To,
The Members,
Popular Vehicles and Services Limited
Dear Valued Members,
Your Directors are pleased to present the 39th Annual Report of Popular
Vehicles and Services Limited, together with the report of the Statutory Auditors and the
Audited Financial Statements for the financial year ended 31st March, 2023.
KEY ECONOMIC AND SECTORAL TRENDS
Terming the prevalent global environment to be on the path of a "Rocky
Recovery, IMF's World Economic Outlook (WEO) of April 2023 has assessed the global
economy to grow by 2.8% in 2023, down from 3.4% in the prior year, before settling at 3%
in 2024.
The IMF has attributed a number of factors that will impede global economic recovery,
such as unprecedented inflation that has elevated commodity costs and triggered a cost-of-
living crisis in many parts of the world. Further, the lingering COVID impacts,
geopolitical situation such as the war in Ukraine, and tightening policy by most major
central banks of the world has created conditions that point to a rocky path ahead.
India however has seemed to escape the global economic challenges, with the first
provisional estimates of the National Statistical Office pegging GDP growth at 7.2% for
2022-23. This was buttressed by the 6.1% GDP growth registered in the last quarter of
FY2022-23, with expansion in manufacturing and construction being the primary drivers of
growth. This reflects sustained strength in domestic demand even amid a gloomy global
economic outlook. The Indian economy is expected to grow by 6.5-7% in the current fiscal
year too on the back of strong policy reforms by the government, increased public sector
spending, and relatively strong domestic demand.
The Indian automobile industry, a proxy of the broader economy, accomplished a strong
performance in 202223. As per the Society of Indian Automobile Manufacturers (SIAM), total
passenger vehicles (PVs) posted their highest- ever domestic sales during the year at 3.89
million units, growing at a 3.6% CAGR to surpass the previous (prepandemic) peak of 3.37
million units in 2018-19. PV sales in 2021-22 stood at 3.06 million units. Within the PV
basket, utility vehicles sales increased from 1.48 million units in 202122 to 2 million in
2022-23.
A number of factors converged to drive domestic PV sales, including post-COVID pent-up
demand, rise in preference for SUVs, new product launches, and imminent vehicle price
increase due to more stringent emission norms, elevated input costs, etc. Despite the
supply chain challenges spawning from the Russia-Ukraine crisis, the industry did well to
ensure operational efficiency to service demand and meet customer expectations.
There were other challenges too, including an acute semiconductor shortage that
impacted production and delivery schedules and created a huge backlog. All in all however,
the domestic PV industry did well during the year in review.
The domestic commercial vehicle (CV) market largely stabilised during the year, with
offtake impetus emanating from increased trade and commerce and accelerated interstate
movement of cargo. Expansion plans of fleet owners in the wake of economic recovery also
contributed to CV demand. Total CV sales enhanced to 0.96 million vehicles in 2022-23, up
from 0.71 million vehicles in the prior year. However, CV sales are short of the 1 million
mark achieved in the pre-pandemic year of 2018-19, and the current year will likely see CV
sales surpass the pre-pandemic year sales.
Going forward, while a low base over the last three fiscal years will tend to
accentuate comparative automotive sales growth in the current year, improvement in supply
chain and consumer sentiment will be contributing factors too. On the flip side, rising
vehicle costs driven by BS VI Phase-2 emission norms and high fuel costs and insurance
premiums do pose a concern as well.
PVSL PERFORMANCE OVERVIEW
Within the overall context of its operating environment, PVSL accomplished a
satisfactory performance during the financial year 2022-23.
As amongst the top dealership of Maruti Suzuki India Limited (MSIL) vehicles in India,
your Company achieved sales of 30,948 MSIL vehicles during the year under report, up from
26,142 vehicles in the previous year, registering a 18.38% YoY growth. This exhibits a
sales growth trend that is ahead of MSIL's overall pan-India sales growth of 23% YoY.
Though the OEM, which is India's largest PV manufacturer with the highest market share,
faced shortage of electronic components that impacted production, it still registered its
highest ever total sales in 2022-23. MSIL is joining the SUV growth opportunity with a
bang with the launch of the Grand Vitara/Fronx/Jimmy and some more models and will
increase its market share in the segment, thus leading to a 3-4% increase in overall
market share with NEXA models leading the surge.
