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Automotive Axles Ltd. — Proxy Solicitation & Information Statement 2023
Dec 14, 2023
61365_rns_2023-12-14_a6db714b-ebb4-4669-a0f4-885165fba043.pdf
Proxy Solicitation & Information Statement
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AUTOMOTIVE AXLES LIMITED
14[th] December 2023
The BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. C/1, G- Block Dalal Street Bandra (E) Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 505010 Scrip Symbol: AUTOAXLES
Attn: Listing Department
Sub: Response to the proxy advisory report issued by Institutional Investor Advisory Services India Limited (IiAS) regarding Postal Ballot Notice.
Dear Sir/Madam,
This is with reference to the Postal Ballot Notice dated November 22, 2023 along with the Statement sent electronically to the members of the Company on November 24, 2023, to Approve Material Related Party Transactions of the Company with Meritor HVS (India) Limited.
The Company has received voting recommendation of Institutional Investor Advisory Services India Limited (IiAS) on the proposed resolution in the aforementioned Notice on 12[th] December 2023.
The Company’s responses to the above-mentioned recommendations sent to IiAS is enclosed.
We request the members to consider the above clarifications while exercising their vote.
You are requested to take the above information on your records.
Thanking you,
Yours faithfully,
For Automotive Axles Limited
DEBADAS Digitally signed by DEBADAS PANDA PANDA Date: 2023.12.14 14:15:24 +05'30' Debadas Panda Company Secretary & Compliance Officer
Encl. : As above
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Regd. Office & Mysuru Unit : Hootagalli Industrial Area, Off Hunsur Road, Mysuru – 570 018, Karnataka, India Telephone : 91-821-719 7500, Fax : 91-821-2402451 Email : [email protected], Website : www.autoaxle.com CIN : L51909KA1981PLC004198 ISO 9001:2015 / IATF 16949 : 2016, EMS : ISO : 14001:2015 & OHSAS : ISO : 45001 : 2018
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Voting Advisory
www.iiasadvisory.com
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Automotive Axles Limited Postal Ballot (PB)
| utomotive Axles Limited | Postal Ballot(PB) |
|---|---|
| Report Date: 12 December 2023 BSE: 505010 |
NSE: AUTOAXLES Index : S&P BSE SMALL-CAP Face Value: Rs.10.0 per share Fiscal Year End: March Annual Report:FY23 |
| Receipt Deadline: Facility not available1 |
|
| E-voting Period: 26 November 2023, 9:00 AM to 25 December 2023, 5:00 PM |
|
| E-VotingSite: http://www.evoting.nsdl.com |
|
| Notice: PB notice dated 22 November 2023 |
|
1In terms of MCA circulars 14/2020 dated 8 April 2020, 17/2020 dated 13 April 2020, 22/2020 dated 15 June 2020, 33/2020 dated 28 September 2020, 39/2020 dated 31 December 2020, 10/2021 dated 23 June 2021, 20/2021 dated 8 December 2021, 3/2022 dated 5 May 2022, 11/2022 dated 28 December 2022 and 9/2023 dated 25 September 2023, the company will send the postal ballot notice in electronic form only. The hard copy of the notice along with postal ballot forms and pre-paid business envelope will not be sent to shareholders for the postal ballot in accordance with the requirements specified under the MCA circulars. Accordingly, the communication of the assent or dissent of the members would take place through e-voting only.
Agenda Items
| # Type1 Description of resolution IiAS Recommendation See Legend |
# Type1 Description of resolution IiAS Recommendation See Legend |
|---|---|
| 1 O Approve related party transactions with Meritor HVS (India) Limited (MHVSIL) aggregating Rs. 40.0 bn for FY25 MHVSIL is a 51:49 JV between Meritor Heavy Vehicle Systems, LLC and BF Investment Limited, who are also the JV partners of Automotive Axles Limited (AAL). MHVSIL is a dominant distributor of AAL’s products in the domestic and global markets. We do not support this arrangement, since there is no clear rationale for housing the distribution network a separate promoter controlled entity – MHVSIL and AAL have the same JV partners: Meritor and the Kalyani group own a higher share of MHVSIL’s equity than in AAL. We believe the distribution must be directly carried out through AAL so that all the shareholders of the listed entity reap the benefits of the margin earned on sale to the final customer. We do not support the current arrangement. |
AGAINST GI F V TR |
[1] O/S: Ordinary/Special
December 2023
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Company Overview
Automotive Axles Ltd. (AAL) is a joint venture of the Kalyani Group and Meritor Inc., USA. It manufactures drive axles, non-drive axles, front steer axles, off-highway Axles, drum & disc brakes and suspension. It provides these products to the major domestic and global manufacturers of trucks and buses pertaining to segments such as light, medium & heavy commercial vehicles, military and off-highway vehicles and aftermarket. In February 2022, Cummins Inc. entered into an Agreement and Plan of Merger with Meritor, Inc., to acquire 100% of the capital stock of Meritor Inc. The merger was completed in August 2022.
