BOARDS' REPORT Dear Members, Your Directors take pleasure in presenting the Twenty Sixth Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2016. The Management Discussion and Analysis forms part of the Report. DIVIDEND Due to the loss during the year, the Board of Directors has not recommended any dividend. MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS The Indian Automobile Industry is made up of Original Equipment Manufacturers (OEMs) i.e. Automobile manufacturers and auto component manufacturers. The Industry is an emerging sector in India, with almost all global majors having set up their facilities here. The Industry has been continually evolving and absorbing newer technologies in order to align itself with global developments and realize its full potential. The Auto Components Industry in India comprises of Tier One manufacturers who supply complete component modules to OEMs, Tier Two manufacturers who cater to Tier One manufacturers and Tier Three manufacturers who supply components to Tier Two manufacturers. The Industry is divided into five segments viz. engine parts, drive transmission & steering parts, suspension & brake parts, electric parts and body & chassis. The fortunes of the Auto Components Industry are closely linked with those of the OEMs. In 2015-16, Auto Industry witnessed an overall growth of 2.58 % for all Segments (as per the table given below). The Passenger Vehicle segment registered a growth of 5.97 %, within this segment, the Utility vehicle grew at 13.66 % and Passenger Car grew by 4.02 % due to new launches in the compact segment of Utility Vehicles and Passenger Cars. Commercial Vehicle segment grew by 12.10 % based on the recovery of M&HCV segment at 27.04 % and LCV segment saw some recovery during the year, registering a meager growth of 2.77 %. Three wheeler segment registered a negative growth of (1.59 %). The domestic sales of Passenger Vehicles grew by 7.24 % in FY 2015-16 over the same period last year. Within the Passenger Vehicles, Passenger Cars, Utility Vehicles and Vans grew by 7.87 %, 6.25 % and 3.58 % respectively during the year over the same period last year mainly due to new launches in the compact segment for Passenger Cars and Utility vehicles at very attractive prices. The domestic Commercial Vehicles segment registered a growth of 11.51 % in FY 2015-16 as compared to the same period last year largely driven by replacement demand, declining fuel prices, pre-buying ahead of BS IV norms and ABS mandatory fitment. Medium & Heavy Commercial Vehicles (M&HCVs) registered a growth at 29.91 % and Light Commercial Vehicles (LCVs) grew marginally by 0.30 % during FY 2015-16 over the same period last year. Three Wheelers domestic sales grew only by 1.03 % in FY 2015-16 over the same period last year. In FY 2015-16, overall automobile exports grew by 1.91 %. Passenger Vehicles and Commercial Vehicles registered a growth of 5.24 % and 16.97 % respectively. Three Wheelers de-grew by 0.78 % FY 2015-16 over FY 2014-15. The Indian Auto Components Ancillary Industry continues to face adverse headwinds to maintain volumes and margins. Your Company operates in Sheet Metal Components, Assemblies and Sub-assemblies segment of the Auto Components Industry. It manufactures a range of sheet metal components and assemblies for the Automobile Industry and is a Tier One auto components supplier. OPERATIONS Your Company's sales during the year were impacted by lower volumes in the segment in which it predominantly operates. Some of the models under passenger car segment and LCV segment on which your Company has heavy dependence, recorded sharper drop in volume and this had an adverse effect on sales. Even though, the passenger car recorded growth of 4.02 %, your Company couldn't achieve corresponding growth since the major customer including anchor customer of your Company recorded a negative growth. Due to the above, the capacity utilization of your Company was low. To minimize the impact of falling volumes and increase in minimum wages, bonus and energy costs, your Company has taken cost reduction initiatives as counter measures such as EBITDA improvement programmes by enhancing productivity and improving operational excellence. Apart from the cost reduction programmes, your Company has been aggressively pursuing new business opportunities in Utility Vehicle segment, Commercial Vehicles Segment and Three Wheeler Segment by getting greater share of business from existing Customers. Your Company is also participating in new program launches in LCV segment which will further enhance its share of business in LCV segment. Your Company is exploring to participate in M & HCV segment by pursuing new business opportunities it with major Customers. Further your Company will also be adding non-auto business. The order booking of the Company during FY 2015-16 is healthy and it will be realized into sales as per vehicle introduction plan by respective Customer. Accordingly, it will have a positive impact on volumes and hence better capacity utilization, margins and overall performance on a sustained basis in the future. INCOME AND EXPENDITURE Net Sales dropped by 9.50% to Rs. 26,121.68 Lakhs primarily due to reduction in Customer volumes and lower steel price leading to lower component sales. Other operating income mainly comprises of income from job work which is reduced by 5.13% to Rs. 175.64 Lakhs. Other Income mainly consists of profit on sale of assets (net) of Rs. 79.48 Lakhs. Cost of materials consumed (including change in stock) as a percentage to sales decreased by 3.66% to 74.67% because of change in the product mix. The Management has been taking continuous steps to improve material utilisation. The inflationary effect of Employee expenses has been partially offset by the productivity improvements programs undertaken by the Management. Other Expenses comprising Manufacturing, Administration and Selling Expenses have been reduced by 1.65% to Rs. 2966.53 Lakhs due to reduction