 Lakh, as compared to Rs.85,365 Lakh during the previous year.

13. Subsidiary Company

Tempo Finance (West) Private Limited is a subsidiary of the Company. The Board of Directors of the Company has reviewed the affairs of the Subsidiary Company. As per Section 129 of the Act, the Company has prepared the Consolidated Financial Statements of the Company and the Subsidiary Company, which forms part of the Annual Report. A statement containing the salient features of the Financial Statement of the Subsidiary Company in the prescribed format AOC-1, forms part of the Audited Financial Statement oftheCompany.

A copy of the Audited Financial Statements of Subsidiary Company will be made available to the members of the Company, seeking such information. The Audited Financial Statements of Subsidiary Company will be kept for inspection by any member at the Registered Office of the Company on all working days (10.00 a.m. to 3.30 p.m.) upto the date ofthe ensuing Annual General Meeting. These financial statements and Policy on Material Subsidiaries is placed on the Company’s website www.forcemotors.com.

14. Joint Venture

The Company has entered into Joint Venture Agreement with MTU Friedrichshafen GmbH, a Subsidiary Company of Rolls-Royce Power Systems AG, to form an Indian Joint Venture Company, for producing engines (for power generation and rail application) and complete power generation systems including associated spare parts - for both the Indian and the global markets. A Joint Venture Company named ‘Force MTU Power Systems India Private Limited’ has been incorporated on 7th August, 2018.

The Company plans to build a dedicated production facility, under this joint venture, atChakan, Pune.

15. RiskManagement

The Company has in place a comprehensive Risk Management framework - to identify, monitor, review and take all necessary steps towards mitigation of any risk elements which can impact the business health ofthe Company, on a periodic basis.

All the identified risks are managed through continuous review of business parameters by the Management, and the Board of Directors, are also informed ofthe risks and concerns.

16. Directors and Key Managerial Personal

Mr. Vinay Kothari, Director ofthe Company, retires by rotation and being eligible, offers himself for re-appointment.

All the necessary information pertaining to Mr. Vinay Kothari, Director retiring by rotation is a part of the Statement attached to the notice dated 26th July 2018.

Key Managerial Personnel

In accordance with the provisions of Section 203 of the Act, the following are the Key Managerial Personnel ofthe Company:

a) Mr. Prasan Firodia, Managing Director

b) Mr. Sanjay Kumar Bohra, Chief Financial Officer

c) Mr. Kishore PShah, Company Secretary

17. Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Act so as to qualify themselves to be continued as Independent Directors under the provisions of the Act and the relevant Rules.

18. Details of Significant and Material Orders Passed by the Regulators or Court or Tribunal

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern statusand Company’s operation infuturefortheyearunderreport.

As reported earlier, petition challenging the decision ofthe Hon’ble High Court of Judicature at Bombay, in respect of change in the name of the Company is still under consideration of the Hon’ble Supreme Court of India.

19. Adequacy of Internal Financial Controls

M/s. Capri Assurance & Advisory Services, Chennai and M/s. Jugal S. Rathi, Chartered Accountants, Pune are the Internal Auditors of the Company. The internal financial controls are adequate with reference to the financial status, size and operations oftheCompany.

20. Fixed Deposits

The details of deposits accepted / renewed during the year under review are furnished hereunder:

Sr.

No.

Particulars

Nos.

Amount (Rs. in Lakh)

a)

accepted or renewed during the year*

6

27.00

b)

remained unpaid or unclaimed as at the end of the year (31st March 2018)**

15

12.55

c)

Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved.

i) at the beginning of the year

Nil

Nil

ii) maximum during the year

Nil

Nil

iii) at the end of the year

Nil

Nil

* The deposits which were accepted or renewed during the Financial Year 2017-18, were repaid during the same Financial Year.

** Includes 5 nos., fixed deposits amounting to Rs.60,000 which are matured, claimed but have been withheld on the instructions of Statutory Authorities (CBI) and will be paid upon their approval.

21. Corporate Social Responsibility (CSR)

The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this report.

22. Audit Committee

The Audit Committee of the Company consists of Mr. Pratap Pawar, Mr. Arun Sheth, Dr. Indira Parikh, Mr. Vinay Kothari and Mr. Sudhir Mehta. Of the above, the Independent Directors viz. Mr. Pratap Pawar, Mr. Arun Sheth and Dr. Indira Parikh form the majority.