Promoters: Price Performance on 7 December 2023
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----- Start of picture text -----
BF Investment Limited (35.52%)
Meritor Heavy Vehicle Systems, LLC
192.7%
(35.52%)
147.3%
135.4%
Market snapshot 109.2% Automotive Axles Ltd
Market Price (Rs): 2,243.8 S&P BSE SMALL-CAP
69.0% 70.0%
Market Cap (Rs bn): 33.9
NIFTY 500
Net-worth (Rs bn): 7.5
52-week H-L: 2,690.0 - 1,870.6
Current P/E (x): 18.4
3YR 5YR
Current P/B (x): 4.3
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BF Investment Limited (35.52%)
Meritor Heavy Vehicle Systems, LLC (35.52%)
Market snapshot
Source : Capitaline database Source : Capitaline database
| Financialperformance (Rs.bn) Year ending 31-Mar 2021 2022 2023 Total Income 9.1 14.9 23.3 EBITDA 0.7 1.4 2.6 EBITDA Margin(%) 7.6 9.3 11.3 PBT 0.3 1.0 2.2 PBT Margin(%) 3.3 6.7 9.4 PAT 0.2 0.7 1.6 PAT Margin(%) 2.5 5.0 7.0 EPS(Rs.) 15.0 49.2 107.2 ROANW(%) 4.2 12.7 23.5 ROACE(%) 5.9 17.0 31.5 Debt/EBITDA(x) 0.3 0.1 0.0 |
Trend in Shareholding Pattern(%) |
|---|---|
| Date Promoter1 FII DII Others |
|
| 30-Sep-23 71.0 0.7 12.0 16.3 |
|
| 30-Jun-23 71.0 0.7 12.5 15.7 |
|
| 31-Mar-23 71.0 0.7 13.6 14.7 |
|
| 31-Dec-22 71.0 0.7 13.9 14.3 |
|
| 31-Dec-21 71.0 1.4 13.5 14.0 |
|
| 31-Dec-20 71.0 0.8 11.8 16.4 |
|
| 31-Dec-19 71.0 0.8 13.9 14.3 |
|
| 31-Dec-18 71.0 1.4 8.9 18.7 |
|
| [1] Pledged Shares: Nil Source: BSE |
Source : Capitaline database
Top Public Shareholders on 30 September 2023
| No. | Name of the Shareholder | Shares held in | Holding as % of |
|---|---|---|---|
| (million) | total | ||
| 1 | Nippon India Small Cap Fund | 1.28 | 8.51 |
| 2 | SBI Contra Fund | 0.20 | 1.32 |
| Total | 1.48 | 9.83 |
Source: BSE
December 2023
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Category: Related Party Transactions
| # Type Description of resolution IiAS Recommendation Indicators See Legend |
# Type Description of resolution IiAS Recommendation Indicators See Legend |
# Type Description of resolution IiAS Recommendation Indicators See Legend |
# Type Description of resolution IiAS Recommendation Indicators See Legend |
# Type Description of resolution IiAS Recommendation Indicators See Legend |
# Type Description of resolution IiAS Recommendation Indicators See Legend |
# Type Description of resolution IiAS Recommendation Indicators See Legend |
# Type Description of resolution IiAS Recommendation Indicators See Legend |
|---|---|---|---|---|---|---|---|
| 1 O Approve related party transactions with Meritor HVS (India) AGAINST |
G | I | F | V | T | R | |
| Limited (MHVSIL) aggregating Rs. 40.0 bn for FY25 |
Discussion
Automotive Axles Limited (AAL) is a joint venture between Kalyani Group (35.52% held through BF Investment Limited) and Meritor Inc., USA. (35.52% held through Meritor Heavy Vehicle Systems, LLC). Cummins Inc. acquired Meritor Inc. USA in 2022 and thus AAL is effectively a JV between the Kalyani group and Cummins Inc. USA.