in Sales volumes and implementation of EBITDA improvement programmes. Even though net sales were dropped by 9.50% as compared to FY 2014-15, however with the management initiatives on productivity improvements and cost reduction programmes, the Loss before Depreciation, Financial Charges and Tax was contained at Rs. 173.41 Lakhs as against Earnings before Depreciation, Finance Costs and Tax of Rs. 643.93 Lakhs in the previous year. Interest expense increased by 13.13% to Rs. 932.62 Lakhs due to increase in borrowings. Depreciation and amortization expense have been reduced from Rs. 968.90 Lakhs to Rs. 963.23 Lakhs. OPPORTUNITIES AND THREATS • Investment in Technology / Process: As the automotive market is continually upgrading its technology and processes, your Company is also upgrading its technology to participate in new vehicle programmes launched by Customer. • Company's own technology / processes / system improvement plan: Your Company is undertaking various new technology initiatives, process upgradation and system enhancements which will further improve the productivity and potential for new businesses from existing and new customers. This will not only enhance the capacity utilization but will also broaden the customer base and introduction into new business segments. The auto industry is on the way to grow but the major customers of your Company are under pressure and have to regain the market position in their respective segments. The profitability of the Indian Auto Components Industry is likely to continue to be under strain due to pricing pressures from OEMs because of new product launches which has created heightened competitive intensity thereby constraining their pricing flexibility. SEGMENT-WISE PERFORMANCE The Company operates only in the Automobile Component Segment in the Domestic Market. FUTURE OUTLOOK According to SIAM, in FY 2016- 17 passenger vehicle sales are projected to grow between 6-8 %, M & HCVs at 12-15 % and in LCV segment single digit growth is expected. Three-wheeler sales are also expected to recover with rising urbanization and migration to cities boosting intra-city transportation. Three-wheeler manufacturers are pushing further into rural areas as LCVs try to encroach on traditional three- wheeler markets. According to SIAM, during FY 2016-17 industry GDP is expected to grow at 7.6 % whereas the overall GDP of the country is expected to grow at a rate of 7.9 %. There is proposed outlay by the Government on account of infrastructure spending in Roads, Railways, Ports and Smart City etc. The Government has also planned certain initiatives to boost Rural consumption which will help drive GDP growth. Additionally Government is planning to bring 7th pay Commission which will provide higher discretionary income. Normal monsoons are forecasted for the year, as a result it is likely that agricultural GDP would experience a faster growth pace. All these factors will eventually drive GDP growth. Recently RBI has cut repo rate by 25 basis point putting the current rate at 6.50 % thereby reducing the interest rates by 50 basis points. This momentum may continue in FY 2016-17 provided inflation is under control. It is expected that Commodity prices will remain stable or may slightly go up. RISKS AND CONCERNS • Skill Availability: In some of the locations of our operations, sourcing of skilled labour is an issue which may create challenges for future growth. • Rising input costs: The rising input cost is a cause for concern which, unless controlled, will impact sales and also erode margins. • Concentrated Customer Base: Concentrated OEM and limited product portfolio make the component manufacturers vulnerable to the vagaries of business cycles. Your Company has been taking steps to mitigate the risks by creating a state of internal readiness to seize opportunities that unfold and continues to explore new business opportunities. 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 Your Company has developed robust internal control systems by documenting procedures covering financial and operating functions. These systems are providing a reasonable assurance with regard to its financial and operations controls. Some significant features of the internal control systems are: • Implementation of ERP (SAP) for online control of all transactions including finance, materials, dispatch, quality, costing, etc. across all locations. • A detailed preparation and subsequent monitoring of both Annual budgets & Capital Expenditure budgets for all its functions. • Internal audits are conducted by external auditors and they audit all aspects of business, based on audit programmes finalized by the Audit Committee. • Review of the financial performance by Audit Committee. RELATED PARTIES Note 25 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 the arm's 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 RESPONSIBILTY (CSR) Pursuant to the provisions of the Companies Act, 2013, and rules made there under, amended from to time, your Company is not mandatorily required to spend any amount on this account in view of the losses. Your Company has however been undertaking CSR initiatives voluntarily. Corporate Social Responsibility 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 visiting orphanages/ old age homes, schools, etc. to provide some companionship and succor to children and aged people. Your Company identifies employable local youth and provides training to them under their Skill Development Centre. ENVIRONMENT, HEALTH AND SAFETY Your 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 your Company. Your Company has therefore adopted a comprehensive approach to implement this by adopting 'Total Safety Culture' concept across its operations. All the Plants of the Company have been certified for EMS 14001 and OHSAS 18001. All plants are especially focused on the wellness initiative. Your Company has initiated a process for implementation of the British Safety Council (BSC) Certification. All plants are having three star ratings and taken a goal for achieving four star rating. Internal Audits of BSC for health, safety and environment have been conducted at all Plants every quarter and training and awareness initiatives have been undertaken. Health checks and counseling are extended to employees. During the year, the approach to safety has been further strengthened in all operations of your Company. Regular safety drills and safety audits are continued at all plants. The requisite training is provided to the employees in Safety. Your Company has adopted “Grey to Green” climate change policy to reduce its carbon footprint by reducing power consumption and selling steel scrap to be reprocessed and sold. 