Your Directors take pleasure in presenting the Twenty Seventh Annual Report togetherwith the Audited Financial Statements of your Company for the financial year ended March31 2017. The Management Discussion and Analysis forms part of this Report.
(Rs. in Lakhs)
|Particulars ||Financial Year |
| ||2016-17 ||2015-16* |
|Revenue from Sale of Products / Services (Net) ||30367.74 ||26245.79 |
|Other Operating Revenue ||34.39 ||38.35 |
|Other Income ||178.71 ||125.06 |
|Total Revenue ||30580.84 ||26409.20 |
|Cost of Materials Consumed (including change in inventories) ||21913.17 ||19496.31 |
|Employee Benefit Expense ||4690.54 ||4123.14 |
|Other Expenses ||3703.49 ||2974.09 |
|Earnings / (Loss) before Depreciation Financial Charges and Tax (EBIDTA) ||273.64 ||(184.34) |
|Interest Expense ||912.05 ||932.62 |
|Depreciation and Amortization Expense ||932.65 ||963.23 |
|Profit / (Loss) before exceptional item and Tax ||(1571.06) ||(2080.19) |
|Exceptional items ||1284.00 ||- |
|Tax Expense / (Credit) ||- ||- |
|Profit/ (Loss) for the year ||(287.06) ||(2080.19) |
|Other Comprehensive Income (OCI) ||(68.22) ||32.23 |
|Other Comprehensive Income (net of taxes) ||(68.22) ||32.23 |
* Due to Ind - AS applicability from FY. 2016-17 adjustments / regrouping was made inthe previous year 2015-16 figures.
Due to the loss during the year the Board of Directors has not recommended anydividend.
TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT 2013
Your Company has not transferred any profit from Profit and Loss Account to GeneralReserve Account as under the Companies Act 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENTS
The Indian Automobile Industry is made up of Original Equipment Manufacturers (OEMs)i.e. Automobile manufacturers and auto component manufacturers.
The Industry is an emerging sector in India with almost all global majors having set uptheir facilities here. The Industry has been continually evolving and absorbing newertechnologies in order to align itself with global developments and realize its fullpotential.
The Auto Components Industry in India comprises Tier One manufacturers who supplycomplete component modules to OEMs Tier Two manufacturers who cater to Tier Onemanufacturers and Tier Three manufacturers who supply components to Tier Twomanufacturers. The Industry is divided into five segments viz. engine parts drivetransmission & steering parts suspension & brake parts electric parts and body& chassis. The fortunes of the Auto Components Industry are closely linked with thoseof the OEMs.
In FY 2016-17 Auto Industry witnessed a Domestic growth of 5.41 percent (as per thetable given below). The Passenger Vehicle segment registered a growth of 9.42 percentwhich includes passenger car vehicles and utility vehicles. Within this segment theUtility vehicle market grew at 26.32 percent due to new launches in the compact UtilityVehicle segment whereas the Passenger Car segments grew at only 5.40 percent. Thecommercial vehicle segment was affected by demonetization. The CV segment grew by 3percent as compared to 12.10 percent in last year. The LCV segment grew by 4.97 percent ascompared to 2.77 percent in last year. The three wheeler segment registered a negativegrowth of (16.16 percent).
