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EQUITY - MARKET SCREENER

Automotive Stampings & Assemblies Ltd
Industry :  Auto Ancillaries
BSE Code
ISIN Demat
Book Value()
520119
INE900C01027
-22.5211854
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
ASAL
0
674.76
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: May 26, 2022 05:00 AM

Dear Members,

Your Directors take pleasure in presenting the Thirty-Second (32nd) Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2022. The Management Discussion and Analysis forms part of this Report. FINANCIAL RESULTS - (All figures in INR Lakhs, unless stated otherwise)

Particulars Financial Year
2021-22 2020-21
Revenue from Sale of Products/Services(Net) (including operating 60,763.71 33,913.02
income)
Other Income 227.44 5.20
Total Revenue 60,991.15 33,918.22
Cost of Materials Consumed (including change in inventories) 49,068.78 25,797.03
Employee Benefit Expense 3,108.60 2,920.12
Other Expenses 6,999.40 5,195.20
Earnings/(Loss) before Depreciation, Financial Cost and Tax 1,814.37 5.87
Finance Cost 1,497.30 1,829.34
Depreciation and Amortization Expense 1,084.41 1,146.42
Profit/(Loss) before exceptional items and Tax (767.34) (2,969.89)
Exceptional items 5998.42 -
Tax Expense/(Credit) - -
Profit/(Loss) for the year 5231.08 (2,969.89)
Other Comprehensive Income/(loss) (OCI) 69.57 (18.85)
Total Comprehensive Income/(loss)(net of taxes) 5,300.65 (2,988.74)

DIVIDEND

The Board of Directors of the Company has not recommended any dividend, considering the current financial position of the Company and future requirement of funds.

TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT, 2013 : The Company has not transferred any amount to General Reserve Account. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2022 was Rs. 1,586.44 Lakhs, comprising 15,864,397 equity shares of Rs. 10 each. During FY 2021-22, the Company has neither issued any shares including those with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2022, none of the Directors or the Key Managerial Personnel of the Company held any Equity Shares or instruments convertible into equity shares of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

1. INDUSTRY STRUCTURE AND DEVELOPMENTS:

The Company is engaged in development, manufacture and selling of automotive components mainly sheet metal components, welded assemblies and modules for automobiles.

The performance of automotive industry was significantly impacted during the FY 2020-21 on account of pandemic Covid-19. The industry and all its segments recorded negative growth. During the current year, with the pandemic waning and the economy gaining momentum, most verticals in auto industry registered growth, which was partly due to lower base of previous year. While the Auto Industry registered a growth of 1 per cent, the Passenger Vehicle segment, which includes passenger cars, vans and utility vehicles, registered a growth of 19 per cent. Within this segment, the utility vehicle market grew by 43 per cent and the Van segment and the Passenger Car segment recorded a growth of 7 per cent and 4 per cent, respectively. The Commercial Vehicle segment also registered a growth of 29 per cent. Within the CV segment, the M&HCV segment registered a growth of 50 per cent and LCV segment registered a growth of 20 per cent. The Two Wheeler segment registereda negative growth of3 per cent and Three Wheeler segmentregistered a growth of 23 per cent.

The chart given below shows the production of various categories of vehicles during FY 2021-22 vis-a-vis FY2020-21.

(Source SIAM report March 22) OPERATIONS

During the year under review, your Company has three manufacturing facilities at Chakan Unit-1, Chakan Unit-2, Pune (Maharashtra) and Pantnagar (Uttarakhand). All major customers (Auto OEMS) including anchor customer Tata Motors Limited, recorded a positive growth in all segments. This has enabled the Company to achieve growth in revenue by 79.18% over last year, partly attributable to lower sales in FY 2020-21, which mainly related to impact on account of pandemic Covid-19. (Please refer to details given in the discussion on financial performance). Consequent to the emergence of second wave of the pandemic Covid-19, your Company undertook timely and essential measures to ensure the safety and well-being of its employees at all its plant locations and offices. The employee support in terms of adherence to our benchmark COVID SOP?s and ensuring timely vaccination, has helped in minimizing its impact on our operations.

Our Customer Satisfaction and Engagement score jumped by 33% over last year with an Ex-Index of 67%.

