Dear Members,
The Directors of your Company have the pleasure in presenting the 36th Annual Report of
the Company, along with standalone and consolidated audited financial statements for the
financial year ended March 31, 2025. The standalone and consolidated financial statements
have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by
the Ministry of Corporate Affairs, as amended from time to time.
Financial Results: Standalone & Consolidated
The Director's Report is prepared on the basis of Standalone Financial Statements of
the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014. However, this
report also contains highlights of performance of subsidiaries and joint venture companies
and their contribution to the overall performance of the Company during the period under
review. Financials of following Wholly-owned Subsidiaries (WOS), and Joint Venture
Companies (JVs) are consolidated in Consolidated Financial Statements.
SN Name of Entity |
Country of Incorporation |
WOS/JV |
1. Fiem Research and Technology S.r.l (FRT) |
Italy |
WOS |
2. Fiem Industries Japan Co., Ltd. |
Japan |
WOS |
3. Fiem Kyowa (HK) Mould Company Limited |
Hong Kong |
50:50 JV |
4. Centro Ricerche Fiem Horustech S.r.l (CRFH) (Company exited from this
JV during FY 2024-25, and no contribution from this JV in performance of Company, during
FY 2024-25) |
Italy |
50:50 JV |
The key financial highlights of standalone and consolidated financials of your Company
are as under:
(Rs in Lakh)
|
Standalone |
Consolidated |
SN. Particulars |
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
1 Income from Operations |
|
|
|
|
a) Net Sales |
240495.64 |
201436.78 |
240536.78 |
201528.53 |
b) Other Operating Income |
1724.38 |
1347.24 |
1724.38 |
1349.53 |
Total Income from operations (Net) |
242220.02 |
202784.02 |
242261.16 |
202878.06 |
2 Total Expenses (Excluding dep. and finance cost) |
210146.76 |
175987.78 |
210041.50 |
176009.62 |
3 Profit from operations before other income, finance costs,
depreciation and exceptional items (1-2) |
32073.26 |
26796.24 |
32219.66 |
26868.44 |
4 Add :- Other income |
1611.36 |
1596.59 |
1611.68 |
1596.72 |
5 Profit from ordinary activities before finance costs,
depreciation and exceptional items (3+4) |
33684.62 |
28392.83 |
33831.34 |
28465.16 |
6 Less :- Finance costs |
154.33 |
293.83 |
154.33 |
293.83 |
Less :- Depreciation |
6389.88 |
5807.99 |
6426.17 |
5865.21 |
7 Profit from ordinary activities after finance costs, depreciation
but before exceptional items (5-6) |
27140.41 |
22291.01 |
27250.84 |
22306.12 |
8 Exceptional Items |
374.95 |
- |
374.95 |
- |
9 Profit/(Loss) from Ordinary Activities Before Tax (7+8) |
27515.36 |
22291.01 |
27625.79 |
22306.12 |
10 Tax expense |
7101.56 |
5706.69 |
7129.31 |
5724.19 |
11 Net Profit/(Loss) from Ordinary Activities After Tax (9-10) |
20413.80 |
16584.32 |
20496.48 |
16581.93 |
12 Share of profit/(loss) of associates |
- |
- |
(4.50) |
(11.42) |
13 Profit after tax for the year after share of profit/loss of
associate |
20413.80 |
16584.32 |
20491.98 |
16570.51 |
14 Other comprehensive income/(loss) (net of tax) |
(145.50) |
(37.46) |
(145.50) |
(37.46) |
15 Total other comprehensive income (net of tax) |
20268.30 |
16546.86 |
20346.48 |
16533.05 |
16 Weighted Earnings Per Share (EPS) (in Rs.) |
77.56 |
63.01 |
77.86 |
62.96 |
State of the Company's affairs and Business Review
a) Financial Review:
FY 2024-25 has put India's 2-wheeler industry back in high gear. The industry volumes
for the year grew about 11%. The year marked another milestone in the Company's growth
trajectory, with record revenues, margin stability, and deeper engagement with marquee
OEMs. In line with industry performance, the Company's financial performance highlights
are as under:
For FY 2024-25, Company has achieved Net Sales of Rs. 2404.96 Crore as compared
to Rs. 2014.37 Crore in previous financial year, representing a growth of 19.39%.
EBIDTA for FY 2024-25 stood at Rs. 320.73 Crore, as compared to Rs. 267.97 Crore
last year. This translates into an EBDITA margin of 13.34% for the FY 2024-25.