The chart given below shows the production of various categories of vehicles during FY2016-17 vis-a-vis FY 2015-16:
|Segment ||2016-17 ||2015-16 || |
|Passenger cars ||2704600 ||2565970 ||5.40 |
|Utility vehicles ||906750 ||717809 ||26.32 |
|Vans ||180190 ||181266 ||(0.59) |
|Passenger Vehicles ||3791540 ||3465045 ||9.42 |
|M&HCVs ||342733 ||341287 ||0.42 |
|LCV ||467553 ||445405 ||4.97 |
|Commercial vehicles ||810286 ||786692 ||3.00 |
|Three Wheelers ||783149 ||934104 ||(16.16) |
|Two wheelers ||19929485 ||18830227 ||5.84 |
|Quadricycle* ||1584 ||531 ||198.31 |
|Total of All Categories ||25316044 ||24016599 ||5.41 |
* Only Oct- March 16 data is available for 15-16
Source SIAM report
The chart below shows sales and export of various categories of vehicles during FY2016-17 compared to FY 2015-16:
|Segment || |
| ||2016-17 ||2015-16 || |
|2016-17 || |
|% Growth |
|Passenger cars ||2102996 ||2025097 || |
|602341 || |
|Utility vehicles ||761997 ||586576 || |
|154153 || |
|Vans ||181734 ||177535 || |
|2336 || |
|Passenger Vehicles ||3046727 ||2789208 || |
|758830 || |
|Segment || |
|M&HCVs ||302529 || |
|0.04 || |
|35197 ||24.21 |
|LCVs ||411703 || |
|7.41 || |
|67927 ||(4.97) |
|Commercial Vehicles ||714232 || |
|4.16 || |
|103124 ||4.99 |
|Three wheelers ||511658 || |
|(4.93) || |
|404441 ||(32.77) |
|Two wheelers ||17589511 || |
|6.89 || |
|2482876 ||(5.78) |
|Quadricycle* ||- || |
|- || |
|334 ||- |
|Total of All Categories ||21862128 || |
|6.81 || |
|3643828 ||(4.50) |
* Only Oct- March 16 data is available for 15-16
Source: SIAM report
The overall Commercial Vehicles segment registered a growth of 4.16 percent in FY 2016-17 as compared to the same period last year largely driven by replacement demanddeclining fuel prices pre-buying ahead of BS IV norms. Medium & Heavy CommercialVehicles (M&HCVs) grew by 0.04 percent and Light Commercial Vehicles grew by 7.41percent during FY 2016-17 over the same period last year because of rising private finalconsumption expenditure and high re-distribution freight but dampened by demonetization.
Three Wheelers sales declined by (-) 4.93 percent in FY 2016-17 over the same periodlast year. Passenger Carrier sales declined by (-) 8.83 percent and Goods Carrier salesgrew by 12.75 percent in FY 2016-17 over FY 2015-16.
The Indian Auto Components Ancillary Industry continues to face adverse headwinds tomaintain volumes and margins.
Your Company operates in Sheet Metal Components Assemblies and Sub-assemblies segmentof the Auto Components Industry. It manufactures a range of sheet metal components andassemblies for the Automobile Industry and is a Tier One auto components supplier.
Your Company has four manufacturing facilities at Bhosari Chakan - Pune (Maharashtra)Halol (Gujarat) and Pantnagar (Uttarakhand). Your Company's sales during the year wereimpacted by lower volumes than expected in the segment in which it predominantly operates.Some of the models under passenger car segment and LCV segment on which your Company hasheavy dependence recorded drop in volume and this had an adverse effect on sales. Eventhough the passenger car production recorded growth of 5.40% your Company couldn'tachieve corresponding growth since the growth of major customer including anchor customerof your Company happened for models in which your Company is not present. Your Company hasbeen aggressively managing its net working capital and was able to keep it under control.
During FY 2016-17 your Company has received additional resourcing business from itsanchor customer in Commercial Vehicle segment and Passenger Vehicle segment. Sales of yourCompany did not grow as expected due to slower ramp up of new businesses and loweroff-take from key customers. The capacity utilization of your Company was therefore low.To minimize the impact of falling volumes and the increase in minimum wages bonus andenergy costs your Company has taken various cost reduction initiatives as countermeasures such as EBITDA and labour efficiency improvement programmes TPM to enhanceproductivity and improve operational efficiency.