The Group registered sound performance in non-MSIL sales too, with satisfactory growth
achieved in PV sales of our other OEM principals, such as Honda and JLR. Further, the
Group also remained amongst the top CV dealers of Tata Motors and also made good inroads
with CVs of Bharat Benz.
In keeping with the future trend, the Group has moved into the e-mobility segment with
dealership of Ather and Piaggio, OEMs that are early entrants in the electric segment. We
believe we will be able to create a new engine of growth by venturing into this category,
with vehicle electrification clearly the future.
As electric vehicle (EV) adoption expands in India, e-2W sales volume in the country is
likely to touch 22 million units by 2030. The e-2W market is expected to be over 80% of
the overall 2W market by 2030, as per Redseer, a strategy consulting firm. With demand for
affordable transportation and focus shifting to reducing carbon emissions, EVs will play a
vital role in India's step towards a cleaner and more sustainable future.
SOCIAL INITIATIVES
The Company is deeply aware of the importance of business integration with meeting the
needs of society. One of the ways we do so is through local employment at our dealership
and services operations that typically require large manpower.
We help our people develop their skills through structured training programs imparted
at our own educational setup. A major step the Kuttukaran Group took in this regard
comprises the establishment of Kuttukaran Polytechnic College at Manakkapady in Ernakulam,
which also comprises a significant diversification in our community educational
endeavours.
We also provide need-based support to communities, ensuring we lend a helping hand
during their times of need. The major focus areas of our social actions comprise
education, healthcare and women empowerment. For instance, the Company contributed to the
installation of sanitary napkin burners and water filters in women hostels. There were
various seminars, workshops, medical camps, self-defence training classes and skill
training classes organized for underprivileged women too as part of our social outreach
efforts.
AWARDS AND RECOGNITIONS
We believe that credible external endorsements are a motivating factor in our journey
of accomplishing excellence. Continuing with its trailblazing path, the Group was bestowed
with a number of awards and accolades in 2022-23. Our Company received the ET Auto Award
Top Dealers of the Year 2023 (South).
WAY FORWARD
Vehicle ownership in India is merely 7.5% of overall households in India. Except for
only very few states, the penetration in most others is in single digits, including Tamil
Nadu at about 6.5%, Karnataka at 9.1%, and Maharashtra at 8.7%. This comprises a key
rationale for the Group to venture into these states with its existing OEM dealership to
tap into the opportunity presented by these states that are witnessing transformation in
per capita income and greater affordability and affluence. This trend is further testified
by the growing popularity of SUVs in the country, especially lifestyle SUVs in the premium
segment.
We will continue to build on our foundations in customer excellence to drive sales for
our OEMs, especially as they launch new models such as MSIL's Jimny and Fronx and Honda's
Elevate. Deepening retail engagement will also enable us to expand ancillary income
channels, such as sales of accessories and insurance, vehicle spares, maintenance and body
work, etc.
Further, we will also continue to build our footprint in preowned vehicles of MSIL and
other OEMs that will help us transform our margin profile and add stability to the overall
business. It will also help us tap into the growing demand for pre-owned vehicles in the
country, thus enabling us to serve a wide spectrum of consumers across income brackets and
expectations.
We will also seek to adopt digital technologies that enable us to enhance the
experience of our customers across their engagement cycle with us, right from test drives
to documentation to acquisition of their preferred vehicle. In this, we are also creating
learning and training setup for our employees to enable them to serve our customers in the
best possible way as well as to ensure their own career growth and advancement.
Looking ahead, some challenges persist, such as constraints in supply chain of
semiconductors that will continue to elongate waiting periods against high demand.
Further, higher inflation-driven input costs and other regulatory costs will push up the
cost of the overall vehicle for the consumer. We will continue to redefine our value
proposition with a view to ensure excellence in customer service standards, meeting their
demanding expectations. We will also continue to differentiate ourselves in the paradigm
of customer service and ensure we remain amongst the top automotive dealership for our
OEMs.
FINANCIAL PERFORMANCE
Key highlights of the financial performance of your Company on standalone and
consolidated basis for the financial year 2022-23 is provided below:
1. Standalone performance
On a standalone basis, our sales were at Rs. 25,135.66 million for the current year as
against Rs. 18,655.31 million in the previous year, registering an increase of 34.74%. We
achieved profit before tax of Rs. 390.05 million in the year in review, against profit
before tax of Rs. 13718 million in the prior year, recording an increase of 184.34%.