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 & non- reportable accidents. Safety competitions, presentations on safety kaizens, mock drills, etc. are conducted for achieving a safe and healthy work environment. Your Board of Directors are continually 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. Your Company has been implementing the 'Tata Business Excellence Model' to build excellence in its business operations. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Deepak Rastogi (DIN : 02317869) will retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment. Mr. Arvind Goel (DIN: 02300813) retired by rotation and was re-appointed in the 25th AGM held on July 23, 2015. Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are: Mr. Anil Khandekar, Manager designated as Chief Executive Officer, Mr. Ajay Joshi, Chief Financial Officer and Mr. Ashutosh Kulkarni, Company Secretary. During the year under review, Mr. Shailendra Dindore resigned from the post of Company Secretary and Compliance Officer with effect from EOB July 10, 2015. The Board places on record its appreciation for the services rendered by him during his tenure with the Company. Mr. Ashutosh Kulkarni has been appointed as Company Secretary and Compliance Officer with effect from July 23, 2015. Apart from above there has been no change in the Directors / Key Managerial Personnel during the year. 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, the Board has carried out the annual performance evaluation for FY 2015-16 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'; 'Finance 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 WRT 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 that 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. BOARD AND COMMITTEE MEETINGS The details of Board / Committee composition and 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 There are no adverse material changes or commitments occurring after March 31, 2016 which may affect the financial position of the Company or may require disclosure. 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. 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 Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2015-16. 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, 2016, 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, 2016 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 I to this Report. EXTRACT OF ANNUAL RETURN Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is annexed as Annexure II to this Report. PERSONNEL At the end of March, 2016, your Company had 636 employees (excluding trainees and apprentices) and there is no change in the employee count of March, 2016 as compared to end of March 2015. Your Company accords high importance in building and sustaining healthy employee engagement with the aim of achieving competitive productivity & harmonious work environment. The industrial relations during the year was 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. During the year, your Company has signed a long term wage settlement agreement with workers union of Bhosari plant which is unique and historical in many ways. 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. The Information required under Section 197(12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure III to this Report. A statement containing the name of employee who received remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 (2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure IV to this Report. 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. Your Company has not received any complaint of sexual harassment during the financial year 2015-16. 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 The 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 The Company did not have any subsidiaries, associates or joint ventures during the year. AUDITORS 1. Statutory Auditors: M/s. Price Waterhouse, Chartered Accountants (Firm Reg. No. 301112E) will retire at the conclusion of the ensuing AGM as Statutory Auditors and being eligible, offer themselves for re-appointment. Your Company has received a certificate, confirming that if re-appointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. Members are requested to consider the re-appointment of the Statutory Auditors and authorize the Board of Directors to fix their remuneration. 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. SVD & Associates, Company Secretaries for conducting Secretarial Audit of the Company for FY 2015-16. The Report of the Secretarial Audit is annexed herewith as Annexure V to this Report. Based on the Audit Committee recommendations, the Board has approved re-appointment of M/s. SVD & Associates, Company Secretaries for conducting the Secretarial Audit for FY 2016-17. The Auditors' Report and the Secretarial Audit Report for the year ended March 31, 2016 do not contain any qualification, reservation and adverse remark. AWARDS AND RECOGNITION Your Company received meritorious Award for “Improvement in Quality” organized by Quality Circle Forum of India (QCFI) and Award for “Quality Implementation” from Tata Motors Limited. 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 Mallick Chairman Date: April 28, 2016 Place: Pune |