Automotive Stampings and Assemblies Limited
Apart from the cost reduction programmes your Company has been aggressively pursuingnew business opportunities in Utility Vehicle segment Commercial Vehicles Segment andThree Wheeler Segment by targeting greater share of business from existing Customers. YourCompany is also participating in new programme launches in LCV segment which will furtherenhance its share of business in this segment. Your Company is exploring to participate inM & HCV segment by pursuing new business opportunities with major Customers. YourCompany plans to build "Centre of Excellence" (COE) for product categories likeRear Twist Beam Sub frame Cross Car Beam and fuel tanks in which it has manufacturingcapability. Such COE's will help your Company to get further business in this productcategory. Your Company plans to move up the value chain by manufacturing modules andaggregates such as fuel tank Cross Car Beam closures bonnets doors and tailgates.Focus is on resourcing business to avoid ramp up delays and using Company's existingfacilities. Further your Company will also be adding components for non-auto business.
INCOME AND EXPENDITURE
Net Sales increased by 15.70% to Rs. 30367.74 Lakhs primarily due to increase inCustomer volumes in few models leading to higher component tooling sales and services.Other operating income decreased by 10.30% to Rs. 34.39 Lakhs. Other income mainlyconsists of interest income of Rs. 40.40 Lakhs claims of Rs. 98.80 Lakhs and profit onsale of assets (net) of Rs. 36.51 Lakhs.
Cost of materials consumed (including change in stock) as a percentage to salesdecreased by 2.12% to 72.15% because of lower steel prices and change in the product mix.The Management has been taking continuous steps to improve material yield.
Employee expenses increased by 13.76% compared to previous year on account of wagesettlements pay revisions actuarial valuation etc.
Other Expenses comprising Administration and Selling Expenses have increased to Rs.3703.49 Lakhs largely due to increase in costs related to rent and leasing freight andforwarding charges rates and taxes power and fuel packing materials machinery repairsand maintenance charges.
With the increase in net sales and with the help from initiatives on productivityimprovements and cost reduction programmes your Company achieved EBIDTA of Rs. 273.64Lakhs as against EBIDTA Rs. 184.34 Lakhs in the previous year. Interest expense wasreduced owing to phased repayment of loans.
OPPORTUNITIES AND THREATS
Company's own technology / processes / system improvement plan:
Your Company is undertaking various new technology initiatives process upgradation andsystem enhancements which will further improve the productivity and potential for newbusinesses from existing and new customers. This will not only enhance the capacityutilization but also broaden the customer base and introduction into new businesssegments.
Investment in Technology / Process:
As the automotive market is continually upgrading its technology and processes yourCompany is also upgrading its technology to participate in new vehicle programmes launchedby Customer.
The auto industry is growing moderately but the major customers of your Company have toregain market position in their respective segments.
The profitability of the Indian Auto Components Industry is likely to continue to beunder strain due to pricing pressures from OEMs because of new product launches which hascreated heightened competitive intensity thereby constraining their pricing flexibility.
Your Company operates only in the Automobile Component Segment in the Domestic Market.
According to SIAM in FY 2017-18 Passenger Vehicle sales are expected to grow between7-9 % with good monsoon implementation of GST and continued investment in Infrastructure.However increase in raw material costs and oil prices may negatively impact sales duringthe ongoing fiscal. The number of new model launches will also remain low. The Car segmentis likely to see more launches compared to Utility Vehicles segment. Improvement in theeconomic growth and also consumer sentiment is expected. It is expected that factors likelower borrowing costs pent-up demand after demonetization and a mild budgetary support toincomes will drive consumption growth in FY 2017-18.
In FY 2017-18 Commercial Vehicle segment is likely to see 4-6 % growth. M & HCVssales will continue to be muted. In FY18 some disruption of sales on account of GSTimplementation is expected. Advancement of purchases to avoid price rise on account ofBS-IV has resulted in slight increase in sales in FY 2016-17 but will hamper sales in2017-18.LCV sales are likely to increase because of rising private final consumptionexpenditure and high redistribution freight. Three-wheeler sales are expected to growaround 4-6 %.
