Your Directors are pleased and privileged to present 37thAnnual Report and
the Audited Accounts of the Company for the year ended March 31, 2023.
| Financial Results |
|
(Rs. InLakhs) |
| PARTICULARS |
2022-23 |
2021-22 |
| Gross total income from operations |
28734.33 |
28919.82 |
| Other Income |
121.74 |
112.86 |
| Profit before Interest, Depreciation and Tax (PBIDT) |
3638.24 |
3419.77 |
| Interest |
340.76 |
152.22 |
| Profit before depreciation and Tax (PBDT) |
3297.48 |
3267.55 |
| * Depreciation |
1324.80 |
1291.86 |
| Profit before Exceptional Item |
1972.69 |
1975.69 |
| C S R |
54.98 |
54.21 |
| Extraordinary Item |
0 |
0 |
| Profit after CSR |
1917.70 |
1921.48 |
| Provision for Taxation |
|
|
| i) Current Year |
503.51 |
522.62 |
| ii) Deferred Taxation |
-54.21 |
11.22 |
| Net Profit before Extraordinary Item |
1468.38 |
1387.64 |
| Extraordinary Item |
0 |
0 |
| Profit after Extraordinary Item |
1468.39 |
1387.64 |
Note: Figures have been re-grouped wherever necessary to confirm to current period
classification.
DIVIDEND
Your Directors recommended dividend of Rs.2.50 per equity share (25%) of face value of
Rs.10/- each for the year ended March 31,2023.
CREDIT RATING
The companys financial discipline and prudence is reflected by becoming a debt free
company for the last few years and credit ratings ascribed by CRISIL
Long term rating : CRISILA- /Stable (Reaffirmed)
Short term Rating : CRISILA2+ (Reaffirmed)
Review of business operations:
In the year 2022-23 the 2 & 3-Wheeler I.C. Engines Domestic & Global Automotive
Industry was passing through one of the most challenging times with the introduction of
electrical 2 & 3 wheelers. Added to this non availability of semiconductors for
motorcycle production effected during the year. B. S. IV Moreover rural economy showed
signs of slow down. Domestic Industry performed 10 to 15% less than pre covid pandemic,
This is another steady year of growth, despite performing in a highly competitive
environment. The Companys endeavor is to leverage its technology to meet the needs of the
market and strengthen its position in its area of business. The overall economy in the
country started picking from during this year after Covid-19 pandemic and resultant
lockdowns. Company taken effective steps for manufacturing cost effective production.
Finally, Company achieved reasonably good financial results.
The Company posted the gross turnover of Rs.28734.33 lakhs during year 2022-23 as
against Rs.28919.82 Lakhs in the previous year 2021-22 and Net turnover of Rs.23611.82
Lakhs during the year 2022-23 as compared to Rs.23677.12 Lakhs for the previous year
2021-22.
The company R&D expenditure is Rs.35.42 Lakhs during the year to catch up with
up-gradation of technology and to meet OEMs ever demanding quality and new developments
requirement to improve life cycle of their product meeting BS-VI norms of environmental
standards for Auto components.
The operations of the Company on the whole have been satisfactory.
In pursuance of National Electric Mobility Machine Plan (NEMMP) and other initiatives
and Government to achieve long term growth in industry and reduced emissions and oil
dependents. To meet these stringent environmental regulations on pollution and carbon
emissions have necessitated heavy investments in both automobile and also auto parts such
as our industries.
Company is now focusing customer preferences and distributions channels and always
exploring new avenues in the export market and Domestic Replacement market which will give
encouraging results.
Earnings Before Depreciation, Interest and Tax (PBDIT) at Rs.3638.24 lakhs as against
previous year of Rs.3419.77 Lakhs. The Profit Before Tax was at Rs.1917.70 lakhs as
compared to Rs. 1921.48 lakhs in 2021-22.
FUTURE PROSPECTUS:
In line with motto of ‘Reshaping our business for tomorrow Samkrg is serving the
growing needs of our Business Accounts and Individual Customers of export and domestic and
also OEM Customer segments by offering cost effective prices and different Products and
Services. Our end to end operation across the value chain, from gross level customers
enables us to deliver superior quality products. Over the years, we have built strong
relationship with the domestic and overseas customers for our Replacement Market and other
channel partners that has allowed us to serve all Customer segments through our nationwide
professional distribution network. We are now leveraging this extensive network
established for our products to extend our customer-centric services.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 with respect to the Directors
Responsibility Statement, the Board of Directors of the Company hereby confirms:
• In the participation of Annual Accounts, the applicable Indian accounting
standards have been followed and that there have been no material departures.