3. OPPORTUNITIES: a) Growth in Automotive demand:

The following factors will contribute to growth in Automotive demand, including introduction of new mocels by the Automotive OEMs. i. India?s GDP is likely grow during 2022-23 by 7.2% as per latest estimate by RB|. The demand for passenger cars is likely to grow with the increase in demand for personal mobility, with rise in disposable income. i. Considering the focus of the government on infrastructure and growth in GDP, demand for commercial vehicles will be on rise. The government has introduced ‘Production Linked Incentive (PLI)? which proposes financial incentives of up to 18% to boost domestic manufacturing of advanced automotive technology products and attract investments in the automotive manufacturing value chain. iv. In order to promote environmental initiative, the Government has given lot of incentives for electric vehicles (EVs). b) Affiliation with market leader: The Company?s major customer is Tata Motors Limited, a leading player in Indian automotive market. It has increased its market share of passenger vehicles to 12.14% in FY 2021-22 from 5% in FY 2019-20. Tata Motors has and continues to focus on new models in passenger vehicle segment, including electric vehicles. c) Manufacturing capability: The components manufactured by the Company require development of tooling and dies and appropriate manufacturing process. The Company has an established supplier base to supply parts as per our Standards and requirements.

4, RISKS AND CONCERNS: a) Concentrated Customer Base:

The Company derives majority of its revenue from one customer. The Company continues to diversify its customer base on a continuous basis by focusing on business development activities to increase the customer base and is striving to increase share of business with existing customers, where Company?s share is low. b) Rising input costs: The product manufactured by the Company consume mainly steel, where prices continue to rise exponentially. While customer adjusts the price, there is continuedpressure for reduction in conversion and other costs. The Company has on going improvement initiatives mainly,conversion cost reduction, supply chain efficiency improvement and material yield improvement. c) Skill Availability: Your Company focuses on recruitment and in-house skill development to address this Challenge. d) Supply chain: The pandemic COVID-19 has disrupted the supply chain mainly for Auto OEM and also has consequential impact on our cycle times and manufacturing processes. The Auto OEMs are taking all necessary measures to minimize the impact on supply chain. 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.

5. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: Summerised financial performance

Particulars INR (Lakhs) Year Ended INR (Lakhs) Year Ended % to Sales Year Ended Year Ended
March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
Sales 60,763.71 33,913.02 100 100
Other Income 227.44 5.20 0.37% 0.02%
Total Income 60,991.15 33,918.22
Expenses
Cost of materials 49,068.78 25,797.03 80.75% 76.07%
consumed (Including
change in finished
goods and works in
process)
Employee benefits 3,108.60 2,920.12 5.12% 8.61%
expense
Finance costs 1,497.30 1,829.34 2.46% 5.39%
Depreciation and 1,084.41 1,146.42 1.78% 3.38%
amoritzation expense
Other expenses 6,999.40 5,195.20 11.52% 15.32%
Total Expenses 61,758,49 36,888.11 101.64% 108.77%
Profit before excep- (767.34) (2,969.89) -1.26% -8.76%
tional items and tax
Exceptional item - 5,998.42 - 9.87% 0.00%
(see note below)
Proft/loss before tax 5,231.08 (2,969.89) 8.61% -8.76%
Income tax expense - -
Other comprehensive 69.57 (18.85) 0.11% -0.06%
income
Profit for the year 5,300.65 (2,988.74) 8.72% -8.81%
EBITDA 1,814.37 5.87 2.98% 0.02%

Note - Exceptional item a) The Company concluded the transfer of land and building at Halol plant during the year and recognised gain of Rs 485.78 Lakhs. Further, the Company recognised expenses of Rs 660.11 Lakhs towards cost of transfer of identified plant and equipment to other manufacturing facilities, write off of certain property, plant and equipment having no continuing use, one-time termination compensation to employees relating to Halol plant, consequent to its closure and certain other expenses. b) During the year under review, Company sold land at Chakan plant along with buildings for a consideration of Rs 10,100 Lakhs. The Company has taken building and a portion of land, on lease for 15 years, on which the operations of the Company will continue. Consequently, the right to use of asset of Rs. 743.88 Lakhs and lease liability of Rs. 3,427.16 Lakhs are recognized in books. Net gain of Rs 6,172.75 has been recognised. In respect of (a) and (b) above, a net gain of Rs 5,998.42 Lakhs has been recognised as an exceptional item. Out of sale proceeds, the Company repaid the borrowings of Rs. 10,971.60 Lakhs.

