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Munjal Auto Industries Ltd.

BSE: 520059 Sector: Auto
NSE: MUNJALAU ISIN Code: INE672B01032
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VOLUME 10109
52-Week high 58.40
52-Week low 36.00
P/E 15.84
Mkt Cap.(Rs cr) 520
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OPEN 52.10
CLOSE 52.00
VOLUME 10109
52-Week high 58.40
52-Week low 36.00
P/E 15.84
Mkt Cap.(Rs cr) 520
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Munjal Auto Industries Ltd. (MUNJALAU) - Director Report

Company director report

Dear Members

Your Directors are pleased to present 37th Annual Reporttogether with the audited financial statements for the financial year ended March 312022.

1. THE STATE OF COMPANY?S AFFAIRS:

(i) FINANCIAL RESULTS - STANDALONE AND CONSOLIDATED

The Company?s financial performance for the year ended March 312022 is summarized below: -

(Amount Rs in Lakhs)

Standalone Consolidated
Particulars Year ended Year ended Year ended Year ended
March 31 2022 March 31 2021 March 31 2022 March 31 2021
Revenue from operations 170655.10 198196.13 191567.74 212263.92
Other income 914.49 957.44 545.47 532.62
Total Income 171569.59 199153.57 192113.21 212796.54
Profit before depreciation exceptional item and tax 5103.18 5522.71 7640.98 7218.81
(Less): Depreciation (2098.97) (2247.92) (3574.15) (3901.11)
(Less): Exceptional item - - - -
Profit before Tax 3004.21 3274.79 4066.83 3317.70
(Less): Taxation
- Current year (929.17) (923.72) (1304.79) (999.20)
- Earlier years 13.96 (6.46) 15.00 (6.46)
- Deferred tax (8.46) (241.99) 184.16 (267.98)
Profit after tax 2080.54 2102.62 2961.20 2044.06
Attributable to:
Shareholders of the Company 2080.54 2102.62 2679.39 2062.80
Non-controlling interests - - 281.81 (18.74)
Opening balance for retained earnings 27698.98 25522.85 27154.35 25091.55
Closing balance for retained earnings 29779.52 27698.98 29833.74 27154.35
Earnings per share (in ) 2.08 2.10 2.96 2.04

(ii) STANDALONE FINANCIAL HIGHLIGHTS/SUMMARY

During FY 2021-22 total income of the Company was Rs 1716 Crores ascompared to Rs 1992 Crores in FY 202021 showing drop of about 13.86%.

Profit before tax and Profit after tax were Rs 30.04 Crores and Rs20.81 Crores respectively for the FY 2021-22 as against Rs 32.75 Crores and Rs 21.03Crores respectively in the previous year.

(iii) CONSOLIDATED FINANCIAL HIGHLIGHTS/ SUMMARY

During FY 2021-22 total income of the Company was Rs 1921 Crores ascompared to Rs 2128 Crores in FY 202021 showing drop of about 9.72%.

Profit before tax and Profit after tax were Rs 40.67 Crores and Rs29.61 Crores respectively for the FY 2021-22 as against Rs 33.18 Crores and Rs 20.44Crores respectively in the previous year.

2. PERFORMANCE AND CONTRIBUTION OF SUBSIDIARY

(i) PERFORMANCE OF SUBSIDIARY

Revenue from operations of Indutch Composites Technology PrivateLimited (ICTPL) was Rs 209.13 Crores in FY 2021-22 as against Rs 140.68 Crores in theprevious year.

Profit before tax and Profit after tax of ICTPL were Rs 905.64 Lakhsand Rs 723.67 Lakhs respectively during the current year as against Rs 57.36 Lakhs and (-)Rs 44.11 Lacs respectively in the previous year.

(ii) CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING CONTRIBUTION TOOVERALL PERFORMANCE OF THE COMPANY)

The consolidated financial statements of the Company are prepared inaccordance with the Indian Accounting Standards (Ind AS) - 110 on Consolidated FinancialStatements Section 129 of the Companies Act 2013 ("the Act") read with theCompanies (Accounts) Rules 2014 and Regulation 33 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") along with aseparate statement containing the salient features of the financial performance of itssubsidiary in the prescribed form. The audited consolidated financial statements togetherwith Auditors? Report form part of the Annual Report and reflect the contribution ofthe subsidiary to the overall performance of the Company.

