Your Directors take pleasure in presenting the Thirty-first (31st) AnnualReport together with the Audited Financial Statements of your Company for the financialyear ended March 31 2021. The Management Discussion and Analysis forms part of thisReport.
FINANCIAL RESULTS -
(Rs. in Lakhs.)
| || |
|Particulars || |
| ||2020-21 ||2019-20 |
|Revenue from Sale of Products / Services (Net) ||33910.81 ||36224.42 |
|Other Operating Revenue ||2.21 ||15.88 |
|Other Income ||5.20 ||44.41 |
|Total Revenue ||33918.22 ||36284.71 |
|Cost of Materials Consumed (including change in inventories) ||25797.03 ||27913.39 |
|Employee Benefit Expense ||2920.12 ||3445.18 |
|Other Expenses ||5195.20 ||5836.07 |
|Earnings / (Loss) before Depreciation Financial Charges and Tax ||5.87 ||(909.94) |
|(EBIDTA) || || |
|Finance cost ||1829.34 ||1748.27 |
|Depreciation and Amortization Expense ||1146.42 ||1131.16 |
|Profit / (Loss) before exceptional item and Tax ||(2969.89) ||(3789.37) |
|Exceptional items ||- ||2100.00 |
|Tax Expense / (Credit) ||- ||12.00 |
|Profit/ (Loss) for the year ||(2969.89) ||(1701.37) |
|Other Comprehensive Income (OCI) ||(18.85) ||(26.89) |
|Total Comprehensive Income/ (loss) (net of taxes) ||(2988.74) ||(1728.26) |
Inview of the loss incurred by the Company during the year the Board of Directors ofthe Company has not recommended any dividend.
TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT 2013
Due to the loss incurred by the Company during the year your Company is not requiredto transfer any amount to General Reserve Account under the Companies Act 2013.
The paid up Equity Share Capital as at March 31 2021 was Rs. 1586.44 Lakhs comprisingof 15864397 equity shares of '10 each. During FY 2020-21 your Company has neitherissued any shares with differential voting rights nor has granted any stock options orsweat equity. As on March 31 2021 none of the Directors or the Key Managerial Personnelof the Company holds instruments convertible into equity shares of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENTS
The COVID 19 Pandemic affected the global economy in FY2020-21. The Indian AutoIndustry was affected by this pandemic and witnessed a negative growth of 14.04 per cent.The Passenger Vehicle segment which includes passenger cars vans and utility vehiclesregistered a negative growth of 10.58 per cent. Within this segment while the utilityvehicle market grew at 4.04 per cent the van segment and the passenger car segmentrecorded a negative growth of 18.50 per cent and 17.80 per cent respectively. Thecommercial vehicle (CV) segment also registered a negative growth of 17.42 per cent.Within the CV segment the medium and heavy duty commercial vehicle (M&HCV) segmentregistered a negative growth of 22.02 per cent and light commercial vehicle (LCV) segmentregistered a negative growth of 15.38 per cent. The Two wheeler segment registered anegative growth of 12.76% and three wheeler segments registered a negative growth of 46.06per cent also.
The chart given below shows the production of various categories of vehicles duringFY2020-21 vis-a-vis FY2019-20.
|Segment ||FY2019-20 ||FY2020-21 || |
|Passenger cars ||2156868 ||1772972 ||(17.80) |
|Utility vehicles ||1136209 ||1182085 ||4.04 |
|Vans ||131487 ||107164 ||(18.50) |
|Passenger Vehicles ||3424564 ||3062221 ||(10.58) |
|M&HCVs ||232414 ||181242 ||(22.02) |
|LCV ||524311 ||443697 ||(15.38) |
|Commercial vehicles ||756725 ||624939 ||(17.42) |
|Three Wheelers ||1132982 ||611171 ||(46.06) |
|Two wheelers ||21032927 ||18349941 ||(12.76) |
|Quadricycle ||6095 ||3836 ||(37.06) |
|Total of All Categories ||26353293 ||22652108 ||(14.04) |
During the period under review your Company has four manufacturing facilities atChakan Unit-1 Chakan Unit- 2 Pune (Maharashtra) Halol (Gujarat) and Pantnagar(Uttarakhand).
