The Directors of your Company are pleased to present their 18th Annual Report on the business and operations of the Company along with the Audited Annual Financial Statements and the Auditors' Report thereon for the financial year ended 31st March, 2024.
The Financial Performance of the Company for the year ended 31st March, 2024, as compared to the previous financial year is summarized as below:
(In Rupees) (In Rupees)
PARTICULARS
31.03.2024
31.03.2023
Revenue from Operation (Net)
67,56,36,526
68,66,32,860
Other Income
84,57,191
1,48,76,873
Total Revenue Income
68,40,93,717
70,15,09,733
Expenditure
63,53,30,258
65,75,19,086
Profit Before Tax
4,91,40,864
4,44,82,086
Profit After Tax
3,00,37,279
3,08,69,468
Your directors regret not to propose final dividend for the Financial Year ended on 31st March, 2024.
A) Authorized Capital: The Authorized Share Capital of the Company is Rs. 16,50,00,000/-consisting of 1,65,00,000 equity shares of Rs. 10/- each.
B) Issued, Subscribed and Paid-up Capital: The issued, subscribed and paid up share capital of the Company is Rs. 13,68,78,320/- consisting of 1,36,87,832Equity Shares of Rs. 10/- each.
C) Buy Back of Shares -During the year the members of the company has approved and passed through a postal ballot special resolution on 07th December 2023 for buy back of 600000 equity shares at buy back price of Rs 60/- per shares on proportionate basis through stock exchange mechanism for an aggregate amount not exceeding Rs. 3,60,00,000/- (Rupees Three Crore Sixty Lakhs only using funds from securities premium account and free reserves of the company. The company has completed the buyback process on 11th January 2024, and these bought back equity shares were subsequently extinguished in accordance with the provisions of Companies Act 2013 resulting in reduction in paid up share capital of the company as mentioned below post Completion of buy back.
Paid-Up Capital Before Extinguishment of Equity Shares (In Shares)
1,42,87,832
Total No. of Equity Shares to be extinguished (Current Securities)
6,00,000
Paid-Up Capital After Extinguishment of Equity Shares
1,36,87,832
(In Shares)
(Equity shares have a face value of Rs.10 each)
Sr.
No
Particulars
Pre- Buyback of 6,00,000 shares
Post Buyback of 6,00,000 shares
No. of Equity Shares
Amount
No. of
Equity
Shares
1.
Authorized Equity Capital
1,65,00,000
16,50,00,000
2.
Issued, Subscribed and Paid-up Equity Share capital
14,28,78,320
13,68,78,320
All the 1,36,87,832 Equity Shares of the Company are in dematerialized form as on 31st March, 2024.
Pursuant to provisions of Section 134(1) (j) of the Companies Act 2013, the company has not proposed to transfer any amount to general reserve account of the company during the year under ended on 31st March 2024.
During the financial year ended 31st March, 2024, 5(Five) Meetings of the Board of Directors of the Company were held on 30th May, 2023, 1st September, 2023, 29th September, 2023, 6th November, 2023, 5th March 2024. The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013.
Name of Director
Total Meetings entitled to attend during the Financial Year 2023-24
Number of meetings attended by the Directors during the Financial Year 2023-24
% of attendance to the meetings held in
Financial Year 2023-24
Mr. Mukund Narayan Kulkarni
5
100.00
Mrs. Alka Mukund Kulkarni
Mr. Suresh GunawantFegde
Mr. Jayant Suresh Fegde
Mr. SunilkumarDayama
Dr. Sanjay Ramchandra Bhargave
Pursuant to provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted an Audit Committee ("Audit Committee"). The Chairman of the Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to accounts.
The Audit Committee met 5 (Five) times during the financial year ended 31stMarch, 2024 on 30th May, 2023, 1st September, 2023, 29th September, 2023, 6th November, 2023, 5th March 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
Sr. No.
