Dear Members,
Your Directors take pleasure in presenting the Thirty-Fifth (35th)
Annual Report together with the Audited Financial
Statements of your Company for the financial year ended March 31, 2025.
The Management Discussion and
Analysis forms part of this Report.
FINANCIAL RESULTS |
(All figures in Lakhs, unless
stated otherwise) |
Particulars |
Financial Year |
|
2024-25 |
2023-24 |
Revenue from Sale of Products / Services
(Net) |
77,528.32 |
88,032.69 |
Other Income |
298.79 |
89.94 |
Total Revenue |
77,827.11 |
88,122.63 |
Cost of Materials Consumed |
56,547.45 |
68,894.41 |
Change in Inventories of Finished Goods and
Works-in-progress |
415.80 |
(639.70) |
Employee Benefit Expense |
4,540.26 |
4,105.77 |
Other Expenses |
11,188.42 |
10,591.08 |
Earnings / (Loss) before Depreciation,
Financial Charges and Tax (EBIDTA) |
5,135.18 |
5,171.07 |
Finance cost |
1,489.52 |
1,522.43 |
Depreciation and Amortization Expense |
1,967.77 |
1,631.63 |
Profit / (Loss) before exceptional item and
Tax |
1,677.89 |
2,017.01 |
Exceptional items |
- |
- |
Tax Expense / (Credit) |
- |
- |
Profit/ (Loss) for the year |
1,677.89 |
2,017.01 |
Other Comprehensive Income (OCI) |
(67.30) |
(19.83) |
Total Comprehensive Income/ (loss) (net of
taxes) |
1,610.59 |
1,997.18 |
DIVIDEND
Considering current fund requirements of the Company, the Board of
Directors of the Company have not recommended any dividend.
DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the Securities and Exchange Board
of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations'), the Board of Directors of the Company had formulated a
Dividend Distribution Policy (the Policy'). The Policy is available on the
website of the Company at
https://autostampings.com/wp-content/uploads/2022/04/dividend-distribution-policy.pdf.
TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT, 2013
Your Company has not transferred any amount to General Reserve Account
under the Companies Act, 2013.
SHARE CAPITAL
The Paid-Up Equity Share Capital as on March 31, 2025 was 1,586.44
Lakhs comprising 15,864,397 Equity
Shares of 10/- each. During FY 2024-25, your Company has neither
issued any shares with differential voting rights nor has granted any Stock Options or
Sweat Equity. As on March 31, 2025, none of the Directors or the Key Managerial Personnel
of the Company holds any equity shares of the Company or instruments convertible into
Equity Shares of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS Global Economy
In 2025, global economic growth is projected to remain steady at 3.1%,
mirroring the expected pace of 2024. Advanced economies are anticipated to experience
modest growth, with the U.S. economy leading at 2.2%, driven by solid income and
productivity. Europe is expected to see a modest recovery, and Japan's growth is
likely to rebound to 1.1%. Emerging markets are forecasted to maintain a growth rate of
4.1%, with India standing out at 6.4%, propelled by public investment and robust domestic
demand.
Global inflation is anticipated to decline to 3.5%, though challenges
persist due to persistent services and wage inflation in several regions. Monetary
policies are expected to diverge globally, with central banks in advanced economies easing
cautiously, while some emerging markets may tighten policies to address
inflationarypressures. Fiscal policies will be influencedby high public debt and competing
demands, necessitating careful management to balance immediate needs with long-term
sustainability. EY-Parthenon recommends that business leaders focus on agility,
adaptability, and accountability to navigate the evolving economic landscape. Developing
flexible planning processes, transforming enterprises to adapt to changing conditions, and
investing in transformative technologies like GenAI are key strategies to ensure
resilience and profitability in 2025.
Indian Economy
India's economic outlook for FY26 remains robust, with the
International Monetary Fund (IMF) projecting a 6.5% GDP growth, maintaining its position
as the fastest-growing major economy. This growth is supported by strong private
consumption, macroeconomic stability and resilient financial sector performance. The IMF
emphasizes the need for structural reforms, including labor market improvements and
enhanced human capital development, to sustain long-term growth.
Inflationhas remained within the Reserve Bank of India's (RBI)
target range, with the Consumer Price Index (CPI) easing to 3.27% in April 2025, the
lowest in nearly six years. This moderation is attributed to stable food prices,
particularly vegetables and pulses. With inflation under control, the RBI has room to
maintain an monetary policy stance to support economic activity.