• 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 as at March 31, 2023 and
the profit loss account of the Company for that period.
• The Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
• The Directors had prepared the Annual accounts on a going concern basis and
• The Directors, in the case of listed company had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively
• 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 Companys Internal Auditors have conducted periodic audit to provide
reasonable assurance that the Companys established policies and procedures have been
followed. The Audit Committee of the Board meets once in a quarter with Internal Auditors
to review internal control and financial reporting issues.
RISK MANAGEMENT COMMITTEE
Risk management committee consists of the following
Directors:
| 1. Mr. S.D.M. Rao |
Chairman |
| 2. Mr. Pinninti Raghu Prakash Swamy |
Member |
| 3. Mr. K Chaitanya Abhishek |
Member |
RISK MANAGEMENT POLICY
The company has taken all the steps to mitigate the following risks:
Raw material prices: Ours is a continuous high volume manufacturing industry. Our
profitability will depend on change in the price in raw materials and input costs.
Foreign currency Risks: Exchange rate fluctuations may sometimes effect. Adequate steps
were taken.
Competition and Price Pressure: The Company is facing stiff competition in the segments
of OEMs and aftermarket as well as price pressure from the OEMs which playing major roll
on the profitability of the company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility committee consists of the following Directors:
| 1. Mr. S Kishore |
Chairman |
| 2. Mr: Pinninti Raghu Prakash Swamy |
Member |
| 3. Mr. K Chaitanya Abhishek |
Member |
Corporate social responsibility policy was adopted by the Board of Directors on the
recommendation of corporate social responsibility committee.
Report on corporate social responsibility as per Rule8 of Companies (Corporate Social
Responsibility) Rules, 2014 is prepared and the same is enclosed as annexure -3.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)
The Independent Directors have submitted the declaration of independence as required
pursuant Sec. 149(7) of the Companies Act, 2013 stating that they meet the criteria of
independence as provided in Sec. 149(6).
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of the following Directors namely
Mr. K Chaitanya Abhishek, Ms. Nama Rishita, Mr. Pinninti Raghu Prakash Swamy
Brief description of terms of reference:
• 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 for their appointment and removal;
• Carry on the evaluation of every directors performance;
• Formulation of the criteria for determining qualifications, positive attributes
and independence of a director;
• Recommend to the Board a policy relating to the remuneration of the directors,
key managerial personnel and other employees;
• Formulation of criteria for evaluation of independent Directors and the Board;
• Devising a policy on Board diversity; and
• Any other matter as the Board may decide from time to time.
Nomination and Remuneration policy
The objective of the Policy:
1. To lay down criteria and terms and conditions with regard to identifying persons who
are qualified to become Directors (Executive and Non-Executive) and persons who may be
appointed in Senior Management and Key Managerial positions and to determine their
remuneration.
2. To determine remuneration based on the Companys size and financial positions and
trends and practices on remuneration prevailing in peer companies.
3. To carry our evaluation of the performance of Directors.
4. To provide them reward linked directly to their effort, performance, dedication and
achievement relating to the Companys operations.
5. To retain, motivate and promote talent and to ensure long term sustainability of
talented managerial persons and create competitive advantage.
POLICIES ON APPOINTMENT OF DIRECTORS AND REMUNERATION
Your Company recognizes the importance and benefits of having the diverse Board to
enhance quality of its performance and has adopted a Nomination and Remuneration Policy as
formulated by the Board of Directors. The Companys Nomination and Remuneration Policy has
laid down a framework for remuneration of Directors (Executive and NonExecutive), Key
Managerial Personnel and Senior Management Personnel.
These Policies are available on the Companys website at
thehttps://www.samkrgpistonsandrings.com
PERFORMANCE EVALUATION OF DIRECTORS AT BOARD AND INDEPENDENT DIRECTORS MEETINGS
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried
out an annual performance evaluation of its own performance, the directors individually as
well as the evaluation of the working of its various Committees for the financial year
2022-23. The evaluation was conducted on the basis of a structured questionnaire which
comprises performance criteria such as performance of duties and obligations, independence
of judgement, level of engagement and participation, attendance of directors, their
contribution in enhancing the Boards overall effectiveness, etc. The Board has expressed
their satisfaction with the evaluation process. The observations made during the
evaluation process were noted and based on the outcome of the evaluation and feedback of
the Directors, the Board and the management agreed on various action points to be
implemented in subsequent meetings. The observations included those relating to further
improvement in participation and deliberations at the meetings and conduct of the
meetings, circulation of board presentations and its content.