While the borrowing costs have reduced the Company does not expect it to drop further.Remonetisation has improved liquidity and there is an improvement in general sentimentsfor FY 2017-18. The key concerns are increasing commodity prices high vehicle financerates and adhoc changes in policy environment which could affect profitability.
As per Reserve Bank of India's (RBI) forecast during FY 2017- 18 the overall GDP ofthe country is expected to grow at a rate of 7.4 % with risks evenly balanced.
RBI has kept the repo rate unchanged at 6.25 % shifting focus to ways to mop up excesscash in the banking system that threatens to stoke inflation. The interest may not dropfurther given that interest rates in US may harden.
The rapidly globalising world is opening up newer avenues for the transportationindustry especially while it makes a shift towards electric electronic and hybrid carswhich are deemed more efficient safe and reliable modes of transportation. Over the nextdecade this will lead to newer verticals and opportunities for auto-componentmanufacturers who would need to adapt to the change via systematic research anddevelopment.
RISKS AND CONCERNS
Your Company has systems in place to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed regularly at Audit Committee meetings.
Risks Identified and Mitigating actions:
Rising input costs: Rising input costs are a risk and hence your Company has ongoing improvement initiatives like conversion cost reduction supply chain efficiencyimprovement and material yield improvement.
Skill Availability: Your Company focuses on recruitment and in house skilldevelopment to address this challenge.
Concentrated Customer Base:
Your Company has been taking steps to mitigate this risk by business developmentactivities to enhance the customer base and striving to increase share of business withexisting customers where Company's share is low.
STATE OF COMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered as part of the ManagementDiscussion and Analysis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has developed robust internal control systems by documenting procedurescovering financial and operating functions. These systems are providing a reasonableassurance with regard to its financial and operations controls.
Some significant features of the internal control systems are:
0 A detailed preparation and subsequent monitoring of both Annual Budgets & CapitalExpenditure budgets for all its functions.
0 SAP is used for control of all transactions including finance materials dispatchquality costing
etc. across all locations.
0 Internal audits are conducted by external auditors and they audit all aspects ofbusiness based on audit programmes finalized by the Audit Committee.
0 Review of the financial performance by Audit Committee.
Note No. 35 of the Financial Statements sets out the nature of transactions withRelated Parties. Transactions with Related Parties are carried out in the ordinary courseof business and at arm's length. The details of the transactions are tabled before theAudit Committee. Further details on this are explained in the Corporate Governance Report.None of the transactions with related parties falls under the scope of Section 188 (1) ofthe Companies Act 2013. Hence no particulars are being provided in Form AOC-2.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of the Companies Act 2013 and Rules made there underamended from to time your Company is not mandatorily required to spend any amount in viewof the losses. Your Company has however been undertaking CSR initiatives voluntarily.
CSR Committee constituted in terms of Section 135 of the Companies Act 2013 monitorsthe CSR activities undertaken by the Company as per CSR Policy. The CSR Policy has beenuploaded on the website of the Company: www.autostampings.com .
The employees from all plants of the Company voluntarily contribute their time byvisiting orphanages/ old age homes schools etc. to provide some companionship andsuccour to children and aged people.
Your Company identifies employable local youth and provides training to them undertheir Skill Development Centre.
ENVIRONMENT HEALTH AND SAFETY
Your Company is committed to provide a safe secure and healthy workplace and this hasbeen documented in the Health Safety and Environment (HSE) policy which is part of theOverarching Wellness strategy of your Company. Your Company has therefore adopted acomprehensive approach
to implement this by adopting Total Safety Culture' concept across itsoperations. All the Plants of the Company have been certified for EMS 14001 and OHSAS18001. All plants are especially focused on the wellness initiative.
Your Company has initiated a process for implementation of the British Safety Council(BSC) Certification. All plants have achieved four star ratings. Internal Audits of BSCfor health safety and environment have been conducted at all Plants every quarter andtraining and awareness initiatives have been undertaken. Health checks and counselling areextended to employees.