The Financial Year 2020-21 begin with the pandemic situation created by the spread ofthe Corona virus COVID-19 all over the world and day to day life across the globe came toa virtual stop and your Company was not an exception. The operations were disrupted at allthe manufacturing facilities of the Company. Your Company had to put a halt on itsoperations for some period during March 2020 to May 2020 considering the wellness andsafety of its people and complying with Government and Health authorities' advisoriesduring lockdown.
Your Company's sales during the first half of the year were impacted by lower volumesthan expected in all segments considering various developments in auto sector like BS-VInorms transition introduction of Electric Vehicles in passenger vehicle segment thatresulted into low inventory / production for all OEMs and which was further exacerbated byCOVID-19 related lockdown in March 2020. Some of the models under Passenger Car segmentand Commercial Vehicles segment on which your Company has heavy dependence recorded dropin volume and this had an adverse effect on sales. However during the second half Automarket showed signs of growth bouncing back to pre-Covid levels and higher in allsegments. All major customers witnessed including anchor customer of your Company recordeda positive growth in all segments.
In order to achieve operational efficiency and productivity improvements in quarter 4of of FY 2020-21 the Company has shifted manufacturing operations located at ChakanPlant- 2 Pune (Maharashtra) from "Survey No. 679/2/2 Alandi Road Kuruli ChakanTaluka - Khed District- Pune: 410 501" (leasehold premises) to the premises ofChakan Plant 1 located at Gat No 427 Medankarwadi June Chakan Taluka - Khed District-Pune: 410 501 Maharashtra India' and these operations have been merged with Chakan PlantI.
Further the Company has proposed to transfer ownership rights in the land along withbuilding located at Survey No. 173 Village-Khakharia Taluka: Savali Near GIDC Halol389 350 Gujarat India and land along with building located at Gat No. 427 MedankarwadiChakan Taluka: Khed Pune 410 501 Maharashtra. Management will seek necessary approvalsfrom concerned authorities. The Company will obtain shareholders' approval for thisproposal
Financial Year 2020-21 has been a challenging year and having endured and managed torecover from the disruptions induced by a once-in-a-century event the your Company iscautiously looking forward to 2022 with hopes of putting up a better show in thepost-COVID-19 world.
The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. It is focused on controlling the fixed costsmaintaining liquidity and meticulously managing supply chain issues to ensure that themanufacturing facilities operate smoothly.
Your Company operates its business in conformity with the highest ethical and moralstandards and employee centricity. In view of the outbreak of the pandemic your Companyundertook timely and essential measures to ensure the safety and well-being of itsemployees at all its plant locations and office.
The Management is confident that the cost reduction initiatives and operationalefficiencies are sustainable. Your Company has been aggressively managing its net workingcapital and was able to keep it under control.
Your Company is focused on achieving volume growth reduction in costs and improvingproduct portfolio. These measures will continue to drive improvement in your Company'sbusiness.
INCOME AND EXPENDITURE
During the year under review the net Sales excluding other operating income dropped by6.39 per cent to Rs. 33910.81 Lakhs as compared to previous year primarily due toreduction in Customer volumes & lower off take from key Customers. Other operatingrevenue decreased from Rs. 15.88 Lakhs to Rs. 2.21 Lakhs. Other income of Rs. 5.20 Lakhsmainly consists of gain on sale of assets of Rs. 36.45 Lakhs and other non- operatingincome of Rs. 7.96 Lakhs.