Meritor HVS (India) Limited (MHVSIL) is an unlisted entity and a related party of AAL. The notice states that MHVSIL is a JV promoted by Meritor Heavy Vehicle Systems, LLC and Bharat Forge Limited, Pune. However, as per the latest shareholding pattern available on MCA website, MHVSIL is a 51:49 JV between Meritor Heavy Vehicle Systems, LLC and BF Investment Limited (who are also the JV partners of AAL).
Exhibit 1 : Details of the proposed related party transactions
| Name of the Related Party | Meritor HVS(India) Limited(MHVSIL) |
|---|---|
| Nature of Relationship | MHVSIL ispart of thepromotergroup |
| Directors/ KMPs who are related | Babasaheb Kalyani, Kenneth James Hogan, B. C. Prabhakar and Ms. Shalini Sarin are common directors |
| Nature of the relationship | MHVSIL provides the company with a strong marketing, sales and distribution network with a customer base. AAL manufactures the components and routes majority of its revenue through MHVSIL(>75%). |
| Nature of transactions | • Sale of goods • Purchase of goods • Availing/rendering any services, reimbursements received/ paid, purchase/sale/lease of products, tools and asset, purchase and sale of export incentive licenses or any other transactions for transfer of resources, technology, or obligations |
| Whether at arm’s length | Yes,evaluated byan external independent consultingfirm |
| Whether in ordinary course of business |
Yes |
| Tenure | FY25 |
| Proposed value of transactions | Rs. 40.0 bn Category Rs. billion Sale ofgoods 39.5 Purchase ofgoods 0.2 Other RPTs 0.3 Total 40.0 |
| Proposed transactions as a % of annual turnover for FY23 |
172% |
Source: Shareholder notice
The company had sought shareholder approval at the 2018 AGM for transactions with MHVSIL for five years, from FY20 to FY24, upto Rs. 30.0 bn per annum. Subsequently, at the 2023 AGM, the company sought shareholder approval for transactions with MHVSIL upto Rs. 40.0 bn per annum for FY24 and FY25. The approval sought at the 2023 AGM failed to receive the requisite majority from shareholders. Since the current approval is valid only for FY25, the approved limit for FY24 is maintained at Rs. 30.0 bn.
December 2023
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Exhibit 2 : Past transactions with MHVSIL (in Rs mn)
| Exhibit 2: Past transactions with MHVSIL(in Rs mn) | ||||||
|---|---|---|---|---|---|---|
| Nature of transactions | FY19 | FY20 | FY21 | FY22 | FY23 | H1FY24 |
| Sale ofgoods | 15,606.2 | 7,847.4 | 7,648.5 | 11,490.2 | 18,182.9 | 8,699.4 |
| Toolingincome | 36.9 | 58.0 | 3.1 | 3.3 | 4.0 | - |
| Lease rentalpayment | - | 2.2 | 4.5 | 4.6 | 4.6 | 2.3 |
| Purchase of MEIS licenses(export incentive) | 23.6 | 61.5 | 5.1 | 5.0 | 3.3 | - |
| Services received | 94.9 | 39.9 | 39.9 | 84.1 | 119.2 | - |
| Servicesprovided | - | - | - | - | - | 10.0 |
| Expenses incurred bythe companyon behalf of relatedparties | - | - | - | - | 192.1 | - |
| Expenses incurred byrelatedparties on behalf of the company | - | - | - | - | 0.8 | - |
| Warrantyclaims | - | - | - | 8.9 | 238.7 | 39.0 |
| Other recoveries | 100.8 | 51.2 | - | - | - | - |
| Total | 15,862.3 | 8,060.1 | 7,701.0 | 11,596.1 | 18,745.5 | 8,750.7 |
Source: Annual reports, BSE filings
Exhibit 3: Sales to MHVSIL (in Rs. mn)
| Exhibit 3:Sales to MHVSIL(in Rs. mn) | |||||
|---|---|---|---|---|---|
| Particulars | FY19 | FY20 | FY21 | FY22 | FY23 |
| Total turnover of Automotive Axles(AAL) | 19,390.4 | 9,519.6 | 9,055.7 | 14,906.2 | 23,237.0 |
| Sale ofgoods to MHVSIL | 15,606.2 | 7,847.4 | 7,648.5 | 11,490.2 | 18,182.9 |
| Percentage of AAL’s sales to MHVSIL | 80.5% | 82.4% | 84.5% | 77.1% | 78.2% |
Source: Annual reports
Exhibit 4: Financials of MHVSIL (in Rs. mn)
| Particulars | FY19 | FY20 | FY21 | FY22 | FY23 |
|---|---|---|---|---|---|
| Total Revenue | 17,992.6 | 9,602.7 | 8,957.4 | 13,771.3 | NA |
| EBITDA | 1,027.2 | 644.1 | 536.2 | 1,086.5 | NA |
| EBITDA Margin(for MHVSIL) | 5.7% | 6.7% | 6.0% | 7.9% | NA |
Source: MCA filings
Company’s rationale for the proposed transactions:
-
MHVSIL is engaged in new product design, application analysis, product testing, and marketing of drive axles, non-drive steer axles, drum brakes, and air disc brake assemblies for commercial, off-highway and defense applications.