High-frequency economic indicators also reflect positive momentum. The
Manufacturing Purchasing Managers'
Index (PMI) rose to an eight-month high of 58.1 in March 2025, while
the Services PMI stood at 58.5. Gross Goods and Services Tax (GST) revenues reached INR
1.96 lakh crore in March 2025, the highest since
April 2024. Additionally, the current account deficit narrowed to 1.1%
of GDP in the third quarter of FY25, indicating improved external sector stability.
Despite these positive indicators, challenges persist. The IMF has
revised India's growth forecast for FY25 downward to 6.2% from 6.5%, citing global
trade tensions and geopolitical uncertainties, particularly related to U.S. trade policies
and regional security concerns. However, India is taking proactive measures, including
negotiating a comprehensive trade agreement with the U.S. and preparing to implement
anti-dumping duties to safeguard domestic industries.
In summary, while global headwinds pose risks, India's economic
fundamentals remain strong. With continued policy support and structural reforms, the
country is well-positioned to achieve sustainable growth and maintain its status as a
leading emerging market economy.
INDUSTRY STRUCTURE AND DEVELOPMENTS
The auto industry registered a growth of 9.1% in FY25. The Passenger
Vehicle segment, which includes passenger cars, vans and utility vehicles, registered a
growth of 3.3%. Within this segment, while the Utility vehicle market grew at 13.6% the
Van segment recorded a growth of 7.9%, and the Passenger Car segment decreased by 11.6%.
The Commercial Vehicle segment also registered a decline of 3.3%. Within the CV segment,
the M&HCV segment registered a minimal growth of 0.04% and LCV segment registered a
decline of 5.2%. The Two-wheeler segment registered a growth of 11.3% and Three-wheeler
segment registered a growth of 5.4%.
The chart given below shows the production of various categories of
vehicles during FY 2024-25 vis-?-vis FY 2023-24:
Category Segment |
|
Production |
|
|
FY2023-24 |
FY2024-25 |
% Growth |
Segment |
|
|
|
Passenger Cars |
19,79,907 |
17,49,506 |
-11.6% |
Utility Vehicles (UVs) |
27,77,051 |
31,55,312 |
13.6% |
Vans |
1,44,882 |
1,56,346 |
7.9% |
Passenger Vehicles (PVs) |
49,01,840 |
50,61,164 |
3.3% |
M&HCVs |
3,93,463 |
3,93,619 |
0.04% |
LCVs |
6,74,041 |
6,39,026 |
-5.2% |
Commercial Vehicles (CVs) |
10,67,504 |
10,32,645 |
-3.3% |
Three Wheelers |
9,96,159 |
10,50,020 |
5.4% |
Two Wheelers |
2,14,68,527 |
2,38,83,857 |
11.3% |
Quadricycle |
5,006 |
6,488 |
29.6% |
Grand Total |
2,84,39,036 |
3,10,34,174 |
9.1% |
OPERATIONS
The Company manufactures Sheet Metal Components, Welded Assemblies,
Battery Tray Assemblies, Aluminium
Cooling Tubes and Heavy Fabricated Parts specifically designed for use
in Passenger and Commercial Vehicles segment, 2/3 Wheelers segment, off-roadsegment. The
Company has established expertise in development of Dies required for producing these
products. It caters to key automotive players, Tata Motors Limited, across their Passenger
Vehicle, Commercial Vehicle, and Electric Mobility divisions/subsidiary companies, FIAT
India
Automobiles Private Limited, Ashok Leyland Limited, Piaggio Vehicles
Private Limited, Tata Hitachi Construction Machinery Company Limited and JCB Heavy
Products Limited. In addition, it caters supplies to Tata AutoComp Systems Limited, Tata
AutoComp Gotion Green Energy Solutions Private Limited and Tata AutoComp Hendrickson
Suspensions Private Limited. Through our ongoing commitment to quality and service,
Company looks forward to maintaining these working relationships, and forging new
partnerships in the future.
With a commitment to grow its battery tray businesses, your Company has
onboarded a new customer
M/s Octillion Power Systems India Pvt. Ltd. which is a renowned player
in battery pack manufacturing for EVs. In addition to Tata AutoComp GOTION Green Solutions
Private Limited, the Company is also exploring opportunities to increase the business
within Tata AutoComp Group.
The Company currently operates 5 (Five) manufacturing facilities
located at Chakan 1, Chakan 2, Pune (Maharashtra), Pantnagar (Uttarakhand), Sanand
(Gujarat) and Jamshedpur (Jharkhand).