Cost of materials consumed (including change in stock) as a percentage to salesincreased by 1.90 per cent to 77.03 per cent because of change in the product mix. Inorder to mitigate the impact your Company is taking various cost reduction initiativeslike negotiations with customers and vendors blank optimization band tolerance CTS (Cutto Size) to coil ratio grade change resourcing and change in the product mix. TheManagement has been taking continuous steps to improve material yield.
Employee benefits expense decreased by 15.24 per cent as compared to previous year dueto changes in manpower requirements and outsourcing.
Other Expenses comprising Administration and Selling Expenses have decreased to Rs.5195.20 Lakhs largely due to reduction in sales as compared to previous year & costsrelated to rent and leasing logistic costs freight and forwarding charges rates andtaxes power and fuel packing materials machinery repairs and maintenance consultancyfees etc. During FY 2020-21 Finance cost increased to Rs. 1829.34 Lakhs due to increasedborrowings.
Your Company is taking various initiatives on productivity improvements and costreduction Programmes.
Key Financial Ratios
|Sr. No ||Ratios ||31.3.2021 ||31.3.2020 ||% change |
|1 ||Debtors Turnover ||10.89 ||11.44 ||(13.99) |
|2 ||Inventory Turnover ||36.67 ||20.19 ||83.91 |
|3 ||Interest Coverage Ratio ||0.00 ||0.67 ||(99.52) |
|4 ||Current Ratio ||0.35 ||0.36 ||7.33 |
|5 ||Debt Equity Ratio ||9.72 ||9.03 ||7.69 |
|6 ||Operating Profit Margin (%) ||(3.36) ||(5.63) ||(40.28) |
|7 ||Net Profit Margin (%) ||(8.76) ||(4.69) ||86.54 |
|8 ||Return on Net Worth ||(33.47) ||(28.92) ||15.76 |
1. Current ratio is slightly increased as compared to previous FY 2019-20 mainly due toinventories.
2. Increase in debt during FY 2020-21 as compared to previous FY 2019-20 resulted inslight increase in debt equity ratio.
3. During the year under review the net Sales dropped by 6.42 per cent to Rs. 33913Lakhs as compared to previous year primarily due to reduction in Customer volumes &lower off take from key Customers.
OPPORTUNITIES AND THREATS
Investment in Technology / Process
To meet the Customer's expectations it is important for the automotive industry tocontinuously upgrade its technology and processes. Your Company is also upgrading itstechnology to participate in new vehicle programmes launched by Customers. During the yearunder review your Company has implemented and productionised automation in weld shop forvarious new programmes especially at Chakan plant. Your Company has implemented SCADA(Supervisory Control and Data Acquisition) based Automated BAR CODE System for RTB higherend assembly for a customer passenger car (Nexon) Program. SCADA is a control systemarchitecture comprising computers networked data communications and Graphical UserInterfaces (GUI) for high-level process supervisory management while also comprisingother peripheral devices like programmable logic controllers (PLC) and discreteproportional-integral-derivative (PID) controllers to interface with process plant ormachinery. All these efforts have resulted in improvement in productivity and customersatisfaction.The profitability of the Indian Auto Components Industry is likely tocontinue to be subdued due to pricing Pressures from OEMs.
Company's own technology / processes / system improvement plan:
Your Company is undertaking various new technology initiatives process upgradation andsystem enhancements like installation of Robotic Welding Lines for new Customer programmesat Chakan and Pantnagar plants
Your Company operates only in the Automobile Component Segment in the Domestic Market.
The COVID 19 Pandemic affected the global economy in FY2020-21. The Auto Industry wasaffected by this pandemic and witnessed a negative growth of 14.04 per cent. The PassengerVehicle segment which includes passenger cars vans and utility vehicles registered anegative growth of 10.58 per cent. Within this segment while the Utility vehicle marketgrew at 4.04 per cent the Van segment and the Passenger Car segment recorded a negativegrowth of 18.50 per cent and 17.80 per cent respectively. The Commercial Vehicle segmentalso registered a negative growth of 17.42 per cent. Within the CV segment the M&HCVsegment registered a negative growth of 22.02 per cent and LCV segment registered anegative growth of 15.38 per cent. The Two wheeler segment registered a negative growth of12.76% and three wheeler segments registered a negative growth of 46.06 per cent also.