-
The company customizes and optimize global products to meet rigorous regional requirements, serving major OEMs like Ashok Leyland, TATA Motors, Daimler, Mahindra & Mahindra, among others, with a robust marketing, sales, and distribution network both in India and abroad.
-
MHVSIL's technical and product design prowess, supported by a Technical License from MHVS U.S.A., empowers the company to manufacture innovative products tailored to the needs of medium and heavy commercial vehicle customers in India.
-
Leveraging these capabilities, the company actively collaborates with MHVSIL, focusing on the export market to expand its customer base and geographical reach.
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MHVS U.S.A. has a century-long history in providing innovative drivetrain products like Axles and Brakes. MHVSIL was established in 1998 (promoted by MHVS U.S.A. & BFL) to accelerate business growth in India, catering to both domestic customers and MERITOR Global markets.
-
The partnership brings in not only the MERITOR brand but also proven technical and design capabilities and product licenses.
-
This collaboration significantly shortens the new product design, development, and testing cycle time, enhancing the company's chances of securing new business and expanding its market share. MHVS U.S.A., also brought in customer & technical knowhow which is key to success as a tier-I supplier.
-
Transactions with MHVSIL offer the company access to global product/technical know-how and associated licenses/permits, opening up additional export opportunities to MERITOR global customers/plants.
-
Approval from shareholders is crucial to prevent disruptions in the customer line and safeguard the current and future business prospects, thereby avoiding any potential loss of reputation in the market. The current structure and the relationship between the company and MHVSIL exists for over 20 years.
-
To ensure the continuity and sustain company’s current operations, company is proposing to seek approval from its members for potential transactions with MHVSIL.
Source: PB Notice, AGM notice
December 2023
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Voting Advisory
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The company seeks shareholder approval for transactions with MHVSIL in the nature of sale of goods, purchase of goods, availing/rendering services, reimbursements received/ paid, purchase/sale/lease of products, tools and asset, purchase and sale of export incentive licenses or any other transactions for transfer of resources, technology, or obligations – we raise concern that the nature of transactions is very enabling in nature. AAL and MHVSIL are joint ventures of the same JV partners: Meritor Heavy Vehicle Systems, LLC (ultimately held by Cummins Inc. USA) and BF Investment Limited (Kalyani group). AAL is a listed entity and MHVSIL is an unlisted entity. MHVSIL is engaged in new product design, application analysis, product testing, and marketing of drive axles, non-drive steer axles, drum brakes, and air disc brake assemblies. MHVSIL customizes the products based on regional requirements. AAL manufactures the components and routes majority of its revenue through MHVSIL (>75%). The company opines that MHVSIL has a strong marketing, sales and distribution network with a customer base.
While we recognize the need to avail technical knowhow and other essential services like product testing, customization, etc. from Meritor Heavy Vehicle Systems LLC, Troy, U.S.A. and MHVSIL, it is unclear why MHVSIL is appointed as a distribution arm of AAL. Given that both MHVSIL and AAL have the same JV partners, shareholders must engage with the company to understand why AAL is not in a position to get access to the distribution network/ customer base that MHVSIL has. We believe the distribution/ sale to the customers must be directly carried out through AAL so that all the shareholders of the listed entity (including public shareholders) reap the benefits of the margin earned on sale to the final customer. We do not support the current arrangement. IiAS recommends voting AGAINST the resolution.