For FY 2024-25, PAT of the Company stood at Rs. 204.14 Crore as compared to Rs.
165.84 Crore during last financial year, which is higher by 23.09%.
As a percentage of total Automotive Lighting, the LED Lighting stands at 59.3%
in FY 2024-25, as compared to 52% during last year. To enhance innovation and a deep focus
on integrated product development, the Management has taken following initiatives:
A state-of-the-art Innovation and R&D Centre is established in Gurugram,
integrating Mechanical, Optical, Electronics, and CAE teams.
The Company is setting up an EMI/EMC validation lab, along with in-house SMT
line, prototyping capabilities including assembly lines, to accelerate electronics product
development.
The Corporate Office is also housed in same office to facilitate direct
oversight by Top Management and agile decision-making.
Management believes this strategic step will enhance speed, integration, and customer
responsiveness across 2W and 4W verticals.
Continued investments in product innovation, advanced manufacturing, and R&D are
expected to sustain and enhance the Company's dominant position in the automotive lighting
space.
Update on Fire at Rai Plant:
During the previous financial year, we faced an unfortunate fire incident at our Rai
factory on June 13, 2023, resulting in significant damage to our stock, plant machinery,
equipments etc. and part of the building. However, due to the right safety measures and
the swift actions, we were able to save a substantial portion of our assets. During the
year under review, the work of re-instatement of building, machines, equipments and other
assets is completed and final assessment of insurance claim is under process. During the
year under review, Company has received two interim payments from insurance company,
respectively for Rs. 30 Crore and Rs. 20 Crore each, totalling Rs. 50 Crore.
Dividend
The company has been consistently declaring higher dividends every year since listing.
In line with the same, and in terms of Dividend Distribution Policy of the Company, the
Board in its meeting held on May 30, 2025, had recommended a Final Dividend at the rate of
300% i.e. Rs. 30/- per equity share of Rs. 10/- each for the financial year ended on March
31, 2025. The Final Dividend payout is subject to approval of members at the ensuing
Annual General Meeting of the Company. The Final Dividend, if approved by the members
would involve a cash outflow of Rs 7895.90 Lakh.
Dividend Distribution Policy
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended ("Listing Regulations"), the Board
of Directors had approved and adopted a Dividend Distribution Policy in its meeting held
on 30th June, 2021.
The Dividend Distribution Policy is enclosed as Annexure-I. This Policy is also
available under Investor section of website of the Company and can be viewed at the
following link: https:// fiemindustries.com/dividend-distribution- policy/ Statutory
disclosures as per provisions of Section 134 of the Companies Act, 2013 (the
"Act")
1. Annual Return
Company has placed a copy of the Annual Return on website of the Company, which can be
seen at following link: https:// fiemindustries.com/annual-returns/
2. Number of meetings of the Board
Meetings of the Board are held on regular intervals to discuss and decide on various
business policies, strategies, operational, financial and other matters. Due to business
exigencies, the Board also approve some proposals through resolution passed by circulation
from time to time.
During the financial year 2024-25, five (5) Board Meetings and one separate meeting of
Independent Directors of the Company were held.
Detailed information on the meetings of the Board is included in the Corporate
Governance Report, which forms an integral part of this Annual Report.
3. Directors' Responsibility Statement
In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
a) in the preparation of the Annual Accounts for the year ended March 31, 2025, the
applicable accounting standards (IndAs) have been followed along with proper explanation
relating to material departures, if any;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at end of Financial Year ended March
31, 2025 and of the Profit and Loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Financial Statements on a going
concern' basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
efficiently; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively. 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 review of internal financial controls over financial reporting by the
statutory auditors, and the reviews performed by management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during the financial year 2024-25.
4. Independent Directors' Declaration
The Company has received necessary declaration from each of Independent Director of the
Company under Section 149(7) of the Companies Act, 2013 read with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations'),
as amended, that they meet the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Board
took on record the declaration and confirmation submitted by the Independent Directors
regarding their meeting the prescribed criteria of independence, after undertaking due
assessment of the veracity of the same as required under Regulation 25 of the Listing
Regulations.
5. Directors' Appointment Criteria and Remuneration Policy etc.
The Nomination & Remuneration Committee has formulated criteria for determining
qualifications, positive attributes and independence of the Directors as well as
Remuneration Policy for the Company as mandated under Section 178(3)/ (4) of the Act and
Regulation 19 read with Part D of Schedule II of the Listing Regulations.