The independent directors met on 29.05.2023 without the presence of other directors or
members of Management. All the independent directors were present at the meeting. In the
meeting, the independent directors reviewed performance of non-independent directors, the
Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow
of information between the Company management and the Board.
FAMILIARIZATION PROGRAMME
Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations, the Company has put in
place a system to familiarize its Independent Directors about the Company, its financial
products, the industry and business model of the Company. In addition, the Company also
updates on continuous basis to the Independent Directors about the ongoing events and
developments relating to the Company, significant changes in regulatory environment
through the Board/ Committee meetings and separate familiarisation programme(s).
Familiarization Programme details:
| (i) No. of programs attended by Independent Director |
During the year |
3 |
| (during the year and on a cumulative basis till date) |
Cumulative |
22 |
| (ii) No. of hours spent by Independent Directors |
During the year |
3.30 |
| in such programs (during the year and on |
Cumulative |
23.30 |
| a cumulative basis till date) |
|
|
Pursuant to Regulation 46 of SEBI (LODR) Regulations the details of Familiarization
Programme is uploaded on the Companys website.
POLICY FOR PROHIBITION OF INSIDER TRADING
Vide notification No. EBI/LAD-NRO/GN/2018/59
Securities and Exchange Board of India (SEBI) has notified SEBI (Prohibition of Insider
Trading) (Amendment) Regulations, 2018 with effect from April 01,2019. The Company has
accordingly formulated and adopted Code for Fair Disclosure of Unpublished Price Sensitive
Information. The said code is also available on the website of company.
The Company has also adopted a code of conduct for prevention of insider trading. All
the Directors, Senior Management employees and other employees who have access to the
unpublished price sensitive information of the Company are governed by this code. During
the year under report, there has been due compliance with the said code of conduct for
prevention of insider trading based on the SEBI(Prohibition of Insider Trading)
Regulations 2015.
The Company has also put in place requisite Structured Digital Database (SDD) system
for the Designated Persons (DPs) to protect the confidentiality of Unpublished Price
Sensitive Information (UPSI) of the Company.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The company has neither issued any Loans, Guarantees nor made any investments during
the Financial year 2022-2023.
PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES REFERRED TO Sec. 188(1)
All Related Party Transactions that were entered into duringthe Financial Year under
review were on an arms length basis and in the ordinary course of business and are in
compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the year, the Company had not entered into any contract/arrangement/transaction
with related parties in terms of Section 188 of the Companies Act, 2013 and hence, Form
AOC-2 pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013 and rule
8(2) of the Companies (Accounts) Rules, 2014 is not applicable and does not form part of
this report. There were no materially significant Related Party Transactions made by the
Company during the year that required shareholders approval under Regulation 23 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on
Materiality of Related Party Transactions and on dealing with Related Party Transactions
as approved by the Board may be accessed on the Companys website at
www.samkrgpistonsandrings. com There were no materially significant related party
transactions which could have potential conflict with interest of the Company at large.
The details of the Related Party Transactions are set out in the Notes to Financial
Statements forming part of this Annual Report.
TRANSFER OF AMOUNTS TO RESERVES
The Company proposes to transfer an amount of Rs.249.63 lakhs to the general reserve
for the financial year ended 31stMarch, 2023.
LISTING OF EQUITY SHARES
The Companys equity shares are listed on BSE Ltd., PJ Towers, Dalal Street, Mumbai
400001.
MEETINGS OF THE BOARD OF DIRECTORS
The details of the Board of Directors Meeting held were given in the Report on
Corporate Governance under Item No. 2(b).
ANNUAL RETURN
The Annual Return is prepared in Form MGT-7 as per the provisions of the Companies Act,
2013 and the same is enclosed as Annexure-1
https://www.samkrgpistonsandrings.com
The conservation of energy, technology absorption, foreign exchange earnings and outgo
pursuant to provisions of Sec. 134(3) (m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014.
Information with respect to the conservation of energy, technology absorption, foreign
exchange earnings and outgo pursuant to provisions of Sec. 134(3)(m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 is prepared and annexed as Annexure -2
to this report.