OPPORTUNITIES: a) Growth in Automotive Demand:
Indian automotive industry has grown by 9.1% in FY2025 over FY2024
showing a strong demand amongst the consumers. E-cars & E-3Ws sales recorded an 11%
increase in FY2025 over FY2024. Your Company has its battery tray & cooling tube
businesses concentrated in E-cars & E-3W segment which has led to improvement in
performance parameters.
Growth in the EV segment is expected to continue its momentum during
the upcoming fiscal year FY2026 with the launch of EV models by OEMs. b) Affiliation with
Market Leader: The Company's Anchor Customers are Tata Motors Limited (CV segment)
and Tata Motors Passenger Vehicles Limited (TMPVL), subsidiary company of TML, a leading
manufacturer of PV's in India. TMPVL has sold 5.56 Lakh units as against 5.74 Lakh
units in Fiscal Year 2024 holding third position in the Indian market.
Anchor customer has more than 50% market share in EVs.
Tata Motors Limited (CV segment) sold 3.76 Lakh units of commercial
vehicles during Fiscal 2025 representing
ve growth of 4% over Fiscal 2023, continued to be market leader
in commercial vehicle segment with a market share of 32% in Fiscal Year 2025.
The Company is associated with Tata Motors Limited (CV segment) and its
subsidiary company TMPVL
(PV segment) in their growth journey as a reliable supplier. c)
Manufacturing Capability:
During the year, the Company has explored an opportunity to supply
Aluminium Battery Tray to its customers and will continue to focus on increasing the
manufacturing capacity of Battery Tray' to cater the increasing demand of EVs
in the market.
Your Company will continue to focus on EV businesses in the coming
years.
RISKS AND CONCERNS: a) Concentrated Customer Base:
The Company derives majority of its revenue from TML (CV Segment) and
TMVPL and is striving to increase the share of business with them in terms
ofvolumeandnewproducts.TheCompanyhasintensifiedits focus to diversify its customer base by
focusing on other automotive OEM's through new products and business development. b)
Rising Input Costs:
The products manufactured by the Company consume mainly steel, where
prices continue to fluctuate. While the Customer adjusts the price fluctuation, there is
continuous pressure for reduction in conversion and other costs. Also, the minimum wages
at Pune region has been inflated year. The Company has ongoing improvement initiatives,
mainly conversion cost reduction, supply chain efficiency improvement and material yield
improvement.
c) Skill Availability:
The availability of trained manpower is a challenge particularly in the
scenario of growing demand. Your Company focuses on recruitment and in-house skill
development to address this challenge. The Company has also undertaken the initiative to
induct apprentices in large numbers and impart training to them for ensuring the required
skill availability. d) Supply Chain: With increased manufacturing footprints, Company is
anticipating supply chain as a risk area and with continuous efforts, the Company has been
able to establish the supplier base in the vicinity of manufacturing plants and taking all
necessary measures to minimize the impact.
Your Company has systems in place to identify, assess, monitor and
mitigate various risks. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. These are
discussed regularly at the Board meetings.
2. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL
PERFORMANCE:
Particulars |
(Lakhs) |
(Lakhs) |
% to Sales |
% to Sales |
|
Year Ended March 31, 2025 |
Year Ended March 31, 2024 |
Year Ended March 31, 2025 |
Year Ended March 31, 2024 |
Sales |
77,528.32 |
88,032.69 |
100% |
100% |
Other Income |
298.79 |
89.94 |
0.39% |
0.10% |
Total Income |
77,827.11 |
88,122.63 |
|
|
Expenses |
|
|
|
|
Cost of materials consumed and
change in finished goods and works in process. |
56,963.25 |
68,254.71 |
73.47% |
77.53% |
Employee benefits Expense |
4,540.26 |
4,105.77 |
5.86% |
4.66% |
Finance costs |
1,489.52 |
1,522.43 |
1.92% |
1.73% |
Depreciation and amortization
expense |
1,967.77 |
1,631.63 |
2.54% |
1.85% |
Other expenses |
11,188.42 |
10,591.08 |
14.43% |
12.03% |
Total Expenses |
76,149.22 |
86,105.62 |
98.22% |
97.81% |
Profit before exceptional
items and tax |
1,677.89 |
2,017.01 |
2.16% |
2.29% |
Exceptional item |
- |
- |
|
|
Profit/Loss before Tax |
1,677.89 |
2,017.01 |
2.16% |
2.29% |
KEY NOTES: a) Sales have Decreased by 10,504 lakhs over last year
(approximately 13.55%). As explained above, the declined performance of Automotive
Industry and consequent lower off-take by our OEM customers have led to the decrease. b)
The percentage of material consumption to sales has improved during this year due to
prudent product mix (mainly new products) and new cost saving measures. c) The percentage
of employee cost to sales has increased as compared to last year mainly due to decrease in
sales in FY 2024-25 and wage increase. The increase is offset by improvement, attributable
to continuous focus on productivity and rationalization measures and introduction of new
products with better price realization. d) The percentage of other expenses to sales has
increased from the previous year FY 2023-24 mainly due to additional subcontract cost for
new product program and cost inflationsin consumable and other cost heads. e) Finance
costs have decreased mainly due to volume drop and partially due to repayment of
Inter-company deposits. The Company has also managed working capital requirements
effectively. f) Despite a notable decrease in total revenue, it managed to improve its
EBITDA from the previous year, owing to prudent product mix and effective cost management,
particularly in reducing the cost of materials consumed. However, the increase in employee
benefits and other expenses compensate for the savings in
RMC.