Explanation for other items - a) Sales have increased by Rs 26,850.69 Lakhs over last year (approximately 79%). As explained above, the improved performance of Automotive industry and consequent higher off-take by our OEM customer has contributed to the increase. Also, apart from volume increase, significant change in steel prices during the year has resulted in back to back increase in our sales prices. This has partly contributed to the increase in sales. b) The percentage of material consumption to sales has increased during the year, mainly due to steep hike in steel prices. The Company has arrangement with the customers for price correction where major price changes occur. Though we have recovered major portion of steel price hike from customers, the material cost has also been impacted due to product mix. c) The percentage of employee cost to sales has lowered as compared to last year mainly due to increase in sales in FY 2021-22. Also, a part of improvement is attributable to continuous focus on productivity and rationalization measures. d) The percentage of other expenses to sales has improved from previous year FY 2020-21 mainly due to higher sales. The Company continues to focus on control on the fixed expenses and cost saving programmes. e) Finance cost has improved substantially due to reduction in borrowings by utilizing proceeds of land sale. The Company has managed working capital requirements effectively. f) The operating profit margin (EBITDA) has improved mainly due to volume growth in sales. In order to improve operating margin, there had been continuous efforts towards volume increase from the existing and new customers. Besides there had been a continued focus on on various initiatives including cost optimization through operational efficiency, and rationalization of existing operations. KEY FINANCIAL RATIOS

Sr. No Ratios FY 2021-22/ as at FY 2020-21/ as at % Change
March 31, 2022 March 31, 2021
1 Debtors Turnover (times 22.43 10.80 107.80
of sales)
2 Inventory Turnover (times 12.70 7.57 67.67
of sales)
3 Interest Coverage Ratio 1.06 0.00 79.03
4 Current Ratio 0.45 0.38 19.07
5 Debt Equity Ratio -2,29 -1.79 28.43
6 Operating profit margin (% -1.26% -8.76% 86%
to sales
7 Net profit margin (% to 0.09% (0.09)% 198.30
sales)
8 Return on Net worth 1.46 (0.16) 990.93

- Interest coverage ratio has significantly improved since the Company has improved the earning before Interest and tax during the year. Current ratio has slightly increased as compared to previous FY 2020-21, mainly due to inventory increase consequent to volume increase and increase in input prices. Debt to equity ratio continues to be negative as the company has negative net worth which has decreased from Rs. (8872.07) Lakh as at March 31, 2021 to Rs.(3571.42) Lakhas at March 31, 2022 During the year, the Company has reduced its borrowing from Rs. 15,737.00 Lakh to Rs. 4283.00 Lakh. Net profit margin - Company has improved operational efficiencies in terms of material savings, labour productivity, original equipment efficiency and EBITDA.

- The Company had negative net worth of Rs 8872.07 Lakhs as at March 31, 2021 which has improved by Rs 5300.65 Lakhs to negative net worth of Rs. 3,571.42 Lakhs. Net worth has improved due to reduction in operating losses and exceptional gain as explained above. The Company has improved operational efficiencies in terms of material saving, labour productivity, original equipemnt efficiencies & EBITDA. Return on Net Worth Ratio has improved due to land sale proceeds, improvement in operational efficiencies and reduction in borrowings. Debtors Turn Over Ratio has improved compared with FY 2020-21 due to effective control on receivables and discounting facility with OEM customers. Inventory Turn Over Ratio has improved as compared with FY 2020-21 mainly due to volume increase and control on inventory. The Management is confident that the cost reduction initiatives and operational efficiencies are sustainable. Your Company has been attentively managing its net working capital and was able to keep it under control. Also, we were able to add new customers. The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business. The Company is working towards being resilient in order to sail through the current situation. It is focused on controlling the fixed costs, maintaining liquidity and meticulously managing supply chain issues to ensure that the manufacturing facilities operate smoothly. Your Company operates its business in conformity with the highest ethical and moral standards and employee centricity.

COMPANY?S OWN TECHNOLOGY/ PROCESSES / SYSTEM IMPROVEMENT PLAN

Your Company is also upgrading its technology to participate in new vehicle programmes launched by Customers. During the year under review your Company has implemented and productionised laser cut machines and press break for various new programmes especially at Chakan plant 2.

