automotive stampings assemblies ltd Directors report

Dear Members,

Your Directors take pleasure in presenting the Thirty-Third (33^rd ) Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2023. The Management Discussion and Analysis forms part of this Report.

FINANCIAL RESULTS -

(All figures in INR Lakhs, unless stated otherwise)

Particulars	Financial Year
	2022-23	2021-22
Revenue from Sale of Products / Services (Net)	82,823.14	60,763.71
Other Operating Revenue	-	-
Other Income	233.61	227.44
Total Revenue	83,056.75	60,991.15
Cost of Materials Consumed (including change in inventories)	66,624.50	49,068.78
Employee Benefit Expense	4,047,23	3,108.60
Other Expenses	8,899.93	6,999.40
Earnings / (Loss) before Depreciation, Financial Charges and Tax (EBIDTA)	3,485.09	1814.37
Finance cost	1,270.49	1,497.30
Depreciation and Amortization Expense	1,382.07	1,084.41
Profit / (Loss) before exceptional item and Tax	832.53	(767.34)
Exceptional items	-	5998.42
Tax Expense / (Credit)	-	-
Profit/ (Loss) for the year	832.53	5231.08
Other Comprehensive Income (OCI)	4.67	69.57
Total Comprehensive Income/ (loss) (net of taxes)	837.20	5,300.65

DIVIDEND

Considering current fund requirements of the Company, the Board of Directors of the Company has not recommended any dividend.

Dividend Distribution Policy pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board of Directors of the Company had formulated a Dividend Distribution Policy (the Policy). The Policy is available on the website of the Company : www.autostampings.com

TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT, 2013 :

Your Company has not transferred any amount to General Reserve Account under the Companies Act, 2013.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31,2023 was Rs. 1,586.44 Lakhs comprising of 15,864,397 equity shares of Rs. 10 each. During FY 2022-23, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31,2023, none of the Directors or the Key Managerial Personnel of the Company holds instruments convertible into equity shares of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

1. INDUSTRY STRUCTURE AND DEVELOPMENTS:

With the economy gaining momentum, all verticals in auto industry registered growth during FY 2022-23. The Auto Industry registered a growth of 13 per cent. The Passenger Vehicle segment, which includes passenger cars, vans and utility vehicles, registered a growth of 25 per cent. Within this segment, while the Utility vehicle market grew at 33 per cent the Van segment and the Passenger Car segment recorded a growth of 23 per cent and 18 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 39 per cent and LCV segment registered a growth of 23 per cent. The Two-wheeler segment registered a moderate growth of 9 per cent and Three-wheeler segments registered a growth of 13 per cent.

The chart given below shows the production of various categories of vehicles during FY2021-22 vis-a-vis FY2022-23.

Segment	FY2021-22	FY2022-23	% Growth
Passenger cars	18,44,985	21,84,844	18%
Utility vehicles	16,91,081	22,53,272	33%
Vans	1,14,632	1,40,523	23%
Passenger Vehicles	36,50,698	45,78,639	25%
M&HCVs	2,72,167	3,79,259	39%
LCV	5,33,360	6,56,367	23%
Commercial vehicles	8,05,527	10,35,626	29%
Three Wheelers	7,58,669	8,55,696	13%
Two wheelers	1,78,21,111	1,94,59,009	9%
Quadricycle	4,061	2,897	-29%
Total of All Categories	2,30,40,066	2,59,31,867	13%

Source SIAM report Mar23

2. 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 growth in all the segments. This along with introduction of new products such as battery tray and Cooling Tubes, has enabled the Company to achieve growth in revenue by 26.6 % over last year.

3. OPPORTUNITIES:

a) Growth in Automotive demand:

The following factors will contribute to growth in automotive demand, including introduction of new models by the Automotive OEMs.

i. Indias GDP is likely to grow during 2023-24 by 6.7% as per latest estimate by RBI. The demand for passenger cars is likely to grow with the increase in demand for personal mobility, with rise in disposable income.

ii. Considering the focus of the government on infrastructure and growth in GDP, demand for commercial vehicles will be on rise.

iii. 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 Companys major customer is Tata Motors Limited, a leading player in Indian automotive market. It has increased its market share of passenger vehicles to 13.11% in FY 2022-23 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. During the year, the Company has started manufacturing of Battery Tray and Aluminium Cooling Tube” as part of Govts Atma Nirbhar Bharat initiatives.