KEY FINANCIAL RATIOS
Sr. No |
Ratios |
FY 2024-25 |
FY 2023-24 |
% Change |
1 |
Current Ratio |
0.74 |
0.70 |
5.9% |
2 |
Debt Equity Ratio |
17.02 |
-14.21 |
-219.8% |
3 |
Debt Service Coverage ratio |
2.12 |
2.59 |
-18.2% |
4 |
Return on Equity ratio |
24.58 |
-1.16 |
-2215.3% |
5 |
Inventory Turnover (times of COGS) |
9.40 |
11.60 |
-19.0% |
6 |
Debtors' Turnover (times of sales) |
9.58 |
15.09 |
-36.5% |
7 |
Trade Payable Turnover ratio |
4.42 |
4.81 |
-8.3% |
8 |
Net Capital turnover ratio |
-12.88 |
-12.52 |
1.9% |
9 |
Net profit margin (% to sales) |
2.16 |
2.29 |
-5.5% |
10 |
Return on Capital Employed * |
0.31 |
0.46 |
33.9% |
DETAILS OF SIGNIFICANT CHANGES ( >25% and <-25%)
1. Debt-Equity ratio: The reduction in negative shareholders'
equity is due to current year profits and the replacement of non-funded vendor discounting
with additional working capital financing, leading to a lower debt-equity ratio.
2. Return on Equity ratio: Current year profit has increased over the
previous year, and the reduction in negative shareholder's equity has led to a higher
return on equity ratio.,
3. Trade receivable turnover ratio: There is an increase in year end
receivable since the Company has availed a new facility of working capital borrowing in
place of earlier customer factoring facility, which led to a decline in the trade
receivable ratio.
4. Return on Capital Employed ratio: Capital employed has increased
during the year due to the current year profits and new working capital borrowing in place
of the non-funded vendor discounting and customer factoring facilities.
5. *Since Net Worth as at March 31, 2024 was negative, Return on Net
Worth and % change cannot be calculated.
The Management continues to focus on new products, cost reduction
initiatives, and operational efficiencies.
COMPANY'S OWN TECHNOLOGY / PROCESSES / SYSTEM IMPROVEMENT PLAN
The Company has worked towards automation in robotic welding
applications at three of its plants to meet the increasing quality expectations from the
customers and improve operation efficiency.
In growing EV segment, your Company will focus on manufacturing
technologies for Aluminum Battery Trays which is emerging technology in the EV field.
SEGMENT-WISE PERFORMANCE
Your Company operates only in the Automobile Component Segment in the
Domestic Market.
FUTURE OUTLOOK transformation, driven by a combination of economic
growth, India'sautomotivesectorisundergoingasignificant policy initiatives, and
shifting consumer preferences. With a population exceeding 1.6 billion, the country
presents a substantial opportunity for automotive expansion, especially considering the
current low motorization rate of 33 cars per 1,000 people.
The Indian Government has outlined an ambitious vision through the
Automotive Mission Plan 2047, aiming to position India as a global hub for automotive
manufacturing and research and development. This plan is supported by various initiatives,
including the Faster Adoption and Manufacturing of Hybrid and Electric Vehicles
(FAME) scheme and the Production-Linked Incentive (PLI) scheme, which
encourage the development and manufacturing of electric vehicles (EVs) and their
components within the country.
The automotive market is experiencing a shift towards electric
mobility. However, challenges remain, particularly in the EV financing ecosystem and
supply chain disruptions due to limited domestic manufacturing of key components like
batteries, reliance on imports, and lack of robust infrastructure for raw materials. This
needs reform to support broader adoption.
Consumer preferences are also evolving, with a growing demand for sport
utility vehicles (SUVs) and luxury vehicles. This trend is influencing manufacturers to
focus on producing models that cater to these preferences, including electric SUVs.