During the year the approach to safety has been further strengthened in all operationsof your Company. Regular safety drills and safety audits are conducted at all plants. Therequisite training is provided to the employees in Safety.
Your Company has taken initiatives to reduce its carbon footprint by reducing powerconsumption and selling steel scrap to be reprocessed and sold.
There is a continued focus on tracking of "near miss" incidences which hasresulted not only in reduction of reportable accidents but even in first aid injuries andnon- reportable accidents. Safety competitions presentations on safety kaizens mockdrills etc. are conducted for achieving a safe and healthy work environment.
Your Board of Directors are continually updated on Health Safety and Environmentrelated matters. QUALITY INITIATIVES
All the manufacturing Plants of your Company are certified under TS 16949 and ISO14001. Your Company has been implementing the Tata Business Excellence Model to buildexcellence in its business operations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment of Directors
During the year under review the Board made the following appointments based on therecommendations of Nomination and Remuneration Committee. In compliance with theprovisions of Companies Act 2013 the appointment of following Directors is being placedbefore the Members in the ensuing Annual General Meeting for their approval.
0 Appointment of Mr. Ramnath Mukhija (DIN: 00001653) as an Additional Directordesignated as Non-Executive and Independent Director of the Board with effect from March10 2017 to hold office upto the date of ensuing Annual General Meeting. Pursuant to theprovisions of Section 161 of the Companies Act 2013 and Article 37 of the Articles ofAssociation of the Company Mr. Mukhija vacates office and is eligible for appointment asNon-Executive Independent Director of the Company. His appointment will be effective upto retirement age as per the Governance Guidelines adopted by the Board i.e. upto February4 2019. As per the provisions of Section 149 of the Act he will not be liable to retireby rotation. Members are requested to refer to Item No.4 of the Notice of the AnnualGeneral Meeting and the Explanatory Statement for details of his qualifications andexperience.
0 Appointment of Mr. Harish Pathak (DIN: 02426760) and Mr. Bharatkumar Parekh (DIN01521346) as Additional Directors designated as Non-Executive and Non-IndependentDirectors of the Board with effect from March 10 2017 to hold office upto the date ofensuing Annual General Meeting. Pursuant to the provisions of Section 161 of the CompaniesAct 2013 and Article 37 of the Articles of Association of the Company Mr. Pathak and Mr.Parekh vacates office and are eligible for appointment as Non-Executive
Non- Independent Directors of the Company. Members are requested to refer to Item Nos.5 and 6 of the Notice of the Annual General Meeting and the Explanatory Statement fordetails of their qualifications and experience.
The Company has received notice in writing from a Member of the Company proposing thecandidature of each of them for the office of Director of the Company under Section 160 ofthe Companies Act 2013 along with the requisite deposit.
Retirement by Rotation and Resignation of Directors
Mr. Deepak Rastogi (DIN: 02317869) retired by rotation and was re-appointed in the 26thAnnual General Meeting held on July 25 2016.
Mr. Ajay Tandon (DIN: 00128667) will retire by rotation at the conclusion of theensuing Annual General Meeting and being eligible has offered himself for re-appointment.
Mr. Arvind Goel (DIN: 02300813) resigned as Director with effect from March 10 2017.The Board took on record its sincere appreciation for the valuable contribution made byhim during his tenure with the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are: Mr. Prashant Mahindrakar Manager designated asChief Executive Officer Mr. Ajay Joshi Chief Financial Officer and Mr. AshutoshKulkarni Company Secretary.
Mr. Anil Khandekar resigned as a Manager designated as Chief Executive Officer of theCompany with effect from January 14 2017 to pursue his interest elsewhere. The Boardplaced on record its sincere appreciation for valuable contribution made by him during histenure with the Company.