We note that a similar resolution was presented to shareholders by the company in its 2023 AGM, which was defeated (Exhibit 5).
Exhibit 5: Voting outcome 2023 AGM: Approve related party transactions with Meritor HVS (India) Limited (MHVSIL) aggregating Rs. 40.0 bn per annum from 1 April 2023 till 31 March 2025
| No. of | No. of | % of | No. of | No. of | % of | % of | |
|---|---|---|---|---|---|---|---|
| Voting outcome | shares held |
votes polled |
votes polled |
votes in favour |
votes against |
votes in favour |
votes against |
| (mn) | (mn) | (mn) | (mn) | ||||
| Promotergroup | 10.7 | - | - | - | - | - | - |
| Institutional holders | 2.0 | 1.8 | 91.0 | 0.4 | 1.4 | 19.8 | 80.2 |
| Others | 2.4 | 0.0 | 1.2 | 0.0 | 0.0 | 99.7 | 0.3 |
| Total | 15.1 | 1.8 | 12.0 | 0.4 | 1.4 | 21.0 | 79.0 |
| Source: BSE |
December 2023
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Legend
IiAS recommendations are based on IiAS’ Voting Guidelines, which can be viewed on our website. The data and regulations reviewed while arriving at a recommendation are disclosed, to provides investors and companies clarity regarding the basis for our recommendations.
IiAS recommendations are non-binding in nature. Investors may have their own voting rationale which may, on aspects, differ from those of IiAS. On such occasions, investors should use these recommendations as a guiding tool.
Our voting recommendations do not constitute advice to buy, sell or hold securities.
To allow for a more nuanced discussion on resolutions, IiAS recommendations may be supplemented with a risk or a transparency indicator (refer table below). This helps balance the narrative for proposals which have multiple connotations in terms of their implications for the company and its stakeholders.
| Risk Indicator | Coverage |
Description |
|---|---|---|
| G | Governance Matters |
This symbol is used for resolutions which in IiAS’ opinion indicate corporate governance practices that have room for improvement or are non-compliant with regulations or their intent. |
| This symbol is used for resolutions which in IiAS’ opinion benefit the controlling | ||
| I | Inequitable Treatment |
shareholders (or any other class of shareholders) at the expense of the public shareholders. This also includes resolutions which may result in excessive dilution or |
| disproportionate voting powers. | ||
| F | Financial Impact |
This symbol is used for resolutions which, as per IiAS, will have a negative impact on the company’s financials. |
| V | Valuation Divergence |
This symbol is generally used for resolutions associated with corporate restructurings, which include schemes of arrangement, and slump sales, where a fair valuation cannot be ascertained or where IiAS believes the valuation is prejudicial to the interests of public |
| shareholders. | ||
| This symbol is used for operating decisions taken by the company management and IiAS | ||
| will usually recommend voting FOR such resolutions. However, they carry an element of | ||
| R | Other Risks | risk which may subsequently have a negative impact on the financials. Investors are |
| therefore advised to review the risk factors highlighted by IiAS in its analysis before | ||
| voting. | ||
| Transparency Indicator |
Quality of Disclosure |
Description |
| T | Leadership | Indicates that the disclosures on the resolution are significantly superior to other similar resolutions. IiAS encourages other companies to emulate such disclosure levels. |
| T | Weak | Indicates lack of adequate disclosures supporting the resolution. Investors are advised to seek further clarifications from the companyto make a more informed decision. |
| Indicator | Quality of Disclosure |
Description |
| Engagement | This icon is used for resolutions wherein IiAS believes that the shareholders should engage with the companyforgranular details. |
On occasions, IiAS’ advisory reports may contain the following terms for specific resolutions:
-
REVISED: This implies that the IiAS recommendation has changed. IiAS may, on occasion, revise its voting recommendations based on incremental information. Such incremental information is usually filed by companies on the stock exchange websites. All changes are subject to a review by the Review and Oversight Committee (ROC).
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MODIFIED: This implies that the commentary and/or rationale for IiAS’ analysis has changed, without any change in the voting recommendation. Such changes reflect minor corrections to language or text, for better communication of the voting recommendation and / or its rationale.
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ADDENDUM/CORRIGENDUM: This is used to highlight that the company has issued an addendum or made corrections to its initial shareholder notice and that IiAS’ report has been updated to reflect the impact of the same.