(In INR million, except earnings per share data)
Particulars |
For the financial year ended March 31, 2023 |
For the financial year ended March 31, 2022 |
Revenue from operations |
25,135.66 |
18,655.31 |
Other income |
121.42 |
120.84 |
Total revenue |
25,257.08 |
18,776.15 |
Employee benefits expense |
1,998.99 |
1,584.75 |
Finance costs |
432.07 |
374.61 |
Depreciation and amortization expense |
455.31 |
416.42 |
All other expenses |
21,980.66 |
16,263.19 |
Total expenses |
24,867.03 |
18,638.97 |
Profit/(loss) before tax and exceptional item |
390.05 |
137.18 |
Exceptional item |
- |
- |
Profit/(loss) before tax |
390.05 |
137.18 |
Tax expense Current tax |
129.32 |
60.93 |
Deferred tax (credit)/charge |
(32.62) |
6.50 |
Total tax expense |
96.70 |
67.43 |
Profit for the year |
293.35 |
69.75 |
Earnings per equity share (in Rs) Basic |
23.39 |
5.56 |
Diluted |
23.39 |
5.56 |
2. Consolidated Performance
On a consolidated basis, our sales increased to Rs 48,750.02 million for the current
year, as against Rs. 34,658.79 million in the previous year, recording an increase of
around 40.66%. Our profit before tax increased to Rs.848.67 million for the current year
as against Rs 485.46 million in the previous year, recording a hike of around 74.82%.
(In INR million, except earnings per share data)
|
For the financial year ended March 31, 2023 |
For the financial year ended March 31, 2022 |
Revenue from operations |
48,750.02 |
34,658.79 |
Other income |
176.26 |
183.20 |
Total revenue |
48,926.28 |
34,841.99 |
Employee benefits expense |
3,082.06 |
2,420.12 |
Finance costs |
705.34 |
608.60 |
Depreciation and amortization expense |
794.45 |
692.57 |
All other expenses |
43,495.76 |
30635.24 |
Total expenses |
48,077.61 |
34,356.53 |
Profit/(loss) before tax |
848.67 |
485.46 |
|
For the financial year ended March 31, 2023 |
For the financial year ended March 31, 2022 |
Tax expense: |
|
|
Current tax |
240.10 |
129.42 |
Deferred tax charge/(credit) |
(32.17) |
19.35 |
Total tax expense |
207.93 |
148.77 |
Profit for the year |
640.74 |
336.69 |
Earnings per equity share (in Rs) |
|
|
Basic |
51.10 |
26.85 |
Diluted |
51.10 |
26.85 |
The standalone and consolidated financial statements for the financial year ended 31st
March, 2023, forming part of this Annual Report, have been prepared in accordance with the
Indian Accounting Standards (IndAS), as notified by the Ministry of Corporate Affairs.
3. Share Capital
During the financial year under report, there was no change in the authorised and
paid-up equity share capital of the Company.
As on 31st March, 2023, the authorised share capital of your Company stood
at Rs.15,00,00,000/- comprising 1,50,00,000 equity shares of face value of Rs.10/- each.
Paid-up equity share capital of your Company stood at Rs. 12,54,42,890/- consisting of
12,544,289 equity shares of Rs. 10/- each fully paid up.
The Company has taken necessary action to facilitate dematerialisation of all its
existing securities and issue its further securities only in dematerialised form vide
Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018, dated
September 10, 2018 and Rule 9A which came into effect from October 02, 2018 onwards.
As on 31st March 2023, a total of 12,526,027 equity shares, representing
99.85% of the equity share capital, have been dematerialized and 18,262 equity shares
(0.15%) are held in physical form.
4. Dividend & Reserves
The Board of Directors of your Company, after considering holistically the relevant
circumstances and keeping in view the Company's dividend distribution policy, has decided
that it would be prudent not to recommend any dividend for the year under review.
No amount is proposed to be transferred to general reserves for the financial year
ended 31st March, 2023.
5. Material changes and commitments, if any, affecting the financial position of the
company, having occurred since the end of the year and till the date of the report.
There have been no material changes and commitments which affect the financial position
of the Company which have occurred between the end of the financial year to which the
financial statements relate and the date of this report.