Mr. Prashant Mahindrakar was appointed as a Manager designated as Chief ExecutiveOfficer of the Company with effect from January 15 2017. The approval of the Members willbe obtained for his appointment and remuneration at the ensuing Annual General Meeting.Members are requested to refer to Item No. 7 of the Notice of the Annual General Meetingand the Explanatory Statement for details.
EVALUATION OF DIRECTORS THE BOARD & ITS COMMITTEES
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and as per Guidance Note on Board Evaluationissued by SEBI on January 5 2017 the Board has carried out the annual performanceevaluation for FY 2016-17 of (a) its own performance; (b) the Directors individually; and(c) the working of its Committees viz. Audit Committee' Nomination andRemuneration Committee' Corporate Social Responsibility Committee'. FinanceCommittee' and the Stakeholders Relationship Committee'. The details of evaluationprocess have been explained in the Corporate Governance Report.
The details of the Remuneration Policy as approved and adopted by Board are stated inthe Corporate Governance Report.
POLICY WRT QUALIFICATIONS ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
The Company has adopted the Guidelines on Board Effectiveness ("GovernanceGuidelines" or "guidelines") which inter-alia cover thecriteria for determining qualifications attributes and independence of a Director. Thedetails of the Policy are stated in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directorsunder Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149 (6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
BOARD AND COMMITTEE MEETINGS
The details of Board and Committee meetings held during the year are given in theCorporate Governance Report.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there has been no change in the nature of business of theCompany.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no adverse material changes or commitments occurring after March 312017which may affect the financial position of the Company or may require disclosure.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators / Courts whichwould impact the future operations / going concern status of the Company.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
There are no loans guarantees or investments made by Company under Section 186 of theCompanies Act 2013.
The Company has not accepted deposits under Chapter V of the Companies Act 2013. CORPORATEGOVERNANCE
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Report on Corporate Governance along with the Certificate ofCompliance from the Auditors forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including audit of internal financial controls over financialreporting by the Statutory Auditors and the reviews performed by the Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2016-17.
Accordingly pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:
1. in the preparation of the annual financial statements for the year ended March312017 the applicable accounting standards have been followed and there are no materialdepartures;
2. accounting policies have been selected and applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state
of affairs of the Company as at March 312017 and of the loss of the Company for theyear ended on that date;
3. proper and sufficient care have been taken for the maintenance of accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the Companyfor preventing & detecting fraud and/or other irregularities;
4. the annual accounts have been prepared on a going concern basis;
5. internal financial controls have been laid down by the Company and that suchinternal financial controls are adequate and are operating effectively; and
6. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed as Annexure I tothis Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12 (1) of Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isannexed as Annexure II to this Report.
At the end of March 2017 your Company had 584 employees (excluding trainees andapprentices) as compared to 636 employees as on March 2016.
Your Company accords high importance in building and sustaining healthy employeeengagement with the aim of achieving competitive productivity and harmonious workenvironment. The industrial relations during the year was remained peaceful. Your Companyhas been organizing "ASAL Premier League" consistently from last 3 years underSport & Cultural Activity. With a view to ensure prompt resolution of employee'sgrievances various Committees have been set up under the capable Chairmanships which areguided by Functional Heads / Department Heads e.g. Works Committee Health Safety andEnvironment Committee Prevention of Sexual Harassment Committee (POSH) etc. Thefunctioning of these Committees are regularly reviewed by the Management and the Board isalso updated regularly. During the year the Employee Engagement Survey has been carriedout which had shown significant improvement from 37% in year 2013 to 91% in year 2016.
Your Company has formed HR help desk initiative to resolve grievances/day to day issuesof employees within time bound manner. This results in maintaining transparent culture andhelp to increase satisfaction level of the employees. During the year your Companyreceived "Best HR Practices Award" from Vibrant HR Pune.
During the year your Company has signed a Long Term Wage Settlement Agreement'with workers union of Chakan plant which is unique and historical in many ways.Considering the competitive market scenario it has become essential to have substantialimprovement in the productivity on the shop floor. Your Company has been implementing TPMWCSQ Kaizen and other various systems to improve overall performance of all plants.