There has been no change in the Remuneration Policy of the Company during the year. The
Remuneration Policy is enclosed as Annexure-II. This Policy is also available under
Investor section of website of the Company and can be viewed at the following link: https://fiemindustries.com/
remuneration-policy/
6. Auditors and Auditor's Reports
(a) Statutory Auditors
Pursuant to Section 139 of the Companies Act, 2013, M/s Anil S Gupta & Associates,
Chartered Accountants (Firm Registration No. 004061N), a partnership firm (Audit Firm)
were appointed as Statutory Auditors of the Company at 33rd AGM of the Company held on
August 24, 2022, for a term of 5 (five) years, starting from the conclusion of 33rd Annual
General Meeting till the conclusion of 38th Annual General Meeting of the Company to be
held in the year 2027.
(b) Statutory Auditor's Reports
The Auditor's Reports given by M/s Anil S Gupta & Associates, Chartered
Accountants, Statutory Auditors on the financial statements of the Company, both
standalone and consolidated, for the financial year 2024-25 is part of the Annual Report.
There has been no qualification, reservation or adverse remark or disclaimer in their
Reports. Further, during the year under review, the Auditors has not reported any matter
of offence of fraud under Section 143 (12) of the Act, therefore no detail is required to
be disclosed under Section 134 (3)(ca) of the Act.
(c) Secretarial Auditor
In terms of Section 204 of the Companies Act, 2013 and in compliance with Regulation
24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting
held on May 30, 2025, based on recommendation of the Audit Committee, has approved the
appointment of M/s Ranjana Gupta & Associates, Company Secretaries, as Secretarial
Auditors of the Company for a term of five consecutive years commencing from FY 2025-26
till FY 2029-30, subject to approval of the Members at the ensuing AGM.
(d) Secretarial Audit Report
The Secretarial Audit under section 204 of Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as well as in
compliance of Regulation 24A of the Listing Regulations was conducted by M/s Ranjana Gupta
& Associates, Company Secretaries (C.P. No. 9920) for the financial year 2024-25. The
Report in Form No, MR-3 given by the Secretarial Auditors is annexed as Annexure-III
and forms integral part of this Report. There has been no qualification, reservation or
adverse remark or disclaimer in their Report for the year under review; hence no
explanation by Directors is warranted.
In addition to above, Annual Secretarial Compliance Report' in compliance with
Regulation 24A of Listing Regulations and as per format prescribed under SEBI Circular No.
CIR/ CFD/CMD1/27/2019 dated February 8, 2019 was also obtained from M/s Ranjana Gupta
& Associates, Company Secretaries (C.P. No. 9920) and submitted to stock exchanges
i.e. BSE and NSE within stipulated period. In this report there is mention of small delay
about two intimations to stock exchanges, which are self-explanatory and don't warrant
further explanation. During the year under review, the Secretarial Auditors has not
reported any matter of offence of fraud under Section 143 (12) of the Act, therefore no
detail is required to be disclosed under Section 134 (3)(ca) of the Act.
(e) Cost Auditor
In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules,
2014, on the recommendation of the Audit Committee, the Board of Directors in their
meeting held on May 30, 2025 has appointed M/s Jay Narain & Co., Cost Accountants,
Reg. No.-004576 (Proprietor, Mr. Jay Narain, Memb. No.-26054) as the Cost Auditor to
conduct Cost Audit for the Financial Year 2025-26 at a remuneration of Rs. 3,30,000/-.
The Company had received his consent that his re-appointment is in accordance with the
applicable provisions of the Act and rules framed thereunder and he is not disqualified to
be appointed as Cost Auditor.
The above remuneration needs to be ratified by the shareholders. The Notice of the
ensuing Annual General Meeting of the Company has requisite resolution for ratification of
remuneration of Cost Auditors by the members of the Company.
7. Particulars of Loans, Guarantees or Investments under Section 186
Details of the loans given, guarantees or securities provided (if any) and investments
made by the Company along with their purposes, have been disclosed in the financial
statements. Please refer to Note No.42 in the standalone financial statement.