Name
Status in Committee
1
Mr. Mukund Narayan Kulkarni*
Chairman
2
Mr. Sunilkumar Satyanarain Dayama
Member
4
*Pursuant to provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Chairperson of the Audit Committee shall be an Independent Director however, the Company is listed on BSE SME Exchange and pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which stipulates that the compliance with the corporate governance provisions shall not apply to a listed entity which has listed its specified securities on the SME Exchange hence, Mr. Mukund Narayan Kulkarni is the Chairman of the Audit Committee.
Number of meetings attended by the members during the Financial Year 2023-24
The term of reference of Audit Committee is as below:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement 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 the statutory auditors
4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the 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 by management;
iv. Significant adjustments made in the financial statements arising out of audit findings;
v. Compliance with listing and other legal requirements relating to financial statements;
vi. Disclosure of any related party transactions;
vii. Qualifications in the draft audit report.
5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7. Review and monitor the auditor's independence, performance and effectiveness of audit process.
8. Approval or any subsequent modification of transactions of the company with related parties;
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 auditors, adequacy of the internal control systems
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, 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 into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
16. Discussion with statutory auditors before the audit commences, about the nature and scope 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 depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.
18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.
19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, 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 the Audit 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 Committee. ("NRC")
The Nomination and Remuneration Committee met 2 (Two) times during the financial year ended 31st March 2024 on 1st September, 2023 and 5th March 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
3
The term of reference of Nomination & Remuneration Committee is as below:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;
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 meets appropriate performance benchmarks;
4. Devising a policy on Board diversity; and
5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
The Remuneration Policy of the Company is available on the website of the Company at the
linkhttps://www.smautostamping.com/investors.html
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").
Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a Stakeholders Relationship Committee. ("SRC")
The Stakeholders Relationship Committee met 2 (Two) times during the financial year ended 31st March, 2024 on 6th November, 2023 and 5th March 2024, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
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 of shares, 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 queries and grievances;
8. Any other power specifically assigned by the Board of Directors of the Company.
During the year under review, your Company has achieved total revenue from operations of Rs.
67,56,36,526/- as compared to Rs. 68,66,32,860/- in the Previous Year. After providing for taxes
and other adjustments, Profit after tax is Rs.3,00,37,279 as compared to Rs. 3,08,69,468/- during the Previous Year.
During the year under review, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.
Full particulars of investments, loans, guarantees and securities covered under Section 186 of the Companies Act 2013 provided during the financial year under review has been furnished in the Notes to Accounts which forms part of the financials of the Company.
Amount Involved(in Rs.)
Unsecured Loan given
Nil
Investment Made
Guarantee Provided
2,50,00,000/-
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the Financial year ended 31st March, 2024 made under the provisions of Section 92(3) of the Act, and also considering the amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, wherein, instead of attaching an extract of annual return (to be prepared in Form MGT-9) to the Directors' Report, the Company can host a copy of annual return on the website, if any of the Company and a web link of the same to be given in the Directors' Report and same has been placed on the web link viz https://www.smautostamping.com/investors.html on the website of the Company post AGM.
There were no changes in the nature of the Business of the Company during the year under review.
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 (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Vigil Mechanism and Whistle-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 free to report violations of law, rules and regulations or unethical conduct, actual or suspected fraud to their immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.
The Vigil Mechanism Policy of the Company is available on the website of the Company at thehttps://www.smautostamping.com/investors.html
All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arm's Length Basis. Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. The details are disclosed in Form AOC-2 which is annexed as Annexure-II to this report.
During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter-V of the Act is not applicable.
Our Company does not have any subsidiaries or joint ventures as on 31st March, 2024, as defined under Companies Act, 2013 therefore, no such information is required to be furnished.
The Company do have following Associate Company as on 31st March, 2024:
The performance and financial position / salient features of the financial statement of the Associate, for the Financial Year ended 31stMarch 2024, during the year under review, is given in Form AOC-1 and is attached and marked as Annexure-I and forms part of this Report.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, at the Annual General Meeting of the Company held on 29th September, 2020, the members has appointed S. R. Rahalkar and Associates, Chartered Accountants, Nashik (FRN- 108283W) as the Statutory Auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held for thefinancialyear2024-25.