3. COVID-19 AND ITS IMPACT

FY 2021-22 started on a weak note with the second wave of the COVID-19pandemic impacting sentiment and supply chain disruptions which pushed up inflation.However strong commitments from the Government and the apex bank to maintain the statusquo on interest rates while maintaining enough liquidity aided the revival and seem tohave set in motion a multi-year earnings growth cycle.

Your Directors have been periodically reviewing with the Managementthe impact of Covid-19 on the Company.

The physical and emotional well being of employees continues to be atop priority for the Company with several initiatives to support employees and theirfamilies during the pandemic.

4. DIVIDEND

Your Directors have pleasure to recommend a dividend @ 50% i.e. Rs1.00/- on equity share of Rs 2/- each for the financial year ended March 312022. Thedividend if approved by the members in the ensuing Annual General Meeting would absorbRs 1000 lakhs out of the distributable profits available.

Dividend Distribution Policy of the Company as per the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (‘ListingRegulations?) is available at the following link:https://munjalauto.com/wp-content/uploads/2021/09/Dividend- Distribution-Policy.pdf

5. CHANGE IN NATURE OF BUSINESS

During FY 2021-22 there was no change in the nature of Company?sbusiness.

6. CAPACITY UTILIZATION & PLANT OPERATIONS

During FY 2021-22 your Company focused on optimizing investments andensuring business continuity to enhance market share across various platforms.

All four units of the Company located at Waghodia in Gujarat Bawal aswell as Dharuhera in Haryana and Haridwar in Uttarakhand are running well and continue tooperate at a satisfactory level of efficiency.

7. CHANGES IN CAPITAL STRUCTURE

The paid-up equity capital as on March 312022 stood at Rs 20 Croreconsisting of 10 Crore Equity Shares of Rs 2/- each with no change as compared to previousfinancial year.

The Company has not issued any equity shares during the year.Accordingly the Company is neither required to furnish any information in respect ofissue of equity shares with differential rights pursuant to Rule 4(4) of Companies (ShareCapital and Debentures) Rules 2014 (‘SCD Rules?) nor in respect of issue ofEmployees Stock Option pursuant to Rule 12(9) of SCD Rules nor in respect of issue ofSweat Equity Shares pursuant to Rule 12(9) of SCD Rules. The Company has only one class ofequity shares with face value of Rs 2/- each ranking pari- passu.

8. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of applicable provisions of the Act and the Articles ofAssociation of the Company Mrs. Anju Munjal Director of the Company retires by rotationat the ensuing annual general meeting and being eligible offers herself forre-appointment. Her reappointment is recommended by the Nomination and RemunerationCommittee. Brief resume and other details of Mrs. Anju Munjal who is proposed to bere-appointed as a Director of your Company have been furnished in the explanatorystatement to the notice of the ensuing annual general meeting.

9. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEESAND OF INDIVIDUAL DIRECTORS

Annual evaluation of the performance of the Board its Committees andof Individual Directors forms part of Corporate Governance Report.

10. QUALITY

Your Company is focusing on quality right from new product developmentstage such as design of processes manufacturing of tools fixtures & dies to ensurequality output. This is the attribute of your Company which has enabled it to sustain as aconsistent quality producer over the years.

11. FINANCE

Your Company continued to focus on operational improvement. Continuingfocus on managing optimal levels of inventory sound business performance operatingefficiencies in various segments of business and cost saving drive across the organizationhave helped it generating smooth cash flow from operations.

Your Company was able to raise the short-term/long term funds neededfor its working capital related requirements & term loans for new capital expenditureat competitive rates. Your Company continues to enjoy excellent credit ratings for bothlong and short tenure borrowings and maintains impeccable debt-servicing track recordwhich helps it retain excellent rapport with all of its bankers.

12. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporategovernance and adheres to the corporate governance requirements set out by SEBI. TheCompany has been practicing the principles of good corporate governance over the years andlays strong emphasis on transparency accountability and integrity. The report onCorporate Governance as stipulated under the Listing Regulations forms an integral part ofAnnual Report.