BOARD OF DIRECTORS
Shri S Kishore (01665768), Director of the Company, who is liable to retire by rotation
at this Annual General Meeting and being eligible, according to his performance and upon
recommendation of nomination and remuneration committee, for reappointment.
DEPOSITS
The Company has not accepted any Deposits in terms of Section 73 of the Companies Act,
2013 and the rules made there under and hence compliance with the same is not applicable.
AUDITORS
Statutory Auditors
In accordance with Section 139 of the Companies Act, 2013 and the rules made there
under, Shri M.V.N Murthy., Chartered Accountants, Hyderabad Chartered Accountants (ICAI
Reg. No. 201445) was appointed as Statutory Auditors of the Company in the AGM held on
September 28,2022 until the conclusion of the Annual General Meeting of the Company to be
held in the calendar year 2027. They have confirmed their eligibility and qualification
required under Sections 139, 141 and other applicable provisions of the Companies Act,
2013 and the Rules framed there under for continuation as Auditors of the Company. The
Independent Auditors Report for the financial year ended March 31, 2023 on the financial
statements of the Company forms part of this Annual Report Ratification of appointment of
Statutory Auditors at every AGM has been dispensed with by the Ministry of Corporate
Affairs. Accordingly, the Notice convening the ensuing AGM does not carry any resolution
on ratification of appointment of Statutory Auditors.
Auditors Report
There are no qualifications, reservations or adverse remarks made by Shri M.V.N
Murthy., chartered Accountants, Hyderabad Chartered Accountants (ICAI Reg. No. 201445)
Statutory Auditors in their report for the Financial Year ended March 31st 2023.
Audit Committee
Composition of Audit Committee included in Corporate Governance report.
Corporate Governance
A separate report on Corporate Governance is annexed as part of the Annual Report along
with the Auditors Certificate on its compliance.
VIGIL MECHANISM
The Board of Directors has adopted whistle Blower policy. The Whistle Blower policy
aims for conducting the affairs in the fair and transparent manner by adopting highest
standards of professionalism, honest, integrity and ethical behavior. All permanent
employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethical
behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also
provides for adequate safeguards against the victimization of employees who avail of the
mechanism and allows direct access to the chairperson of the audit committee in
exceptional case.
SECRETARIAL AUDITOR REPORT
As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors
have appointed Mr. V B S S Prasad, Practicing Company Secretary (C.P.No: 4605) as
Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year
ended 31st March, 2023.
Secretarial Audit Report issued by Mr. V B S S Prasad, Practicing Company Secretary in
form MR-3 is enclosed as Annexure - 4 to this Annual Report.
As, per Secretarial Audit Report the observation observed by Practicing Company
Secretary Shri V B S S Prasad that the Company has submitted the revised corporate
governance of Dec-2022 by rectifying the mistake occurred in selection error.
The matter was under consideration of BSE Limited as company applied for waiver of
penalty imposed as the mistake was clerical and was waived off by BSE on 07.08.2023.
PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:
The Statement of particulars of Appointment and Remuneration of Managerial Personnel as
per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
as enclosed as per Annexure - 5 to this Annual Report.
INSURANCE
All properties and insurable interests of the Company including building, plant &
machinery and stocks have been fully insured.
CHANGE IN NATURE OF BUSINESS
There is no change in the Companys nature of business during the financial year ended
March 31st, 2023.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has well defined internal control systems and procedures for ensuring
optimum utilization of various resources, Investment decisions involving Capital
Expenditure or taken up only after due appraisal and review. Internal audit function
covers and carried out periodically and reviewed by the Audit Committee to ensure that all
policies and procedures are adhered to, and all statutory obligations complied with.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
No such orders have been received.
MATERIAL CHANGES AND COMMITMENTS
There are no Material changes and commitments in the business operations of the Company
from the financial year ended 31st March, 2023 to the date of signing of the Directors
Report.
POLICY ON SEXUAL HARASSMENT
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace
in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
During the Financial year ended 31st march, 2023, the company has not received any
Complaints pertaining to Sexual Harassment.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the cooperation and
support of Bankers, Customers, Business Associates, Shareholders, dealers, and suppliers
who are enabling the Company to achieve its goals. The Directors also place on record
their appreciation made by the employees at all levels.
| On behalf of the Board of Directors |
|
| Place: Hyderabad |
Sd/- |
| Date: 30thMay, 2023 |
SARIPALLI KARUNAKAR |
+91-9892691696