The Auditors Report on the Audited Financial Statement of the Company for the year ended 31stMarch, 2024,contains the following observations in the other matter and Companies (Auditor's Report) Order, 2020, "CARO Report".
Comments of auditor
Comments of the board
Standalone
(b) Emphasis of matter in audit report The company has changed depreciation method for intangible assets from Written Down Value to Straight Line Method. The difference in depreciation of earlier years isrecorded as prior period items. However, in case if the life of the asset was over inearlier years, balance has been written off.
Also for tangible assets, if the life of the assets was over in earlier years and writtendown value was not up to the salvage value then excess balance above salvage value hasbeen written off in the current financial year.
As explained in the Notes to Account No 26 of financial statement prior period items of Financial statement under / over charge of depreciation in preceding years has been given effect in FY 2023-24.
(c) Emphasis of matter in audit Note 3 to the financial statements states that the company has exercised the buyback of shares during the year of 6,00,000 shares of Rs.60/- per share. The expenditure ofRs.19,04,908/- incurred on account of buyback of shares are debited to Reserves and Surplus Account.
The process of buy back is related to capital arrangement hence in view of management all the expenses connected with buy back as capital item and hence capitalized and debited to Reserves and Surplus Account.
Point no 4 of Audit report.
a. Based on our examination; the company has used accounting software for
maintaining its books of accounts which has a
feature of recording audit trail
(edit log) facility except in respect of
maintenance of Purchase Order records
wherein the accounting software did not have
the audit trail feature enabled
throughout the year.
b. Also we were not able to access the edit log facility for accounting master data. In
view of this we are not able to give any comment whether the audit trail feature was available and enabled throughout the year for this function.
c. The payroll records maintained by the company through Pamsoft software did
not have audit trail feature throughout the year.
d. Further during the course of our audit we did not come across any instance of an
audit trail feature (wherever we were able to access) being tampered with.
e. This is the first year of applicability of this feature, therefore, we have not
verified retention of this log of Financial Year
The company has maintained the accounts in accounting software with edit log facility as at 31st March 2024.
In view of management the payroll records are maintained in separate software, namely Pamsoft software and while closing balances of payroll are entered in the accounting software and the comment is related with different allied software.
2022-23.
Consolic
ated
The company has changed depreciation method for intangible assets from Written Down Value to Straight Line Method. The difference in depreciation of earlier years is recorded as prior period items. However, in case if the life of the asset was over in earlier years, balance has been written off.
We did not audit the financial information of Associate company included in the Consolidated financial statements of the company, The financial information of this associate company has been audited by the other auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this Associate company, is based solely on the report of such auditor.
This is a disclaimer point no further explanation is required on the same as the this point is self-explanatory.
a. Based on our examination, the company has used accounting software for
b. Also we were not able to access edit log facility for accounting master data. In
verified retention of this log of Financial Year 2022-23.
The company has maintained the account in accounting software with edit log facility as at 31st March 2024.
Points observed in Companies (Auditor's Report) Order, 2020, "CARO Report"
Particulars of other matter
Explanation by Board
(i) (a) (a)The Company is under the process of maintaining proper records showing full particulars, including quantitative details and
The Company is in the process to streamline the existing systems with regard to maintenance of particulars of property, plant and equipment,
situation of property, plant and equipment and investment properties.
hence, this point is self-explanatory.
(i) (a) (b)The company is in the process of maintaining proper records showing full particulars of intangible assets.
This point is self-explanatory.
(i) (a) (c) The title deeds of immovable properties of land and buildings as disclosed inthe financial Statements, are held in the name of S M Auto Stamping Pvt. Ltd.as SM Auto Stamping Limited is formed after conversion of private limited topublic limited company due to which title deeds of immovable property are in the name of Private limited company. The Maharashtra Industrial Development Corporation, Regional Office -Nashik wide letter no. MIDC/ RO(NSK) /AMB / LMS-319/ B61342 dated 29/07/2020 have communicated the consent for change of name from M/S SM Auto Stampings Private Limited to M/S. SM Auto Stamping Limited.