Certificate of Corporate Governance and Non-Disqualification ofDirectors issued by Secretarial Auditor of the Company is attached to the CorporateGovernance Report as Annexure II and Annexure III respectively.

13. TRANSFER TO GENERAL RESERVE

The Company is not required to transfer any amount to its reserves.Accordingly no amount has been transferred to General Reserve of the Company.

14. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review your Company has transferredunpaid/unclaimed dividend amounting to Rs 17.08 Lakhs for FY 2013-14 and related 89160shares to the Investor Education and Protection Fund Authority (IEPF) of the CentralGovernment of India.

15. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in ‘Annexure A? of this report in the format prescribedin the Companies (Corporate Social Responsibility Policy) Rules 2014. For other detailsregarding the CSR Committee please refer to the Corporate Governance Report. CSR Policyis available on the Company?s website on www.munjalauto.com.

The Company has spent Rs 62.00 Lakhs as against the amount required tobe spent on CSR activities during the year under review in accordance with the provisionsof Section 135 of the Act of Rs 56.46 Lakhs.

16. POLICY RELATING TO PREVENTION OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

The Company has in place Anti Sexual Harassment Policy to treat womenemployees with dignity and no discrimination against them plus zero tolerance towards anysexual abuse to abide by letter and spirit requirements of the Sexual Harassment of Womenat the Workplace (Prevention Prohibition and Redressal) Act 2013 and rules framed thereunder and redressal of complaints of sexual harassment at work place. Internal complaintscommittee has been set up to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary and trainees) are supposed to adhere to andconduct themselves as prescribed in this policy. The summary of sexual harassmentcomplaints received and disposed off during the financial year under review is as under:

- Number of Complaints Received - Nil

- Number of Complaints Disposed off - Nil

17. DEPOSITS

Your Company has neither accepted nor renewed any deposits within themeaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules2014 for the year ended March 31 2022.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the FY 2021-22 your Company has not given any guarantees orsecurities within the meaning of the provisions of Section 186 of the Act.

However the aggregate of loans and advances granted as alsoinvestments made if any are within the limits of Section 186 of the Act and have beendisclosed in financial statements.

19. DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of its knowledge and ability confirm that:

a) In the preparation of the annual accounts financial year ended March312022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2022 andof the profit and loss of the Company for the financial year ended March 31 2022 underreview;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the financial year endedMarch 31 2022 on a going concern basis;

e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and

f) they have devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During FY 2021-22 there were no materially significant related partytransactions entered into by the Company with the Promoters Directors Key ManagerialPersonnel or other designated persons which might have potential conflict with theinterest of the Company at large.

None of the transactions with related parties fall under the scope ofSection 188(1) of the Act. All related party transactions are placed before the AuditCommittee for its approval. During the year under review the Audit Committee approvedtransactions through the omnibus mode in accordance with the provisions of the Act andListing Regulations. Related party transactions were disclosed to the Board on regularbasis as per Ind AS- 24. Details of related party transactions as per Ind AS-24 may bereferred to in Note 57 of the Standalone Financial Statements.

21. HOLDING/SUBSIDIARY COMPANY

During the FY 2021-22 Thakurdevi Investments Private Limited (TDIPL)continues to be holding Company of the Company holding 74.81% Equity Share Capital of theCompany.

During the FY 2021-22 Indutch Composites Technology Pvt. Ltd. (ICTPL)continues to be subsidiary company. Munjal Auto Industries Limited continues to hold 68%Equity Share Capital of ICTPL. The annual accounts of subsidiary companies are availableon the website of the Company viz. www.munjalauto.com.

There are no associates or joint venture companies within the meaningof Section 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the holding or subsidiary.

22. AUDIT COMMITTEE RECOMMENDATIONS

During the FY 2021-22 the Board has accepted all recommendations ofAudit Committee and accordingly no

disclosure is required to be made in respect of non-acceptance of anyrecommendation of the Audit Committee by the Board.