In the upcoming year, company will be focussing on getting new business from TML for its PV and CV segments. Also, the Company has won new order for critical parts in “Battery Thermal Management Systems” and “Heavy fabrication parts required in lift axle in M&H CV” segments. The Company has further decided to set up manufacturing facilities at Jamshedpur and Sanand, to cater to the customer needs.

4. RISKS AND CONCERNS:

a) Concentrated Customer Base:

The Company derives majority of its revenue from one customer and is striving to increase the share of business with them. The Company continues to diversify its customer base on a continuous basis by focusing on business development activities to increase the customer base and with existing customers where share is low i.e. with Non TML OEM in all segment i.e. EV, PV, CV and export as well .

b) Rising input costs:

The products manufactured by the Company consume mainly steel, where prices continue to fluctuate. While the Customer adjusts the price fluctuation, there is continuous pressure for reduction in conversion and other costs. Also, the minimum wages at Pune region has been inflated significantly in the current year. The Company has on going improvement initiatives, mainly conversion cost reduction, supply chain efficiency improvement and material yield improvement.

c) Skill Availability:

The availability of trained manpower is a challenge particularly in the scenario of growing demand. Your Company focuses on recruitment and in-house skill development to address this Challenge. The Company has also undertaken the initiative to induct apprentices in large numbers and impart training to them for ensuring the required skill availability.

d) Supply chain:

The pandemic COVID-19 has disrupted the supply chain mainly for Auto OEM and also has consequential impact on our manufacturing processes. With continuous efforts, the Company has been able to establish the supplier base in the vicinity of manufacturing plant and taking all necessary measures to minimize the impact.

Your Company has systems in place to identify, assess, monitor and mitigate various risks. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed regularly at the Board meetings.

5. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Particulars	INR (Lakhs)	INR (Lakhs)	% to Sales
	Year Ended March 31,2023	Year Ended March 31,2022	Year Ended March 31,2023	Year Ended March 31,2022
Sales	82,823.14	60,763.71	100	100
Other Income	233.61	227.44	0.28%	0.37%
Total Income	83,056.75	60,991.15
Expenses
Cost of materials consumed (Including change in finished goods and works in process)	66,624.50	49,068.78	80.44%	80.75%
Employee benefits expense	4,047.23	3,108.60	4.89%	5.12%
Finance costs	1,270.49	1,497.30	1.53%	2.46%
Depreciation and amortization expense	1,382.07	1,084.41	1.67%	1.78%
Other expenses	8,899.93	6,999.40	10.75%	11.52%
Total Expenses	82,224,22	61,758,49	99.28%	101.64%
Profit before excep- tion- al items and tax	832.53	(767.34)	1.01%	-1.26%
Exceptional item - (see note below)	-	5,998.42	-	9.87%
Profit/loss before tax	832.53	5,231.08	1.01%	8.61%
Income tax expense	-	-
Other comprehensive income	4.67	69.57	0.01%	0.11%
Profit for the year	837.20	5,300.65	1.01%	8.72%
EBITDA	3,485.09	1,814.37	4.21%	2.98%

Note - Exceptional item

a) During the previous year FY 2021-22, the Company has concluded the transfer of land and building at Halol plant and has recognised a gain of Rs 485.78 Lakhs. Further, the Company has recognised expenses of Rs 660.11 Lakhs towards cost of transfer of the 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 and certain other expenses, consequent to its closure.

b) The Company sold land at Chakan plant along with buildings for a consideration of Rs. 10,100 Lakhs during the previous year. The Company has taken on lease for 15 years, building and a portion of land, 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 Lakh has been recognised in the Statement of Profit and Loss Account for FY 2021-22”

c) In respect of (a) and (b) above, a net gain of Rs. 5,998.42 Lakhs has been recognized as an Exceptional item in the Statement of Profit and Loss Account for FY 2021-22. 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. 22,059.43 Lakhs over last year (approximately 26.6%). As explained above, the improved performance of Automotive industry and consequent higher off-take by our OEM customer along with start of supply of new products has contributed to the increase. Also, apart from volume increase, significant change in steel prices during the year has resulted in back to back fluctuations in our sales prices.