In summary, India's automotive industry is poised for substantial
growth, driven by strategic government initiatives, a shift towards electric mobility, and
changing consumer preferences. Addressing existing challenges, such as and will be crucial
to sustaining theEV this growth trajectory.
STATE OF COMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered as part
of the Management Discussion and Analysis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has established the framework of Internal Financial
Controls and Compliance systems. These are subject to audits conducted by the internal
auditors and reputed Accounting and Auditing firm, which are reviewed by the Audit
Committee regularly. Based on such reviews, the Board is of the opinion that the
Company's internal financial controls were adequate and effective during the
financial year 2024-25.
RELATED PARTIES
Note No. 35 of the Financial Statements sets out the nature of
transactions with Related Parties. Transactions with Related Parties are carried out in
the Ordinary Course of Business and at Arm's Length. The details of the transactions
are tabled before the Audit Committee. Further details on this are explained in the Notice
convening Annual General Meeting. None of the transactions with Related Parties falls
under the scope of Section 188(1) of the Companies Act, 2013. Hence, no particulars are
being provided in Form AOC-2.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company was required to spend a certain amount as per Section 135
of the Companies Act, 2013 for the year under review. The details are available in the CSR
Report annexed herewith as Annexure I. The Company has a CSR Committee
constituted in terms of Section 135 of the Companies Act, 2013, which monitors the CSR
activities undertaken by the Company as per CSR Policy. The CSR Policy
has been uploaded on the website of the Company at
https://autostampings.com/storage/2024/08/Corporate-Social-Responsibility-CSR-Policy.pdf
ENVIRONMENT, HEALTH AND SAFETY
The Company is dedicated to providing a Safe, Secure and Healthy
Workplace, as outlined in its Health, Safety and Environment (HSE) policy, which forms an
integral part of Company's overarching wellness strategy. A comprehensive approach to
safety has been adopted, with the implementation of the "Total Safety Culture"
concept across all Operational Plants.
Two plants, Chakan 1 and Pantnagar, have achieved certification for EMS
ISO 14001:2015 and ISO 45001:2018, as well as recognition from the National Safety Council
(NSC). Throughout the reporting period, all plants have placed particular emphasis on
Wellness and Safety Initiatives, such as Safety Week Celebrations, Annual
Medical Check-Ups, Road Safety Traffic Management within Plant
Premises, and Blood Donation Camps. Daily wellness programs are conducted by Dispensary
Staff and Monthly Programs overseen by the Group Chief Medical Officer.
The Company is currently in the process of implementing the "Tata
Safety Health Management System." Internal audits of Behavior-Based Safety Culture
(BBS) for Health, Safety, and Environment are conducted quarterly at all plants, resulting
in consistently high ratings. Additionally, safety training and awareness initiatives have
been actively pursued throughout the year, with health check-ups and counselling sessions
provided to employees by the Group Chief Medical Officer and other Competent Authorities.
Efforts to Strengthen Safety Protocols across all operations have been
intensified, with regular Safety Drills and
Audits conducted at all plants. Employees receive requisite safety
training, and safety enforcement is rigorously monitored and same is effectively
communicated to the employees and workers as well, through monthly Open
Forum Meets.
Sensitization on safety is of paramount importance where in visible
actions are taken for every entrant to the plant. This includes safety induction at
Gurukul and plant under trained personnel. The safety committee regularly provides inputs.
There is a separate guideline for visitors and external persons who come for repair and
maintenance activity. This includes tool box talk, instructions on emergency evacuation.
The safety personnel are upgraded through trainings and encouraged to
visit other companies to see and implement best practices. Senior safety officers their
inputs.
External Audits are conducted as per demand from statutory bodies.
There is an allocated safety budget which is given highest priority. This is supplemented
by a maintenance budget where in high priority is given to proximity sensors, robot
programming and other equipments which can enhance safety of personnel in the factory. In
order to reduce Carbon Footprint, Solar Power System has been installed at Chakan Plant
and Pantnagar Plant. Other initiatives such as the reuse of Carton Boxes for packaging and
Scrap Reduction are in place. Environmental, Social, and Governance (ESG) metrics are
monitored monthly, with internal targets set for all parameters. The Company employees
planted more than 1200 trees in the financial year. At each plant location, there is a
working relationship with the local forest department to make this impactful. The
organization is working under directions of experts from TATA AutoComp Systems Limited to
reduce plastic usage.