The explanation was given to the auditor and same was mentioned as reason for not being held in name of company at relevant point .
(ii) (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, the monthly returns or statements filed by the Company with such banks or financial institutions are not in agreement with the books of account
This is in the normal course of activity, while submitting stock statements to the Bank.
The management has represented that, error in Applying rate for valuation to certain items of inventory and error in ERP report resulted in incorrect reporting.
The explanation was given to the auditor and same was mentioned as reason for Difference at relevant point.
In our opinion, the Company is regular in depositing statutory dues including Provident fund, Profession tax, Income tax, Duty of customs, Employees' State Insurance, Goods and Service tax, Cess and other material statutory dues with the appropriate authorities. Except in case of ESIC Payable for the month of October 2023, deduction of Rs.923 of one employee which was due for payment on 15th November 2023 was actually paid on 26th December 2023.
There were no undisputed amounts payable in respect of Provident fund,Profession tax, Income-tax, Employees' State Insurance, Duty of Customs, Goods and Service tax, Cess and other material statutory dues were in arrears as at March 31, 2024 for a period of more than six months from the date they became payable.
Company has submitted the Return ESR and paid the ESIC amount before 15th November, 2023 which Payable for the month of October 2023, But due to some inadvertent clerical error, the deduction of Rs.923 of one employee which was due for that month was not deducted and payment was made on 26th December 2023.
The explanation was given to the auditor and the same was mentioned as remark at relevant point.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, CS Sujata R.Rajebahadur, (FCS 5728), Practicing Company Secretary having Office Address: Gokul', 199, M.G. Rd. near Samarth Sahakari Bank, Nashik has been appointed as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2023-24.
The Secretarial Audit Report forms part of the Annual Report and it is annexed as Annexure-III.
The Secretarial Audit Report for the Financial Year ended on 31st March 2024, issued by Secretarial Auditor, does not contain any qualification, reservation or adverse remark.
Pursuant to the provision of Section 138 of the Companies Act, 2013 the Company has appointed Archana Pathak & Associates, Chartered Accountants, (FRN: 137596W) as the Internal Auditor of the Company for Financial Year 2023-24 and the management of the Company has received Internal Audit Report for Financial Year 2023-24 and adopted by Board of Directors of the Company in their meeting held on 29th May 2024.
During the year under review, the Company was not required to maintain cost accounts and records as specified by the central government pursuant to provisions of Section 148 of the Companies Act 2013, during the year.
In terms of the provisions of section 134 (3)(ca) of the Companies Act, 2013, there were no frauds committed against the Company and persons who are reportable under section 141(12) by the Auditors to the Central Government. Also, there were no non-reportable frauds during the year 2023-24.
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that: -
i. in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards have been followed and there are no material departures;
ii. the Directors had 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 at the end of the financial year and of the profit of the Company for the financial year;
iii. The Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
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 and that such internal financial controls are adequate and operating properly; and
vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc. are furnished in Annexure -IV which forms part of this Report.
Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty and risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.
The Board of Directors of the Company has adopted and implemented Risk Management Policy of the Company and is available on the website of the Company at the link https: / /www.smautostamping.com/investors.html
The Company has devised systems, policies, procedures, frameworks for ensuring orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and review by audit committee of the company.
a. Present composition of Board of Directors: As on the date of this report, the Board of Directors of the Company comprises of total Six Directors. The Composition of the Board of Directors is as under:
No.
Name of Directors
DIN
Designation
00248797
Chairman and Managing Director
06896902
Non Executive Director
00248850
Whole Time Director
07193063
Mr. Sunilkumar Dayama
08492339
Independent Director
6
02235602
Additional Non Executive Independent Director
b. Appointment / Cessation / Change in designation of Director during year under review:
Name of Director's
Nature of
Date of
and KMPs
Change
appointment/resignation
* Re- appointed as an Additional
08.03.2024
Non-Executive
Independent
Director
* Term of Dr. Sanjay Ramchandra Bhargave as Independent Director was upto 08/03/2024 he has been reappointed as Additional Nonexecutive Independent Director w.e.f. 08/03/2024 for further period of four year till 07/03/2028
In accordance with the provisions of Companies Act, 2013 and Article of Association of the Company, Mr. Jayant Suresh Fegde(DIN:07193063) proposed to be retired by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.