b) The percentage of material consumption to sales has improved during this year, mainly due to product mix and cost saving measure

c) The percentage of employee cost to sales has lowered as compared to last year mainly due to increase in sales in FY 2022-23. Despite the minimum wages for Pune area gone up significantly, 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 2021-22 mainly due to higher sales. Despite an increase owing to additional subcontract cost for new program and inflation in power cost [ fuel adjustment charge], improvement is mainly attributable to continuous 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 of last year which was partially offset by the increase in rate of interest owing to increased repo rate. The Company has also 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 2022-23	FY 2021-22	% Change
1	Debtors Turnover (times of sales)	24.30	22.43	8.3%
2	Inventory Turnover (times of COGS)	14.5	12.7	14.3%
3	Interest Coverage Ratio	1.7	1.06	56.2%
4	Current Ratio	0.59	0.45	31.1%
5	Debt Equity Ratio	-3.02	-2.29	31.9%
6	Operating profit margin (% to sales)	1.01%	-1.26%	-179.6%
7	Net profit margin (% to sales)	1.01%	8.61%	-88.3%
8	Return on Net worth	0.42	1.46	-71.2%

Note .

1. Debtors Turn Over Ratio has improved compared with FY 2021-22 due to effective control on receivables and customer credit term mix.

2. Inventory Turn Over Ratio has improved as compared with FY 2021-22 mainly due to volume increase and control on inventory.

3. Interest coverage ratio has significantly improved since the Company has improved the earning before Interest and tax during the year.

4. Current ratio has slightly increased as compared to previous FY 2021-22, mainly due to settlement of commodity fluctuation completed at year end and one time tooling program billing completed at year.

5. Debt to equity ratio continues to be negative as the company has negative net worth which has decreased from INR (3,571.42) Lacs as at March 31st, 2022 to Rs INR (2,734.22) Lacs as at March 31st, 2023. During the year, the companys borrowing has increased from 4,284.28 Lacs to 4,600.00 Lacs owing to capex for new product.

6. Operating profit margin improvement owing to improved operational efficiencies in terms of material savings, labour productivity, original equipment efficiency and EBITDA.

7. New Profit Margin reduction is attributable to one-time exceptional income in FY 2021-22, as explained above.

8. Return on Net Worth Ratio has declined due to one-time exceptional income in FY 21-22 and temporary increase in working capital in Current Year 2022-23

The Company had negative net worth of Rs. 3571.42 Lakhs as at March 31, 2022 which has improved by Rs. 832.53 Lakhs to negative net worth of Rs. 2,734.22 Lakhs. Net worth has improved due to increase sales and improvement in operational efficiency as explained above.

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.

• Companys 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 battery trays and lid, cooling tubes using CNC bending and induction Brazing process for various new programmes in EV segment 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 (PlD) controllers to interface with process plant or machinery. Your Company is undertaking various new technology initiatives, process up gradation and system enhancements like installation of Robotic Welding Lines for new Customer programmes.

SEGMENT-WISE PERFORMANCE

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

FUTURE OUTLOOK

The market has started showing improvements consecutively for last 6 quarters. The growth of Auto Industry which is largely driven by infrastructure development and GDP growth is likely to get further push by various policy measures by the Government.

All sub-sectors within the automobile industry are rebounding from the pandemic. The industry has shown resilience with both sales and values increasing. Innovation and technology 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.

The Board is of the view that the coming year shall be more fruitful considering the increasing demand in the Passenger Electric Vehicle and M&HCV segment. The management is proactively working on developing products and customers under the guidance and leadership of the Board members.

STATE OF COMPANYS AFFAIRS

Discussion on state of Companys 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 Companys internal financial controls were adequate and effective during the financial year 2022-23.

RELATED PARTIES

Note No. 36 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 arms length. The details 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 pertaining to previous periods. 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 succor 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 Chief Medical officer.

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 Chief Medical 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.

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 in first 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

Mr. Amit Dey (DIN: 09750551), was appointed as an Additional Director of the Company by the Board of Directors w.e.f. September 30, 2022. Appointment of Mr. Amit Dey as Non-Executive Non-Independent Director of the Company liable to retire by rotation was subsequently approved by the members of the company through postal- ballot on December 23, 2022.

Retirement / resignation / Cessation of Directorship

Mr. Bharatkumar Parekh (DIN 01521346) 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. Deepak Rastogi (DIN: 02317869), Non-Executive Non- Independent Director of the Company resigned from the post of directorship due to personal reasons w.e.f. September 16, 2022.