A Digital Reporting System, the "Near Miss App", facilitates
the tracking of Near-Miss incidents. Safety Competitions, Presentations on Safety
Improvements, Environment Mock Drills, and Environment Day Celebrations are conducted to
foster a Safe and Healthy work environment.
The Board of Directors receive regular updates on health, safety, and
environmental matters, ensuring oversight and accountability at the highest level.
QUALITY INITIATIVES
Two of your Company's plants Chakan 1 and Pantnagar are certified
The Chakan II plant, successfully completed the Stage 2 audit for IATF
certification, while the Sanand plant has completed the Stage 1 audit and is now qualified
for the Stage 2 audit under IATF.
In addition, both Sanand and Chakan 2 plants have obtained ISO 45001
certification for OHSMS. With this, a total of four plants Chakan 1, Chakan 2, Pantnagar,
and Sanand are now certified under ISO 45001.
The Company continues to adopt best practices based on the Tata
Business Excellence Model (TBEM) to drive operational excellence across all functions.
Quality Month and Employee Engagement
The month of November was celebrated as "Quality Month"
across all ASAL locations. Activities conducted during the month included Quality Circle
competitions, Kaizen contests, and poster and slogan competitions for both employees and
their family members. Customers were also invited to address employees, share their
insights on quality, and express the "Voice of the Customer."
Total Quality Management (TQM)
Your Company has embarked on a Total Quality Management (TQM) journey
with the goal of strengthening Daily Management, Policy Management, and Total Employee
Involvement. Numerous improvement projects have been executed under this initiative, with
active participation in external competitions such as those organized by CII and QCFI,
resulting in a total of 262 awards.
Technological Advancements and Quality Enhancements
An online quality monitoring pilot project was launched for the 1250T
press machine to enhance real-time oversight and performance tracking.
In manufacturing advancements, a new Curvv Line was installed with
Level 3 Poka-Yoke at all stations to ensure error-proofing. Additionally, a new Eturna
Line, also equipped with Level 3 Poka-Yoke, was commissioned to further strengthen
production quality and efficiency. During the year under review, robotic welding line at
Sanand for supplies to Tata Motors.
DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT OF
DIRECTORS
At the 34th Annual General Meeting of the Company held
on July 09, 2024, Ms. Bhavna Bindra was re-appointed as an Independent Director of
the Company for a second term of five years w.e.f. July 15, 2024.
RETIREMENT / RESIGNATION / CESSATION OF DIRECTORS
Mr. Bharatkumar Parekh (DIN: 01521346) Non-Executive - Non-Independent
Director will retire by rotation at the conclusion of the ensuing Annual General Meeting
and being eligible, has offered himself for re-appointment.
KEY MANAGERIAL PERSONNEL
During the year under review following are changes with respect to Key
Managerial Personnel of the Company:
1. Mr. Shrikant Joshi, Company Secretary and Compliance Officer (Key
Managerial Personnel) of the Company resigned from the services w.e.f. January 31, 2025.
2. On recommendation of Nomination and Remuneration Committee, Board of
Directors of the Company at its Meeting held on March 20, 2025, appointed Mr. Saurabh
Erande, as Company Secretary and Compliance officer (Key Managerial Personnel) of the
Company w.e.f. March 20, 2025.
There were no other changes in the Composition of Board of Directors
and Key Managerial Personnel of the Company, except as disclosed above.
EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015 and as per Guidance Note on Board
Evaluation issued by SEBI on January 05, 2017, the Board has carried out the Annual
Performance Evaluation for FY 2024-25 of (a) its own performance; (b) the Directors
individually; and (c) the working of its committees viz. Audit Committee',
Nomination and Remuneration Committee', Corporate Social Responsibility
Committee', Stakeholders Relationship Committee', and the Risk
Management Committee'. The details of evaluation process have been explained in the
Corporate Governance Report.
REMUNERATION POLICY
The details of the Remuneration Policy as approved and adopted by Board
are stated in the Corporate Governance Report.
POLICY W.R.T. QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
The Company has adopted the Guidelines on Board Effectiveness
("Governance Guidelines" or "Guidelines") which inter-alia cover the
criteria for determining Qualifications, Attributes and Independence details of the Policy
are stated in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the
Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") that: a. they meet the criteria of independence and
fulfill the conditions specified in Section 149(6) of the Companies Act, 2013 and of
Listing Regulations and are independent of management; b. they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgment
and without any external influence pursuant to Regulation 25 of the Listing Regulations;
c. they have complied with the requirement of inclusion of their name in the Data Bank
maintained by Indian
Institute of Corporate Affairs as envisaged under Companies
(Appointment and Qualification of Directors) Fifth Amendment Rules, 2019,
asapplicableandtheyholdvalidregistrationcertificatewith Data Bank of
Independent Directors.