Your Company has implemented SCADA (Supervisory Control and Data Acquisition) based Automated BAR CODE System for RTB (Rear Twist Beam) higher end assembly fora customer passenger car. SCADAis a control system architecture comprising computers, networked data communications and Graphical User Interfaces (GUI) for high-level process supervisory management, while also comprising other peripheral devices like programmablelogic controllers (PLC) and discrete proportional-integral-derivative (PID) controllers to interface with process plant or machinery. All these efforts have resulted in improvement in productivity and customer satisfaction. The profitability of the Indian Auto Components Industry is likely to continue to be subdued due to pricing Pressures from OEMs. Your Company is undertaking various new technology initiatives, process up gradation and system enhancements like installation of Robotic Welding Lines for new Customer programmes at Chakan and Pantnagar plants.

SEGMENT-WISE PERFORMANCE

Your Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

The market has started showing improvements since quarter threeof FY 2021-22. The growth of Auto Industry which is largely dependent on infrastructure building and financing options are expected to grow in line with the GDP growth estimated.

All sub-sectors within the automobile industry are rebounding from the pandemic. The industry has shown resilience with both sales and values increasing. Innovation is continuing at a strong pace, investment in new capacity, particularly for electric vehicles (EVs), is soaring, and customer demand is increasing. Despite the pressures, the outlook for the industry is positive.

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 2021-22.

RELATED PARTIES

Note No. 37 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 cetails of the transactions are tabled before the Audit Committee. Further details on this are explained in the Corporate Governance Report. 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 is not mandatorily required to spend any amount in view of the losses. Your Company has however been undertaking CSR initiatives voluntarily. CSR Committee constituted in terms of Section 135 of the Companies Act, 2013 monitors the CSR activities undertaken by the Company as per CSR Policy. The CSR Policy has been uploaded on the website of the Company: www.autostampings.com. The employees from all plants of the Company voluntarily contribute their time by extending support to orphanages/ old age homes, schools, etc., to provide some companionship and succour to children and aged people.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to provide a safe, secure and healthy workplace and this has been documented in the Health, Safety and Environment (HSE) policy which is part of the Overarching Wellness strategy of Company. Company has therefore adopted a comprehensive approach to implement this by adopting ‘Total Safety Culture? concept across its operations.

All the Plants of your Company have been certified for EMS 14001 and ISO 45001:2018 and National Safety Council (NSC). During the period under review, all plants are especially focused on the wellness (Safety) initiative like, safety week celebration, annual medical check-up, road safety traffic management in plant premises and monthly wellness programme have been conducted by the Group Medical Chief Officer.

In the FY 2021-22, your Company has engaged the British Safety Council (BSC) for certification. Your Company is in process of getting BSC certification. Internal Audits of BSC for health, safety and environment have been conducted at all Plants every quarter wherein all plants received 5 star ratings. Further safety training and awareness initiatives have been undertaken during the year. Health checks and counselling are extended to employees by the Group Medical Chief officer.

During the year, the scope of safety has been further strengthened in all operations in our company. Regular safety drills and safety audits are conducted at all plants. The requisite training is provided to the employees in Safety. Safety enforcement is continuously being monitored and the company is taking guidance from reputed agencies in this activity. To mitigate pandemic situation, continuous awareness of risks is being evaluated and steps like wearing of masks, sanitization, social distancing, SOPS in canteen, face punching instead of thumb punching, punching cards given to all official staff, temperature checking is being done.

The company is connecting to local agencies for dissipation of information like vaccination centres. 80% of employees above the age of 45 have already taken the vaccine. The Company has taken initiatives to reduce its carbon footprint by reducing power consumption, using solar power and initiated reuse of cartoon boxes for normal packing.

There is a continued focus on tracking of “near miss” incidences which has resulted not only in reduction of reportable accidents but even infirst aid injuries and non- reportable accidents. Safety competitions, presentations on safety kaizens, environment mock drills, environment day celebration etc. are conducted for achieving a safe and healthy work environment. Your Company has taken initiatives to reduce its carbon footprint by reducing power consumption and selling steel scrap to be reprocessed and sold.