Key Managerial Personnel

During the year under review following are changes with respect to Key Managerial Personnel of the companies:

1. Mr. Jitendraa Dikkshit Manager designated as Chief Executive Officer of the company has tendered his resignation w.e.f April 30, 2023 due to personal reasons.

2. On recommendation of Nomination and Remuneration Committee, Board of Directors of the Company at its meeting held on March 17, 2023 subject to approval of the Members of the Company and Central Government, if any, had approved the appointment of Mr. Suhas Dode as Manager designated as Chief Executive Officer - (Key Managerial Personnel) of the Company for Five years w.e.f. May 01, 2023 to April 30, 2028

3. During the period under review, Mr. Yogesh Jaju, had resigned from the post of Chief Financial Officer due to personal reasons w.e.f. September 24, 2022. On recommendation of Nomination and Remuneration Committee Board of Directors of the Company had appointed Mr. Jayadev Mishra as Chief Financial Officer of the company w.e.f. September 16, 2022.

4. Mr. Prasad Zinjurde, resigned from the post of Company Secretary and Compliance officer due to personal reasons w.e.f. March 11,2023

5. On recommendation of Nomination and Remuneration Committee, Board of Directors of the Company at its meeting held on April 28, 2023 , had approved the appointment of Mr. Shrikant Joshi, as Company Secretary and Compliance officer (Key Managerial Personnel) of the Company w.e.f. April 28, 2023.

During the period under review, there were no other changes in the Key Managerial Personnel of the Company except as disclosed above.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board has carried out the annual performance evaluation for FY 2022-23 of (a) its own performance; (b) the Directors individually; and (c) the working of its Committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, and the Risk Management Committee. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

The details of the Remuneration Policy as approved and adopted by Board are stated in the Corporate Governance Report.

POLICY W.R.T. QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness (“Governance Guidelines” or “guidelines”) which inter-alia cover the criteria for determining qualifications, attributes and independence 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

The details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year under review, the total borrowings as at March 31, 2023 stood at Rs 4,600 Lakhs as compared to Rs 4,283.00 Lakhs as at March 31, 2022.

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, 2023.

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 and effective during the FY 2022- 23.

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, 2023, 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, 2023 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care have been taken for the maintenance of accounting 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 I to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Companys website at www.autostampings.com

PERSONNEL

At the end of March 31, 2023, your Company had 1648 employees (excluding trainees and apprentices) as compared to 1390 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 employees 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, WCSQ, Kaizen and other various systems to improve overall performance of all plants.

Information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure II to this Report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given since there is no employee who received remuneration in excess of the limits prescribed therein.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at e-mail - cs@autostampings.com. None of the employee listed in the said Annexure is related to any Director of the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental

thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to 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 2022- 23.

RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Boards Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company did not have any subsidiaries, associates or joint ventures during the year under review. AUDITORS

1. Statutory Auditors:

At the 32nd AGM held on June 09, 2022, pursuant to the provisions of the Act and the Rules made thereunder, B S R & Co. LLP, Chartered Accountants, Pune (Firm Registration no. 101248W/W-100022) were appointed as Statutory Auditors of the Company, to hold office for a period of 5 years from the conclusion of 32^nd AGM held on June 09, 2022 till the conclusion of 37^th AGM to be held in FY 2027-28.

The Statutory Auditors Report for FY 2022-23 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, 2023. The observations of the Statutory Auditors in their Reports are self-explanatory and therefore Directors dont have any further comments to offer on the same.

2. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Prajot Tungare & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for FY 2022-23.

The Report of the Secretarial Audit is annexed herewith as Annexure III to this Report. There are no qualifications, reservations or adverse remarks or disclaimer in the said report and therefore Directors dont have any further comments to offer on the same Pursuant to Listing Regulations read with SEBI circular No. LIST/COMP/14/2018 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 debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed to Corporate Governance Report.

3. Cost Auditor:

The Cost audit under provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company. Hence the Company has not conducted the cost audit for the financial year 2022-23.

Maintenance of cost records has been specified by the Central Government under section 148 (1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 for the business activities carried out by the Company, accordingly company has maintained cost records.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review no such instance was occurred.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review no such instance was occurred.

FORWARD LOOKING STATEMENTS

Certain statements describing the Companys 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 Companys operations.

For and on behalf of the Board of Directors

	(Pradeep Bhargava)
	Chairman
	(DIN: 00525234)
Place: Pune
Date : April 28, 2023