8. Contracts and Arrangements with Related Parties
All contracts/ arrangement/ transactions entered with Related Parties during the year
under review were on arm's length basis and in the ordinary course of business. Due
approvals from Audit Committee were taken under the provisions of Section 177 of the
Companies Act, 2013 and the Rules made thereunder read with applicable Listing
Regulations. As all the transactions with Related Parties during the year under review
were on arm's length basis and in the ordinary course of business, so no approval from
Board was applicable.
During the year under review, the Company has not entered into any
contract/arrangement/transaction with related parties which could be considered
material' in accordance with Related Party Transactions Policy of the Company.
Hence, no approval from shareholder required for any related party transaction during the
year under review.
As all the transactions with Related Parties were on arm's length basis and there was
no material' transaction during the year, hence disclosure in form AOC-2 in terms of
Section 134(3)(h) of the Companies Act, 2013 are not required.
Further, during the year under review, there were no materially significant related
party transactions entered into by your Company with the Promoters, Directors, Key
Managerial Personnel or other Senior Management Personnel, which might have potential
conflict with the interest of the Company at large. Members may refer Note No. 42 to
the standalone financial statements which sets out related party disclosures pursuant to
Ind AS. Your Company has formulated a policy on related party transactions. The policy is
available on Company's website at https://www. fiemindustries.com
This policy provides the governing framework for review and approval of related party
transactions. The web-link of the same has been provided in the Corporate Governance
Report.
9. Transfer to Reserves
Your Company has transferred Rs.2050 Lakh to the General Reserve from the
profits of the Company.
10. Material changes and commitment affecting financial position of the Company /
Change in the Nature of the Business
No material change and/or commitment affecting the financial position of your Company
has occurred between April 1, 2025 and the date of signing of this report.
11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
Details of Energy Conservation, Technology Absorption, Research and Development and
Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Act read
with Rule 8(3) of Companies (Accounts) Rules, 2014 are given in Annexure - IV to
this Report.
12. Risk Management
Risk management is an important function considering the dynamic business environment
in which Company operates. Risk management is an area of continuous focus across all
functions and operations, so that risk mitigation can be implemented on immediate basis to
minimize adverse effect of any emerging risk.
Company has framed a "Risk Management Policy" comprises the risk management
framework and the same has been approved by the Board of Directors. The framework covers
various categories of risks including market risk, cyber security risks, foreign currency
exchange rate risk, natural calamities etc. and measures and controls that have been
implemented to manage and prevent such risks and continuous improvement of systems and
processes for risk management.
Company's risk management framework consider both external and internal risks to devise
effective mitigation strategies. Risk identification, analysis, mitigation and monitoring
are undertaken periodically by the Management and overseen by the Risk Management
Committee. Several senior management team members are actively involved in the process.
A brief about the risks and concern is also given in the Management Discussion and
Analysis Report.
13. Corporate Social Responsibility (CSR)
During the year, Company's CSR focus has remained on Women Empowerment, Menstrual
Hygiene Management (MHM) awareness by way of extending the financial support for Sanitary
Pad Projects set-up in previous years.
Our CSR initiatives are based on the premise of helping the underprivileged and needy.
We also collaborated with AIIMS, Delhi under FIEM-Aarogyam' project and extended
financial aid to needy patients for their treatment.
Further, Company has whole-hearted participated in Har Ghar Tiranga' campaign
organized before Independence Day. In its continued support for the programs connected
to Women Empowerment and Menstrual Hygiene Management (MHM) awareness, company continued
its support for successful running of Sanitary Pad Projects set-up in previous years for
following Projects:
- Sanitary Pad Project-Dehradun, Uttrakhand
- Sanitary Pad Project-Delhi
- Sanitary Pad Project-Ghaziabad, U.P.
- Sanitary Pad Project-Hamirpur, H.P.
- Sanitary Pad Project- Mayurbhanj, Orissa
- Sanitary Pad Project-Phagwara, Punjab
- Sanitary Pad Project- Saran, Bihar
- Sanitary Pad Project-Solan, HP
- Sanitary Pad Project-Kotdwar, UK
- Sanitary Pad Project-Faridabad, Haryana
- Sanitary Pad Project-Anantnag, J&K
Further, salient features and brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company and the CSR initiatives undertaken by the Company during the
year are set out in Annexure-V of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. For details
regarding the CSR Committee, please refer the Corporate Governance Report, which forms
part of Annual Report.
14. Annual Evaluation of the Performance of the Board, its Committees and Individual
Directors
Performance Evaluation of Directors is aimed to use constructively as a mechanism to
improve Board's effectiveness, maximize strengths and tackle weaknesses of Board members.