Your Board of Directors are regularly updated on Health, Safety and Environment related matters.

QUALITY INITIATIVES

All the manufacturing Plants of your Company are certified under TS 16949 and ISO 14001, 18001. Your Company has been implementing the Tata Business Excellence Model to build excellence in its business operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

. Appointment of Directors

At the 31st Annual General Meeting of the Company held on May 28, 2021, Mr. Prakash Gurav was appointed as Independent Director of the Company for first term of five years w.e.f. April 05, 2021.

Retirement / resignation / Cessation of Directorship

Mr. Arvind Goel (DIN: 02300813) will retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

During the year, Mr. Sanjay Sinha, (DIN: 08210898) Non-Executive Non- Independent Director of the Company resigned from the post of directorship due to personal reasons. The Board of Directors placed on record its sincere appreciation for the valuable guidance and immense contributions made by Mr. Sanjay Sinha during his tenure as Director of the Company.

- Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are: Mr. Jitendraa Dikkshit, Manager designated as Chief Executive Officer, Mr. Yogesh Jaju, Chief Financial Officer and Mr. Prasad Zinjurde, Company Secretary. During the period under review, there was no change in the Key Managerial Personnel of the Company.

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 5, 2017, the Board has carried out the annual performance evaluation for FY 2021-22 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? and the ‘Stakeholders Relationship 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 WITH REFERENCE TO 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 of a Director. The 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 SEBI Listing Regulations that:

a. they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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, as applicable and they hold valid registration certificate with Data Bank of Independent Directors.

BOARD AND COMMITTEE MEETINGS

During the year under review total 6 board meetings were held. 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.

MATERIALCHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year, the Company transferred the ownership of its land and building situated at Chakan Plant-1 and partially land and building is taken on long term lease for running the operations. Out of sales proceeds of land, the Company has repaid the borrowings of INR 10,971.60 lakhs. This will reduce the interest burden in future years. Consequently, as of March 31, 2022, the total liabilities exceeded its total assets by INR 3,571.74 lakhs as compared to INR 8,872.07 Lakhs as at March 31, 2021. The total borrowings as at March 31, 2022 stood at Rs 4,283 Lakh as compared to Rs 15,700.00 Lakh as at March 31, 2021. Shareholders are requested to refer Notes of the financial results released on April 25, 2022 for more details.

No other material changes and commitments occurred which might adversely affect the financial position of the company.

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, 2022.

CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with the Certificate of 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 & effective during the FY 2021-22.

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, 2022, 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 the state of affairs of the Company as at March 31, 2022 and of the loss of the Company for the year ended on that date:

3. proper and sufficient care have been taken for the maintenance of accounting records in accordance with 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 | to this Report.

ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and Administration) Rules, 2014 then Annual Return for FY 2021-22 is available on company?s website at www. autostampings.com

PERSONNEL

At the end of March, 2022, your Company had 1390 employees (excluding trainees and apprentices) as compared to 435 employees as on March 31, 2022.

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 are 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 TPM, VWCSQ, 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 ||| to this Report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) (i) to (ili) 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 inquire 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 2021- 22.

Your Company has not received any complaint of sexual harassment during the financial year 2021 - 22.

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 27th AGM held on July 28, 2017, pursuant to the provisions of the Act and the Rules made thereunder, BSR&Co. LLP, Chartered Accountants, Pune (Firm Registration no. 101248WAV-100022) were appointed as Statutory Auditors of the Company, to hold office for a period of5 years from the conclusion of 27th AGM held on July 28, 2017 till the conclusion of 32nd AGM to be held in FY 2022-23.

The Statutory Auditors? Report for FY 2021-22 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, 2022. 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.

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. Prajot Tungare & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for FY 2021-22.

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 and therefore Directors don?t have any further comments to offer on the same Pursuant to Listing Regulations read with SEBI circular No. LIST/C OMP/1 4/2018 dated June 20, 2018, a certificate from M/s. Prajot Tungare & Associates, Practicing Company Secretaries that none of the Directors on the Board of the Company have been cebarred 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.

Cost Auditor:

During the year under review cost audit & maintenance of cost record was not applicable.

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.

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 materially from those either expressed or implied in this Report.

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
(Pradeep Bhargava)
Chairman
(DIN: 00525234)
Place: Pune
Date : April 25, 2022