6. Change in the nature of business, if any.
There was no change in the nature of business of the Company during the financial year
ending on 31st March, 2023.
7. Significant and Material Orders
During the year under review, there were no significant or material orders passed by
the regulators or courts or tribunals impacting the going concern status and the Company's
operations in the future.
8. Details of Subsidiary/Joint Ventures/Associate Companies
Your Company does not have any Joint Ventures or Associate Companies. The subsidiaries
of the Company as on 31st March, 2023 are listed below:
Sl. no. Name of subsidiary
1 Popular Mega Motors (India) Private Limited
2 Popular Autoworks Private Limited
3 Vision Motors Private Limited
4 Popular Auto Dealers Private limited
5 Kuttukaran Cars Private Limited (erstwhile Prabal Motors Private Limited)
6 Kuttukaran Green Private Limited (erstwhile Kuttukaran Pre Owned Cars Private
Limited)
7 Keracon Equipments Private Limited
8 Prabal Motors Private Limited
During the reporting financial year, the shares held by Popular Auto Dealers Private
Limited in Kuttukaran Green Private Limited have been transferred to the Company. Hence,
Kuttukaran Green Private Limited has become a wholly-owned subsidiary of the Company.
During the reporting financial year, the shares held by the promoters of the Company in
Keracon Equipments Private Limited has been transferred to the Company. Hence, Keracon
Equipments Private Limited has become a wholly-owned subsidiary of the Company with effect
from 01st February, 2023.
Prabal Motors Private Limited which is the subsidiary of Keracon Equipments Private
Limited has become the step down subsidiary of the Company with effect from 01st
February, 2023.
There has been no material change/s in the nature of business of the subsidiaries
during the financial year.
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient
features of the financial statements of the Company's subsidiaries in Form AOC- 1 is
appended as Annexure A to the report.
9. Board of Directors, Key Managerial Personnel, Board Committees and its Meetings
a) Composition of the Board
During the financial year, the Board of Directors of your Company comprised of seven
Directors, i.e. Mr. Naveen Philip, Managing Director, Mr. John K. Paul, Whole-Time
Director, Mr. Francis K Paul, Whole-Time Director, Mr. Abhishek G. Poddar, Nominee
Director, Mr. Jacob Kurian, Independent Director, Ms. Preeti Reddy, Independent Director,
and Mr. George Joseph, Independent Director.
The nomination of Mr. Rahul G. Kurup who was appointed as Nominee Director of the
Company was withdrawn by Banyantree Growth Capital II, LLC with effect from 27th
September, 2022. The Board of Directors place on record their appreciation
of the contributions made by Mr. Rahul G. Kurup during his tenure as a Director of the
Company.
Mr. Abhishek G. Poddar has been nominated in place of Mr. Rahul G. Kurup and he is the
Nominee Director of the Company with effect from 27th September, 2022.
After the end of the financial year, Mr. Abhishek G Poddar has resigned from the
position of the Nominee Director with effect from 19th June, 2023.
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
I n accordance with the Articles of Association, Mr. Francis K. Paul, Whole-Time
Director retires by rotation at the ensuing Annual General Meeting. Mr. Francis K. Paul,
being eligible, seeks reappointment at the Annual General Meeting.
b) Board Meetings
During 2022-23, the Company held five (5) meetings of the Board of Directors on 14th
June, 2022, 27th September, 2022, 19th January, 2023, 02nd
February, 2023, and 29th March, 2023. The intervening gap between the meetings
is within the period as prescribed under Section 173 (1) of the Companies Act, 2013.
c) Board Committees
The Board of Directors have constituted an Audit Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship Committee and CSR Committee as per the requirement
of the Companies Act, 2013.
The Company has also constituted a Finance and Authorisation Committee (sub-committee),
IPO Committee and Risk Management Committee.
The Audit Committee has been constituted with Mr. George Joseph (Chairman), Mr. Jacob
Kurian, Ms. Preeti Reddy and Mr. Naveen Philip as members.
During FY 2022-23, the Company held five (5) meetings of the Audit Committee on 14th
June, 2022, 27th September, 2022, 19th January, 2023, 02nd
February, 2023, and 29th March, 2023.
All the recommendations of the Audit committee were accepted by the Board during the
financial year under review.