The Company has established a vigil mechanism, formulated a Whistleblower Policy, and the Committee would oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The mechanism provides direct access to the Chairman of the Audit Committee in exceptional cases. The details of the mechanism / policy are disclosed on the website of the Companywww.forcemotors.com.

23. Policyon Directors Appointment and Criteria

The Company’s Policy relating to appointment of Directors, payment of managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act is available on the website oftheCompanywww.forcemotors.com.

24. Formal Annual Evaluation of the Performance of Board / Committees and Directors

Information on the manner in which formal annual evaluation is made by the Board, of its own performance and the directors, is given in the Report on Corporate Governance.

25. Corporate Governance

The Company has taken all necessary steps to implement the provisions of the Regulations and a detailed report on the various matters, including the Auditors’ Report on Corporate Governance, is attached tothis Report.

26. Business Responsibility Report

As required under Regulation 34(2) of the SEBI Listing Regulations, 2015, the Company, has presented its Business Responsibility (BR for brevity) Report for the financial year 2017-18, which is part ofthis Annual Report.

27. Details of Directors and Employees’ Remuneration

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and the Accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company (Time: 10.00 a.m. to 3.30 p.m.) on working days up to the date of ensuing Annual General Meeting. If any member(s) is / are interested in obtaining a copy thereof, such member(s) may write to the Company Secretary inthis regard.

28. Disclosure on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has adopted Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees, as defined under the said Act, are covered under this policy. Awareness programs were carried out against sexual harassment. There were no complaints received during the year under review.

29. Details of Frauds Reported by Auditors

There are no frauds against the Company reported by the Auditors fortheperiod under report.

30. Directors’ Responsibility Statement

The Directors of your Company to the best of their knowledge and belief, and according to the information and explanations obtained by them, make the following statements in terms of Section 134 (3) (c) of the Act:

a) in the preparation of the Annual Financial Statements for the year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to materialdepartures;

b) for the Financial Year ended 31st March 2018 such accounting policies as mentioned in the Notes to the Financial Statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view ofthe state of affairs of the Company and of the profit ofthe Company forthe year ended 31stMarch 2018;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisionsof the Actforsafeguardingtheassets ofthe Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

31. Secretarial Standards of the ICSI

The Company is in compliance with the Secretarial Standards on the Meetings of Board of Directors (SS-1) and General Meetings (SS-2), as issued and amended, by the Institute of Company Secretaries of India (‘the ICSI’).

32. Statutory Auditor

The Shareholders, at the 58th Annual General Meeting, appointed M/s. Kirtane & Pandit LLP Chartered Accountants (Firm Registration No. 105215W/W100057), Pune, as the Statutory Auditors of the Company for a period of five years, i.e. upto the conclusion of 63rd Annual General Meeting, subject to ratification bythe members at each intervening Annual General Meeting.

In view of the amendment to Section 139 through the Companies (Amendment) Act, 2017 notified on 7th May 2018, ratification of auditors’ appointment is no longer required. However, as required under Section 142 ofthe Companies Act, 2013, a proposal is put up for approval of members for authorising the Board of Directors of the Company to fix Auditors’ remuneration for the Financial Year 2018-19 and thereafter. The members are requested to approve the same.

33. Cost Accountant

The Board of Directors of the Company has appointed M/s. Joshi Apte & Associates, Cost Accountants, Pune, for verification and review of the Cost Records of the Company, for the Financial Year 2018-19. You are requested to ratify the remuneration to be paid to them.

34. Secretarial Audit Report

Mr. I. U. Thakur, Company Secretary in Practice having Membership No. FCS 2298, was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2017-18, as required under Section 204 of the Act and Rules made there under. The Secretarial Audit Report, in Form MR-3, for the Financial Year 2017-18 is annexed to this report.

35. Industrial Relations

The industrial relations at all the Plants of the Company have been cordial during the year.

36. Appreciation

The Directors express their gratitude to the Dealers, Suppliers and Banks fortheir support, and express their warm appreciation ofthe sincere co-operation and dedicated work by the employees of the Company.

For and on behalf of the Board of Directors

Force Motors Limited

Abhay kumar Firodia

Chairman

DIN: 00025179

Pithampur, 26th July 2018

Registered Office :

Mumbai-Pune Road, Akurdi, Pune - 411 035.

CIN: L34102PN1958PLC011172

Website: www.forcemotors.com

Phone: (Board) 91 20 27476381

E-mail: compliance-officer@forcemotors.com