It involves questionnaires to be filled by every Director about his own performance
(self-assessment), performance of Board as whole, performance of Chairman and performance
of respective Committee(s) where he/she is a Member. At the time of individual performance
evaluation of the respective director, he himself remains outside the evaluation process.
Initially, Nomination & Remuneration Committee (NRC) carry out the preliminary
evaluation of every Director's performance which is subject to next level of evaluation by
the Board and Independent Directors. As per Section 178(2) of the Act, the NRC conduct the
performance evaluation of every Individual Director. As per Performance Evaluation
framework of the Company, the evaluation process consists of evaluation on the basis of
filled questionaries' received from all directors and opinions, inputs from NRC members
and any other information as may be required by the NRC.
The outcome of NRC in respect of Independent Directors is subject to final evaluation
by the Board. Outcome of NRC in respect of Non-Independent Directors is subject to final
evaluation by the Independent Directors. Performance evaluation of Board as a whole as
well as Chairman of the Board is also conducted by the Independent Directors. The
performance evaluation of the Committees is conducted by the Board.
The final outcome is collated and presented before the NRC in its next meeting for its
consideration as well as before the Board for noting and future reference.
15. Highlights of performance of subsidiaries, associates and joint venture companies
and their contribution to the overall performance of the company during the period under
review.
During FY 2024-25, there were 2 Joint Venture Companies (JVC) and 2 Wholly-owned
subsidiaries (WOS) as listed in initial paragraph of this Report. However, Company exited
from CRFH during the year and there was Nil contribution of CRFH in performance of
Company. The highlights of performance of other JV and subsidiary companies are as under:
a) Fiem Kyowa (HK) Mould Company Limited:
This JV Company was formed in Hong Kong as 50:50 joint venture company with Kyowa Co.,
Ltd. of Japan. The purpose of setting up of JV was to engage in the business of high class
moulds / tools for Automotive and other applications.There is no major investment in this
company and this company is providing support for mould development for OEMs. The
contribution / or impact on performance of Fiem Industries is very small.
The Financial highlights of Fiem Kyowa (HK) Mould Company is as under:
(Rs. in Lakh)
Particulars |
FY 2024-25 |
FY 2023-24 |
% of shareholding |
50% |
50% |
Total Income |
9.84 |
25.23 |
Total Expenses |
14.34 |
28.23 |
Profit or (loss) after tax |
(4.50) |
(3.00) |
Total comprehensive income |
(4.50) |
(3.00) |
b) Fiem Industries Japan Co., Ltd. (Wholly-owned Subsidiary):
This WOS was set-up in Japan as an extended arm of the Company for Design and R&D
Services for new projects / products and liaison with Japanese customers like Honda,
Suzuki and Yamaha etc. Fiem Industries Ltd. (India) is getting full support in above areas
and activities are progressing at good scale. The financials of the subsidiary are as
under:
Financial Highlights of Fiem Industries Japan Co. Ltd. (Japan):
(Rs. in Lakh)
Particulars |
FY 2024-25 |
FY 2023-24 |
% of shareholding |
100% |
100% |
Revenue |
285.18 |
102.27 |
Total Income |
285.20 |
102.27 |
Total expenses |
246.66 |
153.65 |
Profit/(Loss) before taxation |
38.54 |
(51.38) |
Provision for taxation |
6.57 |
0.41 |
Profit/ (Loss) after taxation |
31.97 |
(51.79) |
c) Fiem Research and Technology S.r.l. (Wholly-owned Subsidiary in Italy):
This Wholly-owned Subsidiary (WOS) was incorporated in Italy on December 17, 2018 and a
Design Centre set-up under this Company in Turin, Italy. Fiem Industries is getting Design
Services from this WOS on regular basis on LED Automotive and other Lamps for esteemed OEM
customers. This is a wholly-owned subsidiary and providing Design Services to Fiem
Industries only, so working like an extended arm of Fiem Industries for Design Services.
Financial Highlights of Fiem Research and Technology S.r.l (Italy)
(Rs. in Lakh)
Particulars |
FY 2024-25 |
FY 2023-24 |
% of shareholding |
100% |
100% |
Total Income |
1094.09 |
1131.18 |
Total expenses |
1022.19 |
1064.69 |
Profit/(Loss) before taxation |
71.90 |
66.49 |
Provision for taxation |
21.18 |
17.09 |
Profit/ (Loss) after taxation |
50.72 |
49.40 |
The financial position of the subsidiaries and Joint Venture Companies is also given in
AOC-1 in the financial statements.