According to outlook of SIAM in financial year 2021-22 there is estimated growth of22% in the passenger vehicles 28% in Commercial Vehicle 18% in 2 & 3 wheeler vehiclesegment and 13 % in tractor segment.
Considering the vaccination drive for all age groups we expect that the growth willpick-up from AugRs. 2021 onwards subject to all parts available for OEM to build thevehicle and supply chain issues that may create adverse impact and put brakes to growthmomentum temporarily.
Apart from the cost reduction programmes your Company has been aggressively pursuingnew business opportunities in off- road Commercial Vehicles and Three Wheeler Segment bytargeting greater share of business from existing and new Customers and ramp up ofbusiness in Utility Vehicle Segment. This will not only increase the sales but also willhelp to reduce the dependency on one segment resulting in reducing overall risk.
Your Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business with the required support from the Promoter Companyas well. Your Company is focusing more on off road and commercial vehicle segment whereinrecently Government has announced economic relief package to agriculture &infrastructure sector. The said plan takes into account reductions in costs throughoperational efficiency improvement initiatives and rationalization of existingoperations adding new businesses crude oil prices and increase in sales volumes from theexisting and new customers etc. which will help in improving the Company's futurefinancial performance.
However key concerns relates to slowing down in economy fast recovery of autoindustry higher prices of BS- VI rollout vehicles impact of Axle load norms rise incommodity price and dipped consumer sentiment owing to uncertainty surrounding thePandemic continue to be challenging times for the auto industry.
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:
Concentrated Customer Base: Your Company has taken steps to mitigate this riskby business development activities to enhance and increase the customer base and strivingto increase share of business with existing customers where Company's share is low.
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.
Market risk: The COVID-19 pandemic can lead to disruption in supply chainmanagement and manufacturing processes that may impact business goals and profitability.Your Company is taking all necessary measures to minimize the impact of COVID-19 outbreak.
Your Company is working diligently to mitigate the above risks and concerns.
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
Internal financial control systems of the Company are commensurate with its size andthe nature of its operations. Your Company has developed internal control systems bydocumenting procedures covering financial and operating functions. These systems areproviding a reasonable assurance with regard to its financial and operations controls. TheAudit Committee satisfied itself of the adequacy and effectiveness of the internalfinancial control system as laid down and kept the Board of Directors informed.
Some significant features of the internal control systems are:
SAP is used for control of all transactions including finance materialsdispatch quality costing etc. across all locations.
A detailed preparation and subsequent monitoring of both Annual Budgets &Capital Expenditure budgets for all its functions.
Internal audits are conducted by external auditors and they audit all aspects ofbusiness based on audit programmes finalized by the Audit Committee.
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 time to time your Company is not mandatorily required to spend any amount inview of the losses. Your Company has however been undertaking CSR initiatives voluntarily.CSR Committee constituted in terms of Section 135 of the Companies Act 2013 monitors theCSR 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 allplants of the Company voluntarily contribute their time by visiting orphanages/ old agehomes schools etc. to provide some companionship and succor to children and aged people.
ENVIRONMENT HEALTH AND SAFETY
Company is committed to provide a safe secure and healthy workplace and this has beendocumented in the Health Safety and Environment (HSE) policy which is part of theOverarching Wellness strategy of Company. Company has therefore adopted a comprehensiveapproach to implement this by adopting 'Total Safety Culture'concept across itsoperations. All the Plants of your Companyhave been certified for EMS 14001 and OHSAS18001 and National SafetyCouncil (NSC). During the period under review all plants areespecially focused on the wellness (Safety) initiative like Safety week celebrationannual medical checkup road safety traffic management in plant premises and monthlywellness programme have been conducted by Group Medical Chief Officer.