BOARD AND COMMITTEE MEETINGS
The details of Board and Committee meetings held during the year are
given in the Corporate Governance Report.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of
business of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION
OF THE COMPANY
During the year under review, the total borrowings as at March 31, 2025
stood at 8,987.63 Lakhs as compared to 4,599.25 Lakhs as at March 31, 2024. The company
has availed a new working capital borrowing in place of the earlier vendor discounting and
customer factoring, which effectively has no impact on cash flow.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators /
Courts which would 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 the Companies
Act, 2013.
DEPOSITS
The Company has not accepted Deposits under Chapter V of the Companies
Act, 2013 during the year under review. No amount on account of Principal or Interest on
Deposit from Public was outstanding as on March 31, 2025.
CORPORATE GOVERNANCE
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the ReportonCorporateGovernancealongwiththeCertificateof
Compliance from the Auditors forms part of this
Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and Compliance
Systems established and maintained by the Company, work performed by the Internal,
Statutory and Secretarial Auditors including audit of Internal Financial Controls over
Financial Reporting by the Statutory Auditors and the reviews performed by the Management
and the relevant Board Committees including the Audit Committee, the Board is of the
opinion that the corresponding Internal Financial Control were adequate and effective FY
duringthe 2024-25.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies
Act, 2013, the 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 March 31, 2025, the applicable Accounting Standards have been followed and
there are no material departures;
2. Accounting Policies have been selected and applied consistently and
judgments and estimates that are reasonable and prudent have been made, so as to
give a true and fair view of thestate affairsof the Company as at March 31, 2025
and of the Profit of the Company for the year ended on that date;
3. proper and sufficient care have been taken for the maintenance of
Accounting the provisions of this Act for safeguarding the assets of the Company, for
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 such Internal Financial Controls are adequate and are operating effectively;
and
6. proper systems have been devised to ensure Compliance with the
provisions of all applicable 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 Exchange Earnings and Outgo stipulated under Section 134 (3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure
II to this Report.
ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration)
Rules, 2014, the Annual Return for FY 2024-25 is available on
Company's website at www.autostampings.com.
PERSONNEL
At the end of March 31, 2025, your Company had 504 employees (excluding
trainees and apprentices) as compared to 497 employees as on March 31, 2024.
Your Company accords high importance in building and sustaining healthy
employee engagement with the aim of achieving competitive productivity and harmonious work
environment. The industrial relations during the year remained peaceful. With a view to
ensure prompt resolution of employee's grievances, various Committees have been set
up under the capable Chairmanships which are guided by Functional Heads/ Department Heads
e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual
Harassment Committee (POSH) etc.
The functioning of these Committees is regularly reviewed by the
Management and the Board is also updated regularly. Your Company has HR help desk to
resolve grievances/day to day issues of employees within time bound manner. This results
in maintaining transparent culture and help to increase satisfaction level of the
employees. Considering the competitive market scenario, it has become essential to have
substantial improvement in the productivity on the shop floor.
Your Company has been implementing Total Productive Maintenance (TPM),
World Class Quality System (WCSQ), Kaizen and other various systems to improve overall
performance of all plants.
Information required under Section 197 (12) of the Companies Act, 2013
read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are 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 of the limits prescribed
therein.
The information required under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in the Annexure forming
part of the Report. In terms of the first proviso to Section 136 of the Companies Act,
2013 the Report and Accounts are being sent to the Members excluding the aforesaid
Annexure. Any Members interested in obtaining the same may write to the Company Secretary
at e-mail cs@autostampings.com. None of the employee listed in the said Annexure is
related to any Director of the Company.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE
Your Company has adopted a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual
Harassment of Women at 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 and redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment, where
employees feel secure. Your Company has also constituted an Internal Complaints Committee,
known as the Prevention of Sexual Harassment (POSH) Committee, to enquire into complaints
of sexual harassment and recommend appropriate action. Awareness Programmes were conducted
at various plants of the Company.
Your Company has not received any complaint of sexual harassment during
the financial year 2024-25.
RISK MANAGEMENT
The details of Risk Assessment framework are set out in the Corporate
Governance Report forming 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 in the 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 OR ASSOCIATE COMPANIES DURING THE YEAR
Your Company did not have any subsidiaries, associates or joint
ventures during the year under review.