The Company reconstituted the Nomination and Remuneration Committee with Ms. Preeti
Reddy (Chairperson), Mr. Jacob Kurian, Mr. George Joseph and Mr. Abhishek G. Poddar as
members at the Board meeting dated 27th September, 2022.
During 2022-23 the Company held two (2) meetings of the Nomination and Remuneration
Committee on 14th June, 2022, and 27th September, 2022.
The Company reconstituted its Stakeholders' Relationship Committee with Mr. George
Joseph (Chairman), Mr. Naveen Philip, Ms. Preeti Reddy and Mr. Abhishek G. Poddar as
members at its Board meeting dated 27th September, 2022.
During 2022-23, the Company held one (1) meeting of the Stakeholders' Relationship
Committee on 19th January, 2023.
Corporate Social Responsibility Committee was reconstituted with Mr. Francis K. Paul
(Chairman), Mr. John K. Paul, Mr. Abhishek G. Poddar and Mr. Jacob Kurian as members at
the Board meeting dated 27th September, 2022.
During 2022-23, the Company held one (1) meeting of the Corporate Social Responsibility
Committee on 29th March, 2023.
The Risk Management Committee was constituted with Mr. Naveen Philip (Chairman), Mr.
Jacob Kurian, Mr. Francis K Paul, Mr. George Joseph and Ms. Preeti Reddy as members.
There were no meetings of the Risk Management Committee during 2022-23.
The Company also reconstituted the Finance and Authorisation Committee (sub-committee)
with Mr. Naveen Philip (Chairman), Mr. John K. Paul, Mr. Francis K. Paul and Mr. Abhishek
G. Poddar as members at its Board meeting dated 27th September, 2022.
During 2022-23, the Company held twenty (20) meetings of the Finance and Authorisation
Committee on 01st April, 2022, 03rd May, 2022, 06th May,
2022, 17th June, 2022, 04th July, 2022, 13th July, 2022,
18th August, 2022, 15th September,
2022, 28th September, 2022, 17th October, 2022, 26th
October, 2022, 24th November, 2022, 02nd December, 2022, 17th
December 2022, 09th January, 2023, 12th January, 2023, 06th
February,
2023, 23rd February, 2023, 08th March, 2023, and 29th
March, 2023.
d) Managing Director and Whole-Time Director
The shareholders at the 38th Annual General Meeting held on 14.072022
appointed Mr. Naveen Philip as the Managing Director of the Company for a period of 5
years commencing from 15th June, 2022 till 14th June, 2027.
As recommended by the Board of Directors at their meeting held on 14.06.2022, the
members at the 38th Annual General Meeting held on 14th July, 2022
had appointed Mr. John K. Paul as Whole-Time Director of the Company, subject to approval
of the Central Government for a period commencing from 15th June 2022 to 31st
March, 2024 as he had stepped down from the post of Managing Director of the Company on 15th
June 2022 to appoint a new Managing Director, as part of the Company's succession plan.
Mr. Francis K. Paul has been re-appointed as the Whole-Time Director of the Company
till 31st March, 2024.
At the ensuing 39th Annual General Meeting, it is proposed to re-appoint Mr.
John K. Paul and Mr. Francis K. Paul as Whole-Time Directors of the Company for a period
of 2 years commencing from 01st April, 2024 to 31st March, 2026.
e) Key Managerial Personnel (KMPs)
Pursuant to the provisions of Section 203 of the Companies Act, 2013, your Company has
appointed the following Key Managerial Personnel:
(i) Mr. Raj Narayan as Chief Executive Officer
(ii) Mr. John Verghese as Chief Financial Officer
(iii) Mr. Varun T V as Company Secretary
Mr. Raj Narayan was appointed as the Chief Executive Officer of the Company with effect
from 10th October, 2022.
10. Evaluation of Directors, Board and Committees
The Company has devised a policy for performance evaluation of the individual directors
and the Board, which includes criteria for performance evaluation.
The provisions as contained in Schedule IV of the Companies Act, 2013 does not provide
for performance evaluation of independent directors by the Board on yearly basis and is
said to be taken to decide on their reappointment, hence the performance evaluation of
independent directors is not done by the entire Board of Directors.
However, a separate meeting of the Independent Directors was held on 29th
March,2023 for evaluation of the performance of Non-Independent Directors, performance of
the Board as a whole and that of the Chairman of the Board.