Mr. Akash Jagnani*
Company Secretary & Compliance Officer
Mr. Suresh Govind Jagdale
Chief Financial Officer
Mr. Pawan Mahajan**
*Resigned as the Company Secretary & Compliance Officer of the Company w.e.f 14th August, 2023.
**Appointed as the Company Secretary & Compliance Officer of the Company w.e.f1st September, 2023.
During the Financial year under review, Declarations were received from all the Independent Directors of the Company stating that they satisfy the "criteria of Independence" as defined under Regulation 16(b) & 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, any other applicable Schedules and Rules framed there-under.
The Company does not have any Holding Company and Subsidiary Company.
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.
31. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES(APPOINTMENT & REMUNERATION) RULES, 2014:
The disclosure in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed asAnnexure-V.
The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company.
The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF).
Our Company considers its employees as a valuable resource and ensures the strategic alignment of human resource practices to business priorities and objectives. The Company has a HR policy which emphasizes the need of attaining organizational goals through individual growth and development. The Company always strives to rejuvenate competence through training and personal development across its workforce, employees, staff which excels them for higher engagement and exposure to new opportunities through skill development.
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted committee called "Internal Complaints Committee" to ensure safe workplace environment, which covers all employees whether permanent, contractual, trainees, temporary etc.
The company policy against Sexual Harassment of woman at workplace is available on the website of the Company at the https://www.smautostamping.com/investors.html
Annual Report on Sexual Harassment Policy for the period 1st April, 2023 to 31st March, 2024, is annexed to the Board's Report as Annexure VIII.
According to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Code of Conduct of the Company has been approved and adopted by the Board of Directors of the Company. All Board members and senior management personnel have affirmed the compliance with the code.
As required under the provisions of SEBI (PIT) Regulations, 2015, the Board of Directors has adopted a code of conduct for prevention of Insider Trading. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of SM Auto Stamping Limited and cautions them on consequences of violations also the code is modified from time to time considering the amendments.
In accordance with the above Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.
Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as Annexure-VI.
The Company being listed on the SME Platform of Bombay Stock Exchange is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. 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 annexed with Annual Report.
During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by Institute of Company Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.
Pursuant to Rule 2(c) (viii) of Companies (Acceptance of Deposits) Rule 2014 the company has not accepted unsecured loan form Directors.
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the annual evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria to be recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committee, experience and expertise, performance of specific duties and obligations etc.
The Nomination and Remuneration Committee of the Company has set up formal mechanism to evaluate the performance of board of directors as well as that of its committees and individual directors, including chairman of the board, key managerial personnel / senior management etc.
The performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Director by the Independent Directors at their separate meeting held on5th March, 2024.
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 Jagdale, Chief Financial Officer (CFO) of the Company. The same is enclosed as Annexure VII of the Board's Report.
The Company has not issued any shares with Differential Rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
The Company has not issued any Sweat Equity Shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
The Company has not issued any Equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR AND 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 application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016,and no instance of one time settlement occurred during the year.
The Directors wish to place on record appreciation and gratitude for all the co-operation extended by various Government Agencies/Departments, Bankers, Consultants, Business Associates, and Shareholders, Vendors, Customers etc. The Directors also record appreciation for the dedicated services rendered by all the Executives, Staff & Workers of the Company at all levels, for their valuable contribution in the working of the Company.
For and on behalf of Board of Directors of SM Auto Stamping Limited
Mr. Mukund Narayan Kulkarni Mr. Suresh GunwantFegde
Chairman And Managing Director Whole Time Director
DIN: 00248797 DIN: 00248850
Address: Alkund Banglow, Krishna Colony Address: No. 9, Jay Ambe Colony Shivaji Shivaji NagarJail Road, Nashik Road Nashik Nagar, Jail Road, Nashik Road Nashik 422101 422101