Your Company has engaged the British Safety Council (BSC) for certification. YourCompany is in process of getting BSC Certification in the FY 2020-21. Internal Audits ofBSC for health safety and environment have been conducted at all Plants every quarterwherein all plants received 5 star ratings. Further safety training and awarenessinitiatives have been undertaken during the year. Health checks and counseling areextended to employees by Group Medical Chief.
During the year the approach to safety has been further strengthened in all operationsin our company. Regular safety drills and safety audits are conducted at all plants. Therequisite training is provided to the employees in Safety. Safety enforcement iscontinuously being monitored and the company is taking guidance from reputed agencies inthis activity.
To mitigate pandemic situation continuous awareness of risks is being evaluated andsteps like wearing of masks sanitization social distancing SOPS in canteen facepunching instead of thumb punching punching cards given to all official stafftemperature checking is being done. The company is connecting to local agencies fordissipation of information like vaccination centres. 80% of employees above the age of 45have already taken the vaccine.
Company has taken initiatives to reduce its carbon footprint by reducing powerconsumption and selling steel scrap to be reprocessed and sold. Also initiated reuse ofcartoon boxes for normal packing.
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 kaizensenvironment mock drills etc. are conducted for achieving a safe and healthy workenvironment.
Your Company has taken initiatives to reduce its carbon footprint by reducing powerconsumption and selling steel scrap to be reprocessed and sold.
Your Board of Directors are regularly updated on Health Safety and Environment relatedmatters.
All the manufacturing Plants of your Company are certified under TS 16949 and ISO1400118001. Your Company has been implementing the Tata Business Excellence Model tobuild excellence in its business operations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment of Directors
At the 30th Annual General Meeting of the Company held on August 20 2020 Ms. BhavanaBindra was appointed as Independent Director of the Company for first term of five yearsw.e.f. July 15 2019.
Retirement / resignation / Cessation of Directorship
Mr. Sanjay Sinha (DIN: 01521346) retired by rotation and was re-appointed in the 30thAnnual General
Meeting held on August 20 2020. Mr. Deepak Rastogi (DIN: 08210898) will retire byrotation at the conclusion of the ensuing Annual General Meeting and being eligible hasoffered himself for re-appointment.
During the year there was a casual vacancy due to sad demise of Mr. ShrikantSarpotdar Independent Director of the Company. The Board of Directors placed on recordits sincere appreciation for the valuable guidance and immense contributions made by Mr.Shrikant Sarpotdar during his tenure as Director of 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. Jitendraa Dikkshit Manager designated asChief Executive Officer Mr. Yogesh Jaju Chief Financial Officer and Mr. Prasad ZinjurdeCompany Secretary.
During the period under review Mr. Ashutosh Kulkarni resigned as a Company Secretaryof the Company with effect from close of working hours of August 26 2020. The Boardplaced on record his sincere appreciation for valuable contribution made by him during histenure with the Company.
Mr. Prasad Zinjurde was appointed as Company Secretary of the Company w.e.f. October19 2020. 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 2020-21 of (a) its own performance; (b) the Directors individually; and(c) the working of its Committees viz. 'Audit Committee' 'Nomination and RemunerationCommittee' 'Corporate Social Responsibility Committee' and the 'Stakeholders RelationshipCommittee'. The details of evaluation process have been explained in the CorporateGovernance 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 the criteria fordetermining qualifications attributes and independence of a Director. The details of thePolicy 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 and SEBI Listing Regulations that :
a) they meet the criteria of independence laid down in Section 149 (6) of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
b) they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external influence pursuantto Regulation 25 of the Listing Regulations.
c) they have complied with the requirement of inclusion of their name in the data bankmaintained by Indian Institute of Corporate Affairs as envisaged under Companies(Appointment and Qualification of Directors) Fifth Amendment Rules 2019 as applicableand they hold valid registration certificate with Data Bank of Independent Directors.