Feedback was sought from all the Directors of the Company, by way of a structured
questionnaire covering various aspects, on performance evaluation of the Board, Committees
of Board, Independent Directors, Non-Independent Directors and the Chairman considering
criteria such as Board's composition and structure, effectiveness of the Board,
performance of the Board, processes and information provided to the Board, etc.
The committee of independent directors evaluated performance of its own and of its
Committees based on the feedback so received.
11. Directors' Responsibility Statement
In terms of clause(c) of sub-section (3) of Section 134 read with sub section (5) of
Section 134 of the Companies Act, 2013, the Directors hereby state and confirm that:
(a) i n the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the Company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
12. Public Deposits
Your Company has not accepted any public deposits and as such no amount on account of
principal or interest on public deposits was outstanding as on the date of the Balance
Sheet. Thus, no particulars are reported as required under Rule 8(5(v) of Companies
(Accounts) Rules, 2014.
13. Statutory Auditors
M/s B.S.R Associates LLP, 3rd Floor, Syama Business Centre, N.H Bypass Road,
Vytilla, Kochi- 682019, Firm Registration No. 116231W/W-100024 has been reappointed as
Statutory Auditors of the Company by the members for a term of five consecutive years,
from the conclusion of the 37th Annual General Meeting until the conclusion of
the 42nd Annual General Meeting of the Company to be held in the year 2026.
14. Statutory Auditor's Report
The Statutory Auditors' Report on the standalone financial statements for the financial
year ending 31st March, 2023 does not contain any qualification, reservation or
adverse remarks.
However the Statutory Auditors' report on the consolidated financial statements has
reference to the modified opinion as given in Annexure A of the Independent Auditor's
report of Popular Mega Motor(s) India Private Limited (clause (xi)(a)-Fraud), Kuttukaran
Cars Private Limited (clause (ix) (d)- fund raised on short term basis), Prabal Motors
Private Limited (clause (ii)(b)-quarterly returns filed by the Company and clause (ix)(d)-
fund raised on short term basis). The Board of Directors of the respective Companies have
responded to the modified opinions in their report.
15. Particulars of loans, guarantees or investments
During the year under review, the Company has given Corporate Guarantees amounting to
Rs. 44 crores for Popular Mega Motors (India) Private Limited, Rs. 4 crores for Kuttukaran
Cars Private Limited, Rs. 2 crores for Kuttukaran Green Private Limited, Rs. 4.83 crores
for Popular Auto Dealers Private Limited and Rs.9.50 crores to Popular Autoworks Private
Limited for availing credit facility from bank/NBFCs by the subsidiary companies.
The Company has also renewed various guarantees provided for its subsidiaries during
the year.
The details of the investments made and loans given by the Company in/to the subsidiary
companies are given in the notes to the financial statements and are in compliance with
the relevant provisions of section 186 of the Companies Act, 2013, read with the rules
thereon.
16. Particulars of contracts or arrangements with related parties
The transactions with related parties are in compliance with the provisions contained
in Section 188(1) of the Act read with Rule 15 of the Companies (Meetings of Board and its
Powers) Rules, 2014. Information on transactions with related parties pursuant to Section
134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are
given in Annexure-B in Form AOC-2 and the same forms a part of this report.
17. Managerial remuneration
I n terms of the provisions of Section 197(12) of the Act read with Rule 5(2) &
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
as amended, the particulars of the employees drawing remuneration in excess of the limits
set out in the said rules are as follows:
Name |
Designation |
Educational Qualification |
Age |
Experience (in years) |
Date of Joining |
Remuneration fortheFY (in Rs. million) |
Nature of Employment |
Previous Employment
and
Designation |
% of share holding in the Company |
Whether any such employeeis a relative of any director or manager of
the company |
Mr. Francis K Paul |
WTD |
Bachelor's degree in Mechanical Engineering, University of Calicut |
75 |
44 |
01.04.2006 |
13.75 |
In the rolls of the Company |
|
21.93% |
Yes. Relative of Mr. John K. Paul and Mr. Naveen Philip, Directors of
the Company |
Mr. John K Paul |
WTD |
Bachelor's degree in Mechanical Engineering, University of Calicut |
70 |
44 |
01.04.2006 |
11.78 |
In the rolls of the Company |
|
21.93% |
Yes. Relative of Mr. Naveen Philip and Mr. Francis K. Paul, Directors of
the Company |
Mr. Raj Narayan |
CEO |
MBA ICFAI University,
Manger
Development
Programme, IIM
Ahmedabad |
50 |
23 |
10.10.2022 |
5.60 |
In the rolls of the Company |
Globacom Limited as CEO |
Nil |
No |
Mr. Naveen Philip |
MD |
PGDBM Xavier Institute of Management Bachelor's degree in Mechanical
Engineering, University of Calicut |
53 |
24 |
01.04.2018 |
11.78* |
In the rolls of the Subsidiary, Popular Mega Motors (India) Private
Limited |
Godrej Telecom Limited,
Manager |
21.93% |
Yes. Relative of Mr. John K. Paul and Mr. Francis K. Paul, Directors of
the Company |
18. Disclosure under The Sexual Harassment Of Women At Workplace (Prevention,
Prohibition And Redressal) Act, 2013.
