SM Auto Stamping Ltd.
|BSE: 543065||Sector: Auto|
|NSE: N.A.||ISIN Code: INE0C4I01011|
|BSE 00:00 | 24 Sep||SM Auto Stamping Ltd|
|NSE 05:30 | 01 Jan||SM Auto Stamping Ltd|
|BSE: 543065||Sector: Auto|
|NSE: N.A.||ISIN Code: INE0C4I01011|
|BSE 00:00 | 24 Sep||SM Auto Stamping Ltd|
|NSE 05:30 | 01 Jan||SM Auto Stamping Ltd|
SM Auto Stamping Limited
The Directors of your Company are pleased to present their 14th AnnualReport on the business and operations of the Company along with the Audited AnnualFinancial Statements and the Auditors' Report thereon for the financial year ended 31stMarch 2021.
The Indian Passenger Vehicle Industry went through one of the toughest times in FY2021.The month of April 2020 recorded zero wholesale for the first time in the history of theauto industry and the incessant lockdowns across the country put a dent on the economy andjob losses made it worse.
However; there was a spurt in economic recovery during the festive season and carssales picked up strongly. It can be rightly said that the Industry saw a V-shaped recoveryand new model launches kept the fervor on. We saw October where the industry touched333660 numbers after a very long time. In total the Industry touched a total of2706924 numbers for the Financial year.
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
During the year under review Covid-19 pandemic had negative impact on the overalleconomy of the Country. At the start of the Fiscal Year 2020-2021 Government of India hadimposed country wide lockdown which was extended from time to time and lasted for aroundthree to three and half months. Every business in our industry was severally hit by thecomplete lockdown imposed by the Government and we were not an exception to that. Secondhalf of FY 2020-2021 was much better than the first half of FY 2020-2021 as Companymanaged to cover substantial amount of its losses.
Although the previous year 2020-2021 was majorly impacted by Covid-19 the Managementhas worked very hard to contain the losses of the Company to minimal levels.
1. FINANCIAL HIGHLIGHTS:
(Rs. In Lakhs)
During the year under review the Company has paid an amount of Rs. 6541451/- to(JNPT) on 24.07.2020 to discharge the liability towards unfulfilled Export Obligation ofthe Company under the EPCG Scheme availed in FY 2011-12 as per requirement. Accordinglythe Company do not have liability towards EPCG.
In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for its activities and therefore do not propose any dividend forthe Financial Year ended 31st March 2021.
3. SHARE CAPITAL:
Authorized Capital: The Authorized Share Capital of the Company is Rs. 165000000/ -consisting of 16500000 equity shares of Rs. 10/ - each.
Issued Subscribed and Paid-up Capital: The issued subscribed and paid up sharecapital of the Company is Rs. 142878320/ - consisting of 14287832 Equity Shares ofRs. 10/ - each.
4. DEPOSITORY SYSTEM:
All the 14287832 Equity Shares of the Company are in dematerialized form as on 31stMarch 2021.
The Company has listed its Equity Shares on BSE (SME Portal) in FY 2019-2020. All theshares of the company are listed during the year 2020-2021.
6. TRANSFER TO RESERVES:
Pursuant to provisions of Section 134(1)(j) of the Companies Act 2013 the company hasnot proposed to transfer any amount to general reserve account of the company during theyear under ended on 31st March 2021.
7. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:
During the financial year ended 31st March 2021 7 (Seven) Meetings of theBoard of Directors of the Company were held. The intervening gap between two meetings waswithin the period prescribed by the Companies Act 2013.
*Resigned from the post of Non Executive Director w.e.f. 16.07.2020.
**Appointed as Non Executive Director w.e.f. 22.07.2020.
i. Audit Committee:
Pursuant to provisions of the Section 177 of the Companies Act 2013 and Regulation 18of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hasconstituted an Audit Committee ("Audit Committee"). The Chairman of theCommittee shall attend the Annual General Meeting of our Company to furnish clarificationsto the shareholders in any matter relating to accounts.
Composition of Audit Committee
The term of reference of Audit Committee is as below:
1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.
2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors
4. Reviewing with the management the annual financial statements before submission tothe board for approval with particular reference to:
i. Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act 2013;
ii. Changes if any in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment bymanagement;
iv. Significant adjustments made in the financial statements arising out of auditfindings;
v. Compliance with listing and other legal requirements relating to financialstatements;
vi. Disclosure of any related party transactions;
vii. Qualifications in the draft audit report.