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
The Company has prepared a strategic plan for the next five years after recognizingeffect of COVID 19. With continued efforts the company is expected to address materialuncertainty in future. Also the performance of the Company has improved quarter on Quarterbasis. Further there have been no material changes and commitments which affect thefinancial position of the company which have occurred between the end of the financialyear to which the financial statements relate and the date of this Report.
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 duringthe year under review. No amount on account of principal or interest on deposit frompublic was outstanding as on March 31 2021.
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 2020-21.
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 March312021 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 31 2021 and of the loss of theCompany for the year 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 to thisReport.
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 as amended from time to time the extract ofAnnual Return in Form MGT-9 is annexed as Annexure II to this Report.
The extract of the Annual Return of the Company can also be accessed on the website ofthe Company at www.autostampings.com
At the end of March 2021 your Company had 435 employees (excluding trainees andapprentices) as compared to 570 employees as on March 31 2020.
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 remained peaceful. With a view toensure prompt resolution of employee's grievances various Committees have been set upunder the capable Chairmanships which are guided by Functional Heads / Department Headse.g. Works Committee Health Safety and Environment Committee Prevention of SexualHarassment Committee (POSH) etc. The functioning of these Committees are regularlyreviewed by the Management and the Board is also updated regularly.
Your Company has HR help desk to resolve grievances/day to day issues of employeeswithin time bound manner. This results in maintaining transparent culture and help toincrease satisfaction level of the employees.
Considering the competitive market scenario it has become essential to havesubstantial improvement in the productivity on the shop floor. Your Company has beenimplementing TPM WCSQ Kaizen and other various systems to improve overall performance ofall 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 2014are set 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 e-mail -email@example.com. None of the employee listed in the said Annexure is related to anyDirector 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. Awareness Programmes were conducted atvarious plants of the Company. Your Company has not received any complaint of sexualharassment during the financial year 2020- 21.
Your Company has not received any complaint of sexual harassment during the financialyear 2020- 21.
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 under review. AUDITORS
1. Statutory Auditors:
At the 27th AGM held on July 28 2017 pursuant to the provisions of the Act and theRules made thereunder B S R & Co. LLP Chartered Accountants Pune (Firm Registrationno. 101248W/W-100022) were appointed as Statutory Auditors of the Company to hold officefor a period of 5 years from the conclusion of 27th AGM held on July 28 2017 till theconclusion of 32nd AGM to be held in FY 2022-23.
The Statutory Auditors' Report for FY 2020-21 on the financial statement of the Companyforms part of this Annual Report.
There are no qualifications reservations or adverse remarks made by the statutoryauditors in their audit reports on the financial statements for the year ended March 312021. The observations of the Statutory Auditors in their Reports are self-explanatory andtherefore Directors don't have any further comments to offer on the same.
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 M/s. Prajot Tungare & Associates Practicing Company Secretaries forconducting Secretarial Audit of the Company for FY 2020-21. The Report of the SecretarialAudit is annexed herewith as Annexure IV to this Report. There are no qualificationsreservations or adverse remarks or disclaimer in the said report and therefore Directorsdon't have any further comments to offer on the same Pursuant to Listing Regulations readwith SEBI circular No.LIST/COMP/14/2018 dated June 20 2018 a certificate from M/s.Prajot Tungare & Associates Practicing Company Secretaries that none of the Directorson the Board of the Company have been debarred or disqualified from being appointed orcontinuing as directors of companies by the Board/Ministry of Corporate Affairs or anysuch statutory authority is annexed to Corporate Governance Report.
COMPLIANCE OF SECRETARIAL STANDARDS
The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India ('ICSI') and that such systems were adequate and operatingeffectively.
REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor the secretarialauditors has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.
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 Bhargava) |
| ||Chairman |
|Place: Pune ||(DIN: 00525234) |
|Date : April 26 2021 || |