AUDITORS
1. STATUTORY AUDITORS
At the 32nd AGM held on June 09, 2022, pursuant to the
provisions of the Act and the Rules made thereunder,
B S R & Co. LLP, Chartered Accountants, Pune (Firm Registration no.
101248W/W-100022) were appointed as Statutory Auditors of the Company, to hold office for
a period of 5 (Five) years from the conclusion of 32nd AGM held on June 09,
2022 till the conclusion of 37th AGM to be held in FY 2027-28.
The Statutory Auditors' Report for FY 2024-25 on the financial
statement of the Company forms part of this Annual Report.
There are no Qualifications, Reservations or Adverse Remarks made by
the Statutory Auditors in their Audit
Reports on the financial statements for the year ended March 31, 2025.
The Observations of the Statutory
Auditors in their Reports are self-explanatory and therefore 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 Directors had appointed M/s. SVD & Associates, Practicing Company
Secretaries, Pune for conducting Secretarial Audit of the Company for FY 2024-25.
The Report of the Secretarial Audit is annexed herewith as Annexure IV
to this Report. There are no
Qualifications, Reservations or Adverse Remarks or Disclaimer in the
said Report except as;
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned in the
Report except the following:
1. The Company has filed Disclosure Under Reg 30 of SEBI(LODR) on
13.06.2024 with respect to the resignation of Mr. Rajendra Bhagwat (SMP) dated 08.06.2024
i.e. with a delay of 4 days. The Company has filed the reason for the delay
in submission of Disclosure' and corrected disclosure' upon receipt of
Stock Exchange Notice vide dated 21.10.2024. No actions were taken by BSE and NSE in this
regard." COMMENT OF THE BOARD:
The Company has filed a fresh disclosure under corporate announcement
citing the reason for delay in the said disclosure in response to the communication
received from BSE Limited.
Pursuant to Listing Regulations read with SEBI circular No.
LIST/COMP/14/2018 dated June 20, 2018, a Company Secretaries, Pune, that none of the
Directors Certificate on the Board of the Company have been Debarred or Disqualified from
being appointed or continuing as Directors of Companies by the Board/Ministry of Corporate
Affairs or any such Statutory Authority is annexed to Corporate Governance Report as
Annexure II.
3. COST AUDITOR
The Cost Audit under provisions of Section 148 of the Companies Act,
2013 is applicable to the Company. Hence the Company has conducted the Cost Audit
for the Financial Year 2024-25.
Maintenance of Cost Records has been specified by the Central
Government under section 148 (1) of the Companies Act, 2013 and the Companies (Cost
Records and Audit) Rules, 2014 for the business activities carried out by the
Company, accordingly company has maintained Cost Records.
COMPLIANCE OF SECRETARIAL STANDARDS
The Directors have devised proper systems and processes for complying
with the requirements of applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI') and that such systems were adequate and
operating effectively.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditors has reported to the Audit Committee, under Section 143(12) of the
Companies Act, 2013, any instances of fraud committed against the
Company by its Officers or Employees, the details of which would need
to be mentioned in the Board's Report.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
During the year under review no such instance has occurred.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review no such instance was occurred.
AWARDS AND RECOGNITION
During the year, your Company received the "Best Supplier award
for consistent Performance" for its Sanand Plant and "Best DWM",
"Horizontal Deployment & "Outstanding Accomplishment Award" for its
Pantnagar Plant from Tata Motors Limited (TML), the "Commitment to excellence as a
valued supplier" by Tata Passenger Electric Mobility (TPEML), Moreover, our active
participation in esteemed competitions such as the the Kaizen and Safety Competition
facilitated by the Quality Circle Forum of India (QCFI), the National Level Poka-yoke
Competition and the Kaizen circle competition hosted by the Confederation of Indian
Industry (CII) further highlights our dedication to continuous improvement and adherence
to stringent Quality and Safety Standards. Endeavours of your company have been
acknowledged with over 262 awards in said Competitions.
FORWARD LOOKING STATEMENTS
Certain statements describing the Company's Estimates,
Projections, Expectations, Future Outlook, Industry
Structure and Developments may be construed "Forward-Looking
Statements" within the meaning of applicable Laws and Regulations. Actual results may
differ
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks and appreciation
for the confidence reposed and continued support extended by Central and State
Governments, Bankers, Customers, Suppliers and Members. Your Board would like to place on
record its sincere appreciation to the employees for the dedicated efforts and
contribution in playing a very significant part in the Company's Operations.
|
For and on behalf of the Board of
Directors |
|
Arvind Goel |
|
Chairman |
|
(DIN: 02300813) |
Place: Pune |
|
Date : April 25, 2025 |
|