The Company has in place a Policy for prevention of Sexual Harassment at the Workplace
in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
The Company has constituted an Internal Committee as required under the said Act to
take necessary preventive actions as may be possible and also to carry out redressal of
complaints, if any, on sexual harassment and for matters connected therewith or incidental
thereto. All employees (permanent, contractual, temporary, trainees) are covered under
this policy. Summary of sexual harassment complaints received and disposed of during the
calendar year 2022 are as follows:
(a) Number of complaints pending at the beginning of the year : 1
(b) Number of complaints received during the year: 1
(c) Number of complaints disposed off during the year: 2
(d) Number of cases pending at the end of the year: 0
The Committee has submitted the Annual Report on POSH to the Company and to the
District Officer, pursuant to Section 21 of the POSH Act, 2013. The report has also been
submitted to authorities under law.
19. Conservation of Energy/Technology Absorption and Foreign Exchange Earnings and
outgo
The Company uses power-saving lighting equipment for its offices and workshops and
conserves power wherever there is scope for energy savings.
No technology absorption has taken place during the year under consideration.
There was no foreign exchange earnings during the Financial Year ended 31st
March 2023. The Foreign exchange outgo during the Financial Year ended 31st March
2023 is given below;
20. Corporate Social Responsibility
The Company, since its inception, has been a responsible member of the society and has
pioneered activities that promote various social and charitable objectives. The Company
has also, over the years, undertaken various social and charitable activities directly as
well as through NGOs.
As on 31st March, 2023, the CSR committee consists of:
Mr. John K. Paul, Whole-Time Director
Mr. Francis K. Paul, Whole-Time Director
Mr. Jacob Kurian, Independent Director
Mr. Abhishek G. Poddar, Nominee Director
The major focus of the Committee was education, health and women empowerment. The
committee supported the installation of sanitary napkin burners and water filters for
girls hostels. There were various seminars, workshops, medical camps, self-defence
training classes and skill training classes organized for underprivileged women in the
society and it also supported in providing accommodation and food for eligible girl
students. This was executed through the "K.P. Paul Foundation.
The Company's CSR policy is available on our website, at
https://www.popularmaruti.com/investor-relations/
wp-content/uploads/2022/01/Corporate-Social- Responsibility-Policy.pdf
The annual report on CSR Activities as per companies (Corporate Social Responsibility
Policy) Rules, 2014 is given in Annexure-C.
21. Secretarial Audit
Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed Mr. M.C.
Sajumon, Practising Company Secretary, Kochi, as Secretarial Auditor to conduct
Secretarial Audit of the Company for the financial year ending 31st March,
2023. The report of the Secretarial Auditor for the financial year 202223 is annexed to
this report. The secretarial auditor's report does not contain any qualifications,
reservations or adverse remarks or disclaimer.
Payment
Date |
Vendor Name |
Description |
Amount in Rs. |
31.05.2022 |
Secure Docs |
Towards |
2,37,036 |
|
Inc |
Membership |
|
|
|
and |
|
|
|
Subscription |
|
22. Annual Return
The Annual Return of the Company is available on the website of the Company at
https://www.popularmaruti. com/investor-relations/financials/annual-reports/
annual-returns/.