23. INTERNAL FINANCIAL CONTROL

The Corporate Governance Policy guides the conduct of the affairs ofyour Company and clearly describes the roles responsibilities at each level of its keyfunctionaries involved in governance. Your Company has in place adequate internalfinancial controls with reference to the Financial Statements. During the year underreview no reportable material weakness in the operation was observed. Regular audit andreview processes ensure that such systems are reinforced on an ongoing basis.

24. INSURANCE

Your Company?s assets are adequately insured against multiplerisks from fire riot earthquake terrorism and other risks which are considerednecessary by the Management.

As an additional coverage a Public Liability Insurance Policy is alsoin place to cover public liability if any arising out of any industrial accidents. TheCompany has also covered the Directors? and Officers? liability under the Act tomeet with any eventuality.

25. RATINGS FOR BORROWING

ICRA the rating agency has reaffirmed AA- with stable outlook for thelong-term ratings for bank facilities and A1+the shortterm rating for short term bankfacilities and commercial paper of your Company vide letter dated October 04 2021. Theaforesaid rating is valid till June 30 2022.

26. AUDITORS

(i) Statutory Auditors

The Company?s Auditors M/s. K. C. Mehta & Co. CharteredAccountants (Firm Registration Number - 106237W) were appointed as the Statutory Auditorsof the Company upto the conclusion of the forthcoming 37th Annual GeneralMeeting however they have intimated to the Company that their firm is converted into theLimited Liability Partnership with the name K. C. Mehta & Co. LLP with effect fromJune 07 2022. They have given their consent for re-appointment as the Statutory Auditorsfor the second term of five years. They are holding a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India.

Members are requested to approve their appointment as the Auditors ofthe Company and to fix their remuneration as recommended by the Board pursuant to Section139 of the Companies Act 2013. The Statutory Auditors have confirmed that they satisfythe criteria of independence as required under the provisions of the Companies Act 2013.

(ii) Internal Auditors

Mukund and Rohit Chartered Accountants were Internal Auditors sinceApril 1991 upto financial year 2021-22. With deep regret they have expressed inabilityto be considered for their appointment as Internal Auditor for the year 2022-23.

Your directors have taken on record appreciation for their valuablecontributions by way of high level of motivation and there by inculcating discipline aswell as their urge to continue in pursuit of excellence in the achievement of the goals ofthe Company.

The Company is in process to identify new Internal Auditor.

(iii) Secretarial Auditors

As required under Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company is required to appointa Secretarial Auditor for auditing secretarial and related records of the Company.

The Secretarial Audit Report for the year 2021-22 given by M/s. DeveshPathak & Associates Practising Company Secretaries Vadodara is attached as ‘AnnexureB? to this Report.

The Board at its meeting held on May 27 2022 has reappointed M/s.Devesh Pathak & Associates Practising Company Secretaries Vadodara as SecretarialAuditors for the financial year 2022-23.

(iv) Cost Records and Audit

The company is neither required to maintain Cost Records nor requiredto appoint Cost Auditor pursuant to Section 148 of the Act.

27. EXPLANATIONS/COMMENTS ON STATUTORY AUDITORS? REPORT &SECRETARIAL AUDITORS? REPORT

Neither the Statutory Auditors nor the Secretarial Auditors of theCompany in their respective reports have made any qualifications reservations adverseremarks or disclaimers. Accordingly no explanations/ comments thereon are required to befurnished.

28. AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisionsof Section 177 of the Act read with Regulation 18 of the Listing Regulations. The Chairmanof the Audit Committee is an Independent Director. The Audit Committee of the Boardprovides reassurance to the Board on the existence of an effective internal controlenvironment that ensures the efficiency and effectiveness of the operations of the Companyand

safeguarding of assets and adequacy of provisions for all liabilities.Further details on the Audit Committee and its terms of reference etc. have been furnishedin Corporate Governance Report.

29. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee (NRC) isin line with the Section 178 of the Act read with Regulation 19 of the ListingRegulations. The Committee determines overall Company?s Policy on remunerationpackages and other terms and conditions of the appointment of the Executive Directors andsenior management of the Company as well as sitting fees to the Non-Executive Directors ofthe Company and also to approve payment of remuneration to Managing Director and WholeTime Directors as decided by the members of the Company and recommends to the Board ofDirectors for their consideration and approval. The details of meetings and theirattendance are included in the Corporate Governance Report.

30. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders? Relationship Committee (SRC)is in line with the Section 178 of the Act and Regulation 20 of the Listing Regulations.The Committee looks into investors? grievances arising out of issues regarding sharetransfers dividends dematerialization and related matters evaluating performance andservice standards of the Registrar and Share Transfer Agent and takes requisite action(s)to redress the same. The details of meetings and their attendance are included inCorporate Governance Report.

31. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors underSection 143(12) of the Act and rules framed thereunder either to the Company or to theCentral Government.

32. ANNUAL RETURN ON THE WEBSITE

Pursuant to section 92(3) read with 134(3)(a) of the Acta copy of theannual return is placed on the website of the Company

i.e. www.munjalauto.com and can be accessed at https://munjalauto.com/finance/annual-reports/.

33. CODE OF CONDUCT

The Code of Conduct is applicable to the members of the Board and alldesignated employees in the course of day to day business operations of the Company. TheCode laid down by the Board is known as "Code of Conduct and Fair Disclosure ofUnpublished Price Sensitive Information" which forms an Appendix to the Code ofConduct of the Company which is in line with SEBI (Prohibition of Insider Trading)Regulation 2018 as amended from time to time.

The Company has received affirmations from Board members as well assenior management confirming their compliance with the said Code for FY 2021-22.

The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and dealing with stakeholders. All the Board members and the senior managementpersonnel have confirmed their compliance with the Code. All management personnel arebeing provided appropriate training in this regard.

34. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a vigil mechanism/whistle blower policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of strengthperformance and passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder?s responsibility.

35. PREVENTION OF INSIDER TRADING

The Code requires pre-clearance for dealing in the Company?sshares and prohibits the purchase or sale of Company shares by the directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the ‘Trading Window? isclosed. The Board is responsible for implementation of the code. All Directors and thedesignated employees have confirmed compliance with the code.

36. BOARD MEETINGS

Four meetings of the Board of Directors were held during the financialyear 2021-22. Details of the composition of the Board and its committees and of themeeting held attendance of the Directors of such meetings and other relevant details areprovided in the Corporate Governance Report.

37. RISK MANAGEMENT POLICY

Your Company has a well-defined risk management framework in place.Further your Company has established procedures to periodically place before the Boardthe risk assessment and minimization procedures being followed by the Company and stepstaken by it to mitigate these risks. Moreover in terms of Regulation 21 of the ListingRegulations Risk Management committee also is in place. Its details have been furnishedin the Corporate Governance Report.

38. CHANGES AND COMMITMENTS

The Company has entered into Deed of Assignment(s) on April 26 2022for transfer of Company?s surplus leasehold land admeasuring about 168292 SquareMeters situated at 187 GIDC Industrial Estate at Waghodia Vadodara at lump sumconsideration of Rs 50.48 Crore. The transferee is a third party and does not belong tothe promoter/promoter group/ group Companies. The transaction does not fall within thepurview of Related Party Transactions.

Except above no material changes and/or commitment affecting thefinancial position of your Company has occurred between April 12022 and the date ofsigning of this report. Your Company did not foresee any significant incremental risk tothe recoverability of its assets or in meeting its financial obligations over theforeseeable future given early and required steps taken to contain protect and mitigatethe exposure.

39. PARTICULARS OF EMPLYOEES

The Statement of disclosure of remuneration under Section 197 of theAct and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed to this report as ‘Annexure C?. The information asper Rule 5(2) of the Rules forms part of this report. However in terms of provisions ofSection 136 of the Companies Act 2013 the report and Financial Statements are being sentto the members of the Company excluding the statement of particulars of employees underRule 5(2) of the Rules. Any member interested in obtaining a copy of the said statementmay write to the Company Secretary at the registered office of the Company.

40. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is enclosed as ‘AnnexureD? and forms part of this report.

41. INDUSTRIAL RELATIONS

Industrial relations have remained cordial throughout the year in theCompany at its all units.