16. Other statutory disclosures as required under Rule 8(5) of the Companies (Accounts)
Rules, 2014
i. Financial summary/ highlights of the Company are already mentioned in the
beginning of the Report.
ii. There is no change in the nature of business of the Company during the year
under review.
iii. Change in Directors and Key Managerial Personnel:
Pursuant to provisions of Section 152 of the Companies Act, 2013 and in
accordance with provisions of Articles of Association of the Company, Mr. Rajesh Sharma,
Joint Managing Director and Mr. Vineet Sahni, CEO & Whole-time Directors of the
Company are liable to retire by rotation at the ensuing Annual General Meeting and being
eligible have offered themselves for re-appointment and they are not disqualified under
Section 164 of the Companies Act, 2013. The details of Directors being proposed for
re-appointment as required under the Listing Regulations are provided in the Notice
convening the ensuing Annual General Meeting of the Company. The Board recommend the
shareholders for re-appointment of above Directors.
On recommendation of Nomination & Remuneration Committee, Board of Directors
at their Meeting held on May 30, 2025, re-appointed Mr. J.K. Jain (DIN: 00013356), as
Chairman & Managing Director of the Company, with effect from August 7, 2025, to hold
the office for a period of 5 years, subject to the approval of shareholders at the ensuing
Annual General Meeting of the Company.
On recommendation of Nomination & Remuneration Committee, Board of Directors
at their Meeting held on May 30, 2025, re-appointed Mr. Rahul Jain (DIN: 00013566), as
Joint Managing Director of the Company, in the category of Whole-time Director with effect
from October 1, 2025, to hold the office for a period of 5 years, subject to the approval
of shareholders at the ensuing Annual General Meeting of the Company.
The requisite details of Directors being proposed for reappointment are provided
in the Notice convening the ensuing Annual General Meeting of the Company. Board of
Directors recommend the shareholders to re-appoint the respective Directors, as proposed
in the respective resolution contained in the Notice of AGM.
During the year, following 5 existing Independent Directors, completed their
second term of 5 years as Independent Director and ceased to be Director at the 35th AGM
held on July 31, 2024: -Mr. Subodh Kumar Jain (DIN:00165755) -Mr. Mohan Bir Sahni
(DIN:00906251) -Mr. Vinod Kumar Malhotra (DIN:03544095) -Mr. Jawahar Thakur (DIN:07650035)
-Mr. Ashok Kumar Sharma (DIN:07610447) The Board acknowledged their valuable contribution
and thanked all outgoing Directors for their support and guidance.
At the 35th AGM held on July 31, 2024, the following 5 new Independent
Directors, were appointed for a term of 5 years: - Mr. Pradeep Bhagat (DIN: 00056330) -
Mr. Satinder Manocha (DIN: 00738572) - Mr. Rakesh Chand Jain (DIN:10638945) - Mr. Sanjiv
Rai Mehra (DIN:03074093) - Mrs. Rita Arora (DIN:10638873)
During the year, Mr. J.K. Jain, Chairman & Managing Director, Mr. Vineet
Sahni, CEO & Whole-time Director, Mr. O.P. Gupta, Chief Financial Officer and Mr.
Arvind K. Chauhan, Company Secretary remained Key Managerial Personnel of the Company
within the meaning of Section 203 of the Act.
During the financial year 2024-25, no new company become Subsidiary, Joint
venture Company or Associate of the Company. The details of subsidiary and joint venture
companies already provided in the preceding paragraphs. However, during the financial year
2024-25, the Company has exited from its Joint Venture (JV) Company, namely, Centro
Ricerche FIEM HorustecH S.r.l. (CRFH), incorporated in Italy. CRFH was a non-working
Company, with Nil assets and was under Liquidation. The nominal consideration for transfer
of 50% ownership was agreed as Euro 1 (one), which was received by the Company during the
year under reporting and JV Company ceased to be associate of the Company during the
financial year 2024-25. iv. Details relating to Deposits:
The Company has not accepted any Deposit from public within the meaning of the
Companies (Acceptance of Deposit) Rules, 1975 or Chapter V of the Companies Act, 2013 and
as such there was no outstanding as on the date of the balance sheet on account of
principal or interest on deposits from public.
v. No significant and material orders were passed by any Regulator or Court or
Tribunal impacting the going concern status and Company's operations in future.
vi. Details in respect of adequacy of internal financial controls with reference to the
Financial Statement:
The Company has in place adequate internal financial controls, which are commensurate
to size and operations of the Company. During the year, no area of concern, continuing
failure or major weakness was observed.
vii. It is confirmed that maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by
the Company and accordingly such accounts and records are made and maintained. viii.