23. Vigil mechanism
In accordance with Section 177 of the Companies Act, 2013, the Company has formulated a
Vigil Mechanism for Directors and employees to report their genuine concerns about
unethical behaviour, actual or suspected fraud or violation of the company's code of
conduct. It provides adequate safeguards against victimisation. It also provides direct
access to the higher levels of supervisors and/or to the Chairman of the Audit Committee,
in appropriate or exceptional cases. The policy has been overseen by the Audit Committee.
The details of the policy can also be accessed on the Company's website:
https://popularmaruti.com/ investor-relations/wp-content/uploads/2022/01 /
WhistleBlower-Policy.pdf.
24. Risk Management and Adequacy of Internal Financial Controls
The Company has in place a mechanism to identify, access, monitor and mitigate various
risks to key business objectives. Major risks identified by the business and functions are
systematically addressed through mitigating actions on a continuous basis.
The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. These are routinely tested and certified by
the statutory as well as internal auditors. Significant audit observations and follow-up
actions thereon are reported to the Board.
25. Credit Rating
During the year under review, CRISIL through its credit rating report dated 25th
April, 2023 has re-affirmed CRISIL BBB+/Stable rating for long-term facilities; shortterm
rating of 'CRISIL A2' for the debt instruments/ facilities has been re-affirmed too.
26. Internal Audit
The Company has established a full-fledged internal audit team headed by a qualified
Chartered Accountant. Audit team conducts regular reviews of the business processes,
operations and financial transactions to ensure adequacy and existence of effective
control systems, investigate probable risks, deviations, fraud or misappropriations.
27. Reporting of Fraud by Auditors
During the year under review, the Statutory Auditors has not reported to the Board
under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against
the Company by its officers or employees.
28. Human Resources Management
Human Resource Department (HRD) plays a pivotal role in achieving organizational
excellence. Your Company constantly strives to develop quality human resources by
providing a congenial and conducive work environment to meet the challenges of a
competitive business environment and to build critical capabilities in accomplishing the
Company's objectives and goals. The Company continuously renews and updates the knowledge
and skills of its employees at all levels through training and development.
As on 31st March, 2023, the Company had a total head count of 6,407
employees, a decrease of 209 people over the previous year. Your Company takes significant
efforts on employee development by imparting training to employees at various levels or
the organisation.
Your Company wishes to put on record its deep appreciation for the cooperation and
efforts of its employees for the continuous betterment of the organization.
29. Industrial Relations
During the year under review, the Company enjoyed cordial relationship with workers and
employees at all levels and the Directors thank all employees for their continued support,
co-operation and valuable contributions.
30. Policy on Appointment and Remuneration for Directors, Key Managerial Personnel and
Senior Management Employees
The NRC of the Board has devised a policy for selection, appointment and remuneration
of Directors, Key Managerial Personnel and Senior Management. The Committee has formulated
the criteria for determining the qualifications, positive attributes and independence of
Directors, which has been put up on the Company's website:
https://popularmaruti.com/investor-relations/wp-
content/uploads/2023/02/Remuneration-Policy-for
Directors-and-Senior-Management.pdf.
31. Secretarial Standards
The relevant standards issued by the Institute of Company Secretaries of India (ICSI)
related to the Board meetings and general meetings have been complied with by the Board.
32. Disclosure about the application as made or any proceeding is pending under the
Insolvency and Bankruptcy Code (IBC), 2016 during the year along with their status as at
the end of the financial year.
Not applicable.
33. Disclosure about the difference between the amounts of the valuation executed at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
Not applicable.
34. Insurance
All the assets of the Company have been adequately insured.
35. Acknowledgements
We wish to thank our clients, vendors, investors and bankers for their continued
support during the year. We place on record our sincere appreciation for the contribution
made by our employees at all levels. Our consistent growth was made possible by their hard
work, commitment, cooperation and support. We thank the Government of India, particularly
the Ministry of Labour and Employment, the Ministry of Commerce and Industry, the Ministry
of Finance, the Ministry of Corporate Affairs, the State Governments of Kerala and Tamil
Nadu, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs,
GST authorities, the Reserve Bank of India, various departments under the state
governments and other government agencies for their support, and look forward to their
continued cooperation in the future.
Place: Kochi-25 Date: 20.06.2023
For and on Behalf of Board of Directors of Popular Vehicles and Services Limited
sd/-
Naveen Philip
(Managing Director) DIN:00018827
sd/-
Francis K Paul
(Whole Time Director) DIN:00018825