42. ENVIRONMENT HEALTH SAFETY AND SOCIAL RESPONSIBILITY

Your Company is committed in maintaining the highest standards ofenvironment compliances and therefore adopted a systematic approach towards environmentmanagement by embedding a vision of being an ?Injury Free? and ‘ZeroEnvironment Incident? organisation. Over the past many years your Company has beenprogressing well in terms of reducing injury frequency rates and has improved the safetyrecords.

Your Company is environment-conscious and committed to making apositive contribution to the communities where it operates. The Company has beenproactively pursuing measures and reaching out to the communities surrounding the areas ofits operations by extending support and lending a helping hand to some very crediblesocial institutions that are committed to address social causes.

Your Company has been certified for Occupation Health and Safety(oHsAS) ISO 45001:2018 from Bureau Veritas during FY 2021-22 which is valid upto 01stMay 2025.

43. CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION AS WELL AS FOREIGNEXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Act read withrules made thereunder is annexed to this report as ‘Annexure E?.

44. BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations the BusinessResponsibility Report (‘BRR?) has been prepared and forms part of the annualreport as ‘Annexure F?. The report provides detailed overview ofinitiatives taken by your Company from environmental social and governance perspective.

45. REMUNERATION POLICY

Pursuant to provisions of the Act the Nomination and RemunerationCommittee (NRC) of your Board has formulated a Remuneration Policy for the appointment anddetermination of remuneration of the Directors Key Managerial Personnel SeniorManagement and other employees. The NRC has developed criteria for determining thequalification positive attributes and independence of Directors and for making paymentsto Executive and Non- Executive Directors. The remuneration policy of the Company can alsobe viewed at the website of the Company i.e. www.munjalauto.com.

46. STATUTORY DISCLOSURES

Your Directors state that there being no transactions withrespect to following items during the year under review no disclosure or reporting isrequired in respect of the following matters:

i. No Deposits from the public falling within the ambit of Section 73of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

ii. No Issue of equity shares with differential rights as to dividendvoting or otherwise.

iii. No Issue of shares (including sweat equity shares) to employees ofyour Company under any scheme.

iv. No receipt of remuneration or commission by the Managing Directornor the Whole-time Directors of your Company from its subsidiaries.

v. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company?s operations infuture.

vi. No Buy-back of shares or financial assistance under Section 67(3).

vii. No application was made or any proceeding is pending under theInsolvency and Bankruptcy Code 2016.

viii. No settlements have been done with banks or financialinstitutions.

47. COMPLIANCES WITH APPLICABLE SECRETARIAL STANDARDS

The Company is fully compliant with the applicable SecretarialStandards (SS) viz. SS-1 & SS-2 on Meetings of Board of Directors and General Meetingsrespectively.

48. (A) STATEMENT ON DECLARATION GIVEN BY

INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE ACT

The Board of Directors hereby declares that all the independentdirectors duly appointed by the Company have given the declaration and they meet criteriaof independence as provided under Section 149(6) of the Act.

(B) A STATEMENT WITH REGARD TO INTEGRITY EXPERTISE AND EXPERIENCE OFINDEPENDENT DIRECTORS

Your Directors are of the opinion that Independent Directors of theCompany are of high integrity and suitable expertise as well as experience (includingproficiency).

ACKNOWLEDGEMENTS

The Board of Directors express their sincere thanks to all of itsStakeholders including inter alia Suppliers Vendors Investors and Bankers andappreciation to all its customers for their consistent abiding support throughout theyear.

Your Company also records its appreciation of the contributions made byemployees at all levels. Their commitment cooperation and support are indeed the backboneof all endeavors of the Company.

The Company would like to gratefully acknowledge support/guidance ofGovernment of India and especially Goods and Services Tax (GST) Department Income TaxDepartment Industrial & Labour Departments Government of Gujarat Government ofHaryana Government of Uttarakhand and other government agencies the Company has beenreceiving over the years and is looking forward to their continued support/guidance intimes to come.

The Directors mourn the loss of lives due to Covid-19 pandemic aredeeply grateful to them and have immense respect for every person who risked their lifeand safety to fight this pandemic.

For and on behalf of the Board of Directors
Munjal Auto Industries Limited
Sudhir Kumar Munjal
Date : May 27 2022 Chairman & Managing Director
Place : Vadodara DIN :00084080

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