It is confirmed that the Company has complied with provisions relating to the constitution
of Internal Complaints Committee(s) under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
ix. It is confirmed that during the year under review, no complaints were received
under the Human Immunodeficiency Virus and Acquired Immune Deficiency Syndrome (Prevention
and Control) Act, 2017.
x. It is confirmed that there was no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.
xi. It is confirmed that no settlements have been done with banks or financial
institutions.
xii. Other disclosures required under provisions of the Companies Act, 2013 and
the Listing Regulations, as may be applicable:
As per provisions of Section 177(8) of the Act, composition of the Audit
Committee has been disclosed under Corporate Governance Report. The Board, during the year
under review, had accepted all the recommendation made to it by the Audit Committee.
Establishment of vigil mechanism as per provision of Section 177(10) of
the Act: Company has already in place a vigil mechanism namely, Whistle Blower
Policy'. The details of the same are reported under Corporate Governance Report.
The details about the ratio of remuneration of each director to the median
remuneration of the employees of the Company pursuant to Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, is provided in Annexure-VI, forming part of this Report.
The statement containing names and other details of top 10 employees, in terms
of remuneration drawn and the particulars of employees as required under Section 197(12)
of the Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, is provided in Annexure-VII, forming
part of this Report.
Disclosure as required under Section 62(1)(b) of the Act read with Sub-rule 9 of
Rule 12 of the Companies (Share and Capital Debentures) Rules, 2014, are not applicable,
as during the year no shares were issued under ESOS / ESOP or under sweat equity scheme.
Disclosure as required under Section 43(a)(ii) of the Act read with Sub-rule 4
of Rule 4 of the Companies (Share and Capital Debentures) Rules, 2014, are not applicable
as during the year no equity shares with differential rights as to dividend, voting or
otherwise were issued.
Neither the Managing Director nor any Whole-time Director (including JMDs and
CEO) of the Company receive any remuneration or commission from any of its subsidiaries,
hence no such disclosure applicable.
The Company duly complied the applicable Secretarial Standards (SS) i.e. SS-1
& SS-2 on Meetings of the Board of Directors and General Meetings, respectively.
Corporate Governance Report and Management Discussion & Analysis Report
Pursuant to Listing Regulations, Management Discussion & Analysis Report, Report on
Corporate Governance, Certificate on Corporate Governance issued by Practicing Company
Secretary and the declaration by the Chairman & Managing Director regarding
affirmation for compliance with the Company's Code of Conduct forms part of the Annual
Report.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34 of the Listing Regulations, Business Responsibility and
Sustainability Report forms part of Annual Report.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 ("the Act") read with IndAS, the
audited consolidated financial statements are provided in the Annual Report. The financial
statements of Wholly-owned Subsidiary companies and JV Company are consolidated with the
financial statements of the Company.
Acknowledgement
The Board of Directors expresses its sincere appreciation to esteemed OEM customers for
their continued trust and enduring partnership, which have been instrumental in driving
the Company's growth and strengthening its position in the automotive lighting industry.
The Board also acknowledges the dedication, hard work, and commitment of all employees,
whose relentless pursuit of excellence remains the cornerstone of success of the Company.
Board further extend gratitude to all stakeholders, including vendors, dealers, business
partners, and government authorities, for their consistent support and collaboration,
which continue to play a vital role in the Company's progress and resilience.
Board is deeply thankful to shareholders and investors for their unwavering confidence
in the Company's vision, leadership, and long-term strategy.
Lastly, Board deeply acknowledge the co-operation of all other stakeholders, including
the communities the Company operate in, for their encouragement and goodwill, which
further strengthen the Company's vision to grow responsibly and sustainably.
For and on behalf of the Board of |
Sd/- |
Fiem Industries Limited |
( J. K. Jain ) |
Place: Gurugram |
Chairman & Managing Director |
Dated: 30/05/2025 |
(DIN: 00013356) |