5. Reviewing with the management the half yearly financial statements beforesubmission to the board for approval.
6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue right issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document/DraftProspectus/ Prospectus /notice and the report submitted by the monitoring agencymonitoring the utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter.
7. Review and monitor the auditor's independence performance and effectiveness ofaudit process.
8. Approval or any subsequent modification of transactions of the company with relatedparties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems
13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.
16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non payment of declared dividends) andcreditors.
18. To oversee and review the functioning of the vigil mechanism which shall providefor adequate safeguards against victimization of employees and directors who avail of thevigil mechanism and also provide for direct access to the Chairperson of the AuditCommittee in appropriate and exceptional cases.
19. Call for comments of the auditors about internal control systems scope of auditincluding the observations of the auditor and review of the financial statements beforesubmission to the Board;
20. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.
21. To investigate any other matters referred to by the Board of Directors;
22. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
ii. Nomination and Remuneration Committee:
Pursuant to the provisions of the Section 178 of the Companies Act 2013 and also to
comply with Regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 the Board has constituted Nomination and Remuneration
Composition of Nomination and Remuneration Committee
The term of reference of Nomination & Remuneration Committee is as below:
1. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to the level andcomposition of remuneration of the directors key managerial personnel and otheremployees;
2. Formulation of criteria for evaluation of independent directors and the Board;
3. To ensure that the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks;
4. Devising a policy on Board diversity; and
5. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.
The Remuneration Policy of the Company is available on the website of the Company atthe link https: / / www.smautostamping.com/investors.html
iii. Corporate Social Responsibility Committee:
The Company does not fall under the purview of provisions of the Section 135 of the
Companies Act 2013 and hence the Board has not constituted Corporate Social
Responsibility Committee ("CSR Committee").
iv. Stakeholders Relationship Committee:
Pursuant to the provisions of the Section 178 of the Companies Act 2013 andRegulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board has constituted a Stakeholders Relationship Committee ("SRC")
Composition of Stakeholders Relationship Committee
The term of reference of Stakeholders Relationship Committee is as below:
1. Efficient transfer of shares; including review of cases for refusal of transfer/transmission of shares and debentures;
2. Redressal of security holder's / investor's complaints Efficient transfer of shares;including review of cases for refusal of transfer / transmission of shares and debentures;
3. Reviewing on a periodic basis the approval / refusal of transfer or transmission ofshares debentures or any other securities;
4. Issue of duplicate certificates and new certificates on split/ consolidation/renewal;
5. Allotment and listing of shares;
6. Reference to statutory and regulatory authorities regarding investor grievances; and
7. To otherwise ensure proper and timely attendance and redressal of investor queriesand grievances;
8. Any other power specifically assigned by the Board of Directors of the Company.
9. THE SUMMARY OF OPERATION IS AS UNDER: -
During the year under review your Company has achieved total revenue from operationsof Rs. 3893.79 lacs as compared to Rs. 4434.20 lacs in the Previous Year. Afterproviding for taxes and other adjustments Profit after tax is Rs. (170.11) lacs ascompared to Rs. (267.97) lacs during the Previous Year.
10. MATERIAL CHANGES:
During the period under review following material changes has been occurred:
There were no material changes during the year under review.
11. LOANS GUARANTEES AND INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the note No 13 and 33 of the to the FinancialStatements
12. ANNUAL RETURN
Pursuant to section 92 (3) of the Companies Act 2013 the copy of annual return will beposted on web link viz https://www.smautostamping.com/investors.html on the website of theCompany post AGM.
13. CHANGE IN NATURE OF BUSINESS IF ANY:
There is no change in the nature of business of the Company during the year.
14. VIGIL MECHANISM:
Pursuant to Section 177 of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Vigil Mechanism andWhistle-Blower Policy is prepared and adopted by Board of Directors of the Company.
The Company has a vigil mechanism policy wherein the Directors and employees are freeto report violations of law rules and regulations or unethical conduct actual orsuspected fraud to their immediate supervisor or provide direct access to the Chairman ofthe Audit Committee in exceptional cases or such other persons as may be notified by theBoard. The confidentiality of those reporting violations is maintained and they are notsubjected to any discriminatory practice.
The Vigil Mechanism Policy of the Company is available on the website of the Company atthe https:/ / www.smautostamping.com/investors.html
15. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the Financial Year ended31st March 2021 were on an arm's length basis and were in the ordinary courseof business. Therefore the provisions of Section 188 of the Companies Act 2013 were notattracted. Further there are no materially significant related party transactions duringthe year under review made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. Disclosure in Form AOC-2 is attached herewith asAnnexure - I which forms part of this report.
16. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
17. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
Our Company does not have any subsidiaries or joint ventures as on 31stMarch 2021 as defined under Companies Act 2013 therefore no such information isrequired to be furnished.
The Company do have following Associate Company as on 31st March 2021
1. SM Autovision Private Limited.
The Company has appointed S. R. Rahalkar and Associates Chartered Accountant Nashik(FRN- 108283W) as Statutory Auditors of the Company for a period of FY 202021 to FY2024-25.
19. AUDITORS REPORT:
The Auditors Report on the Audited Financial Statement of the Company for the yearended 31stMarch 2021 does not contain any qualification reservation oradverse remark so need not require any explanation or comment.
20. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act 2013 CS Sujata R.Rajebahadur (FCS 5728) Practicing Company Secretary having Office Address:'Niroshankar' 199 M.G. Rd. above Samarth Sahakari Bank has been appointed as theSecretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year2020-2021. The Secretarial Audit Report forms part of Annual Report and it is annexed asAnnexure-II.
The Secretarial Audit Report for the Financial Year ended on 31st March2021 issued by Secretarial Auditor do not contain any qualification reservation oradverse remark so need not require any explanation or comment.
21. INTERNAL AUDITOR:
Pursuant to the provision of Section 138 of the Companies Act 2013 the Company hadappointed CA Gauri Kulkarni Chartered Accountants Nashik. Chartered Accountants as anInternal Auditor of the Company for FY 2020-2021 and the management of the Company hasreceived Internal Audit Report for FY 2020-2021 and adopted by Board of Directors of theCompany in their meeting held on 10th August 2021.
22. A DISCLOSURE FOR MAINTENANCE OF COST RECORD AS SPECIFIED UNDER SUB-SECTION 148 OFTHE COMPANIES ACT 2013.
The Company has made and maintained cost accounts and records as specified by thecentral government and complied with provisions of sub-section (1) of Section 148 of theCompanies Act 2013 during the year.
23. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the Directors confirm that: -
i. in the preparation of the annual accounts for the financial year 2020-2021 theapplicable accounting standards have been followed and there are no material departures;
ii. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the financial year;
iii. the Directors had taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. the Directors had prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and
vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &FOREIGN EXCHANGE EARNING & OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure- IIIand is annexed to this report.
25. RISK MANAGEMENT:
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty and risk Management is the process of identification assessment andprioritization of risks followed by coordinated efforts to minimize monitor and
mitigate/control the probability and/or impact of unfortunate events or to maximize therealization of opportunities. The Company has laid down a comprehensive Risk Assessmentand Minimization Procedure which is reviewed by the Board from time to time. Theseprocedures are reviewed to ensure that executive management controls risk through means ofa properly defined framework. The major risks have been identified by the Company and itsmitigation process/ measures have been formulated in the areas such as business projectexecution event financial human environment and statutory compliance. The Board ofDirectors of the Company has adopted and implemented Risk Management Policy of theCompany.
The Risk Management Policy of the Company is available on the website of the Company atthe link https:/ / www.smautostamping.com/investors.html
26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The Company has devised systems policies procedures frameworks for ensuring orderlyand efficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information and review by audit committee of the company.
27. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
A) Present composition of Board of Directors: As on the date of this report Board ofDirectors of the Company comprises of total Six Directors. The Composition of the Board ofDirectors is as under:
B) Appointment / Cessation / Change in designation of Director during year underreview:-
C) Appointment of Directors Retirement by Rotation:-
In accordance with the provisions of Companies Act 2013 and Article of Association ofthe Company Mrs. Alka Mukund Kulkarni (DIN: 06896902) proposed to be retired by rotationat the ensuing Annual General Meeting and being eligible offer herself for reappointment.
28. DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and rules made there under and relevant regulation of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
30. PARTICULARS OF EMPLOYEE:
The information in accordance with the provisions of Section 197 of the Companies Act2013 read with rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed Annexure - IV
31. CORPORATE SOCIAL RESPONSIBILITY:
Since the Company does not fall under the purview of provisions of Section 135 of theCompanies Act 2013 hence this clause is not applicable.
32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
Our Company does not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds required to be transferred to Investor Education andProtection Fund (IEPF).