December 2023
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Disclaimer
This document has been prepared by Institutional Investor Advisory Services India Limited (IiAS). The information contained herein is solely from publicly available data, but we do not represent that it is accurate or complete and it should not be relied on as such. IiAS shall not be in any way responsible for any loss or damage that may arise to any person from any inadvertent error in the information contained in this report. This document is provided for assistance only and is not intended to be and must not be taken as the basis for any voting or investment decision. The user assumes the entire risk of any use made of this information. Each recipient of this document should make such investigation as it deems necessary to arrive at an independent evaluation of the individual resolutions referred to in this document (including the merits and risks involved). The discussions or views expressed may not be suitable for all investors. The information given in this document is as of the date of this report and there can be no assurance that future results or events will be consistent with this information. This information is subject to change without any prior notice. IiAS reserves the right to make modifications and alterations to this statement as may be required from time to time. However, IiAS is under no obligation to update or keep the information current. Nevertheless, IiAS is committed to providing independent and transparent recommendation to its client and would be happy to provide any information in response to specific client queries. Neither IiAS nor any of its affiliates, group companies, directors, employees, agents or representatives shall be liable for any damages whether direct, indirect, special or consequential including lost revenue or lost profits that may arise from or in connection with the use of the information. The disclosures of interest statements incorporated in this document are provided solely to enhance the transparency and should not be treated as endorsement of the views expressed in the report.
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December 2023
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Other Disclosures
IiAS is a SEBI registered research entity (proxy advisor registration number: INH000000024) dedicated to providing participants in the Indian market with independent opinions, research and data on corporate governance issues as well as voting recommendations on shareholder resolutions of around 1000 listed Indian companies (https://www.iiasadvisory.com/iias-coverage-list). Our products and services include voting advisory reports, standardized services under the Indian Corporate Governance Scorecard, and databases (www.iiasadrian.com and www.iiascompayre.com). There are no significant or material orders passed against the company by any of the Regulators or Courts/Tribunals.
IiAS further confirms that, save as otherwise set out above or disclosed on IiAS’ website (www.iias.in):
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IiAS, the research analyst(s) responsible for this report, and their associates or relatives, do not have any financial interest in the subject company.
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IiAS, the research analyst(s) responsible for this report, and their associates or relatives, do not have any other material conflict of interest at the time of publication of this report.
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None of IiAS, the research analyst(s) responsible for this report, and their associates or relatives, have received any compensation from the subject company or any third party in the past 12 months in connection with the provision of services of products (including investment banking or merchant banking or brokerage services or any other products and services), or managed or co-managed public offering of securities of the subject company.
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None of IiAS or the research analyst(s) responsible for this report have been engaged in market making activity for the subject company.
Disclosures relating to the subject company.
IiAS as a proxy advisor provides various services including publishing reports on corporate governance and related matters. The subject company has not subscribed to any of IiAS’ services and IiAS has not received any remuneration from the subject company in the past twelve months
December 2023
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AUTOMOTIVE AXLES LIMITED
14[th] December 2023
To, Institutional Investor Advisory Services India Limited (IiAS) Ground Floor, DGP House 88-C, Old Prabhadevi Road, Mumbai - 400 025
Subject: Response to Voting Recommendations of the Institutional Investor Advisory Services India Limited (IiAS) on the proposal in the Postal Ballot Notice dated November 22, 2023 (“Postal Ballot Notice”) sent electronically to the Members of the Company.
Dear IiAS team
We acknowledge the receipt of your report and appreciate the detailed insights presented on the matter at hand. In response to the voting advisory report received from your esteemed firm, we have thoroughly reviewed and considered the recommendations put forth. Your firm's input is highly valued, and we wish to address and clarify certain points outlined in the report.
MHVSIL is a joint venture company promoted by Meritor Heavy Vehicle Systems LLC, Troy, U.S.A., (“MHVS U.S.A.”) and Bharat Forge Limited, Pune (“BFL”) and was established in the year 1998 with the primary objective of product application engineering, assembly marketing and sale of drivetrain and brake products for light, medium and heavy commercial vehicles under licence and additional expertise and other proprietary information from MHVS U.S.A., using products, components and subassemblies manufactured by AAL with the assistance and support provided by BFL for fostering business growth in India. MHVSIL main objective is to develop a robust engineering team and engineering test capabilities for India business growth, design and develop new products tailored to India's road conditions in collaboration with our end customers, the acceleration and expansion of exports from India, and the continuous enhancement of relationships with customers.