Information required under Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isset out in
Annexure III to this Report.
Information required under Section 197(12) of the Companies Act 2013 read with Rule 5(2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not given since there is no employee who received remuneration in excess ofthe limits prescribed therein.
The information required under Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure forming partof the Report. In terms of the first proviso to Section 136 of the Companies Act 2013 theReport and Accounts are being sent to the Members excluding the aforesaid Annexure. AnyMembers interested in obtaining the same may write to the Company Secretary at theRegistered Office of the Company. None of the employee listed in the said Annexure isrelated to any Director of the Company.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace in line with the provisions of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.The Policy aims to provide protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.Your Company has also constituted an Internal Complaints Committee known as thePrevention of Sexual Harassment (POSH) Committee to inquire into complaints of sexualharassment and recommend appropriate action.
Your Company has not received any complaint of sexual harassment during the financialyear 201617.
The details of Risk Assessment framework are set out in the Corporate Governance Reportforming part of the Board's Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has adopted a vigil mechanism. The details of the same are explained inthe Corporate Governance Report and also posted on the website of the Company.
NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES DURING THE YEAR
Your Company did not have any subsidiaries associates or joint ventures during theyear.
1. Statutory Auditors:
The Statutory Auditor Price Waterhouse Chartered Accountants firm Registration No.301112E hold office till the conclusion of ensuing Annual General Meeting of the Company.
In accordance with the provisions of Section 139 of the Companies Act 2013 B S R& Co. LLP Chartered Accountants (BSR) (Firm Registration No. 101248W/W-100022) areproposed to be appointed as Statutory Auditors for a period of 5 years from FY 2017-18 tohold such office from the conclusion of this 27th AGM till the conclusion of the 32ndAGM of the Company to be held in the FY 2022-23 subject to ratification of theirappointment at every AGM if so required under the Companies Act 2013.
Your Company has received consent for such appointment and a Certificate prescribedunder Section 141 of the Companies Act 2013 and the Companies (Audit and Auditors) Rules2014 from B S R & Co. LLP Chartered Accountants to the effect that their appointmentif made is within the prescribed limits under the Companies Act 2013 and that they arenot disqualified. Members are requested to consider the appointment of the StatutoryAuditors and authorise the Board of Directors to fix their remuneration.
2. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed SVD & Associates Company Secretaries for conducting Secretarial Auditof the Company for FY 2016-17. The Report of the Secretarial Audit is annexed herewith as AnnexureIV to this Report.
Based on the Audit Committee recommendations the Board has approved re-appointment ofSVD & Associates Company Secretaries for conducting the Secretarial Audit for FY2017-18.
The Auditors' Report and the Secretarial Audit Report for the year ended March 312017do not contain any qualification reservation and adverse remark.
AWARDS AND RECOGNITION
During the year your Company received the "Best Supplier - Delivery 2016Award" from Tata Motors Limited and the "Certificate ofAppreciation" from National Safety Council India for "MeritoriousPerformance in Safety" in Manufacturing Sector.
FORWARD LOOKING STATEMENTS
Certain statements describing the Company's Estimates Projections ExpectationsFuture Outlook Industry Structure and Developments may be construed "forward-lookingstatements" within the meaning of applicable laws and regulations. Actual results maydiffer materially from those either expressed or implied in this Report.
Your Directors place on record their sincere thanks and appreciation for the confidencereposed and continued support extended by Central and State Governments BankersCustomers Suppliers and Members. Your Board would like to place on record its sincereappreciation to the employees for the dedicated efforts and contribution in playing a verysignificant part in the Company's operations.
| ||For and on behalf of the |
| ||Board of Directors |
| ||Pradeep Mallick |
|Place: Pune ||Chairman |
|Date: May 22 2017 || |