33. HUMAN RESOURCE DEVELOPMENT:
Our Company considers its employees as a valuable resource and ensures the strategicalignment of human resource practices to business priorities and objectives. The Companyhas a HR policy which emphasizes the need of attaining organizational goals throughindividual growth and development. The Company always strives to rejuvenate competencethrough training and personal development across its workforce employees staff whichexcels them for higher engagement and exposure to new opportunities through skilldevelopment.
34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has constituted committee called "Internal Complaints Committee" toensure safe workplace environment which covers all employees whether permanentcontractual trainees temporary etc.
The company policy against Sexual Harassment of woman at workplace is available on thewebsite of the Company at the https: / / www.smautostamping.com/investors.html
Annual Report on Sexual Harassment Policy for the period 1st April 2020 to31st March 2021 is annexed to the Board's Report as Annexure VIII.
35. CODE OF CONDUCT:
According to Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Code of Conduct of the Company has been approved andadopted by the Board of Directors of the Company. All Board members and senior managementpersonnel have affirmed the compliance with the code.
36. PREVENTION OF INSIDER TRADING:
As required under the provisions of SEBI (PIT) Regulations 2015 the Board ofDirectors has adopted a code of conduct for prevention of Insider Trading during the year201819. The Code of Conduct is applicable to all the directors and such identifiedemployees of the Company as well as who are expected to have access to unpublished pricesensitive information related to the Company. The Code lays down guidelines which advisesthem on procedures to be followed and disclosures to be made while dealing
with shares of SM Auto Stamping Limited and cautions them on consequences ofviolations.
37. POLICY FOR PRESERVATION OF DOCUMENTS:
In accordance with the above Regulation 9 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Policy forpreservation of documents (The Policy) has been framed and adopted by the Board ofDirectors of the Company in their Board Meeting to aid the employees in handling theDocuments efficiently. This Policy not only covers the various aspects on preservation ofthe Documents but also the safe disposal/destruction of the Documents.
38. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms part of this Annual report is annexed withAnnexure - V.
39. IPO PROCEED UTILIZATION:
The details of IPO proceeds utilization are annexed as Annexure - VI
40. CORPORATE GOVERNANCE:
The Company being listed on the SME Platform of Bombay Stock Exchange is exempted fromprovisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations2015. Hence the Company is not required to disclose information as covered under Para (C)(D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Hence no Corporate Governance Report is required to be disclosed with Annual Report.
41. SECRETARIAL STANDARDS:
During the year under review the Company has complied with the provisions of theapplicable Secretarial Standards issued by Institute of Company Secretaries of India. TheCompany has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.
42. DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:
In terms of the provisions of section 134 (3) (ca) of the Companies Act 2013 therewere no frauds committed against the Company and persons who are reportable under section141(12) by the Auditors to the Central Government. Also there were no nonreportablefrauds during the year 2020-2021.
43. UNSECURED LOAN:
Pursuant to Rule 2(c) (viii) of Companies (Acceptance of Deposits) Rule 2014 thecompany has not accepted unsecured loan form Directors.
44. PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard will carry the evaluation of its own performance performance of IndividualDirectors Board Committees including the Chairman of the Board on the basis ofattendance contribution and various criteria to be recommended by the Nomination andRemuneration Committee of the Company. The evaluation of the working of the Board itscommittee experience and expertise performance of specific duties and obligations etc.
The Company's Nomination and Remuneration committee has set up formal mechanism toevaluate the performance of board of directors as well as that of its committees andindividual directors including chairman of the board key managerial personnel / seniormanagement etc.
The performance of each of the non-independent directors was evaluated by theindependent directors at the separate meeting held on 23rd February 2021 ofthe Independent Directors of the Company.
45. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF THE COMPANY:
The Company has obtained a Compliance Certificate in accordance with Regulation 17(8)of SEBI (Listing obligations and disclosures Requirements) Regulations 2015 from Mr.Mukund Narayan Kulkarni Managing Director and Mr. Suresh Jagadale Chief FinancialOfficer (CFO) of the Company. The same is enclosed as Annexure VII of the Board's Report.
The Directors wish to place on record appreciation and gratitude for all thecooperation extended by various Government Agencies/Departments Bankers ConsultantsBusiness Associates and Shareholders Vendors Customers etc. The Directors also recordappreciation for the dedicated services rendered by all the
Executives Staff & Workers of the Company at all levels for their valuablecontribution in the working of the Company.
For and on behalf of Board of Directors of FOR SM Auto Stamping Limited