Regarding the products (i.e. Axles & Brakes), it is essential to clarify that AAL manufactures these products and sells them through MHVSIL. MHVSIL, in turn, holds the Intellectual Property rights of MHVS U.SA., contributing its expertise in engineering design capabilities. This collaboration has played a crucial role in AAL's significant business growth in India over the past 20 years.
In the advisory report, there is a mention that "MHVSIL is a dominant distributor of AAL’s products in the domestic and global market as a distributing Company." We would like to clarify to the shareholders that MHVSIL is not a distributing company; rather, its primary role encompasses new product design, application analysis, product testing, and the marketing of
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Regd. Office & Mysuru Unit :
Hootagalli Industrial Area, Off Hunsur Road, Mysuru – 570 018, Karnataka, India Telephone : 91-821-719 7500, Fax : 91-821-2402451 Email : [email protected], Website : www.autoaxle.com CIN : L51909KA1981PLC004198 ISO 9001:2015 / IATF 16949 : 2016, EMS : ISO : 14001:2015 & OHSAS : ISO : 45001 : 2018
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AUTOMOTIVE AXLES LIMITED
drive axles, non-drive steer axles, drum brakes, and air disc brake assemblies for commercial, off-highway, and défense applications.
AAL performance for last five years is listed below.
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Source : M&HCV Volume from SIAM Report
The proposed transaction with Meritor HVS (India) Limited has significant implications for the stability and growth trajectory of Automotive Axles Limited. If this transaction does not receive the necessary approval, it could potentially result in disturbances that would directly impact our valued end customers and the commercial vehicle industries. Outlined below are the key reasons why your approval is crucial:
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Customer Continuity: The denial of this transaction in the short term might disrupt the seamless services currently enjoyed by our customers.
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Operational Impact: Non-approval may necessitate a substantial strain in restructuring of our process and operations in short term to the total value chain of AAL, MHVSIL and with end customers. This could cause short-term turbulence, affecting our ability to deliver services efficiently and, subsequently, impacting our overall performance. Changing the current operating model with customers is too challenging in this situation and will require end-customer approvals.
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Long-term Viability: Any proposed changes in the current structure would disturb the trust that we have built with all our end customers and might impact the future business growth for AAL in India.
We assure you that every effort has been made to ensure transparency, fairness, and alignment with good governance practices to the best interests of AAL and its shareholders in this proposed transaction.
All the transactions between AAL & MHVSIL has been reviewed and approved by Audit Committee and the Board of Directors of the Company before we take up for the approval of shareholders as per our policy on Related Party Transactions. Also the RPT(s) / contract(s) / arrangement(s) has been evaluated by a reputed external independent consulting firm and the same are in line with arm’s length guidelines in the past years. Company will follow the similar arm’s length principle/practices for future proposed transactions.
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Regd. Office & Mysuru Unit :
Hootagalli Industrial Area, Off Hunsur Road, Mysuru – 570 018, Karnataka, India Telephone : 91-821-719 7500, Fax : 91-821-2402451 Email : [email protected], Website : www.autoaxle.com CIN : L51909KA1981PLC004198
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ISO 9001:2015 / IATF 16949 : 2016, EMS : ISO : 14001:2015 & OHSAS : ISO : 45001 : 2018
AUTOMOTIVE AXLES LIMITED
We sincerely urge you to amend your recommendations on these resolutions based on the above and issue a revised report under intimation to us. Further we request you to share your response with all your subscribers and persons to whom the original report has been circulated to.
Thanking you,
Yours faithfully,
For Automotive Axles Limited
DEBADAS Digitally signed by DEBADAS PANDA PANDA Date: 2023.12.14 14:18:09 +05'30' Debadas Panda
Company Secretary & Compliance Officer
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Regd. Office & Mysuru Unit :
Hootagalli Industrial Area, Off Hunsur Road, Mysuru – 570 018, Karnataka, India Telephone : 91-821-719 7500, Fax : 91-821-2402451 Email : [email protected], Website : www.autoaxle.com CIN : L51909KA1981PLC004198 ISO 9001:2015 / IATF 16949 : 2016, EMS : ISO : 14001:2015 & OHSAS : ISO : 45001 : 2018
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