To,
The Members,
SM Auto Stamping Limited
The Directors of your Company are pleased to present their 19th Annual Report on the
business and operations of the Company along with the Audited Annual Financial Statements
and the Auditors' Report thereon for the financial year ended 31st March, 2025.
1. FINANCIAL HIGHLIGHTS:
The Financial Performance of your Company for the financial year ended 31st March,
2025, as compared to the previous financial year is summarized as below:
|
(In Rupees) |
(In Rupees) |
| PARTICULARS |
31.03.2025 |
31.03.2024 |
| Revenue from Operation |
66,38,33,240 |
67,56,36,526 |
| Other Income |
1,88,71,552 |
84,57,191 |
| Total Income |
68,27,04,791 |
68,40,93,717 |
| Total Expenditure |
64,42,84,318 |
63,53,30,258 |
| Profit Before Tax |
3,84,20,473 |
4,91,40,864 |
| Profit After Tax |
2,74,97,446 |
3,00,37,279 |
The entire amount of profit for the year 2,74,97,446/- is retained as
“Surplus” as shown in Note No 3 of the financial statement for the year ended on
31st March 2025.
Review of Operations:
During the financial year 2024-25, your Company has achieved revenue from operations of
66,38,33,240 /-as compared to 67,56,36,526/in the Previous Year. The profit after taxes
and deferred tax expenses for current financial year is 2,74,97,446/- as compared to
3,00,37,279/- during the previous financial year.
2. TRANSFER TO RESERVES:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013, for the
financial year ended on 31st March 2025, the company has not proposed to transfer any
amount to general reserve account of the company.
3. DIVIDEND:
The Board of Directors of your company, after considering holistically the relevant
circumstances and considering the growth opportunities has decided that it would be
prudent, not to recommend any dividend for the year under review.
The status of dividend remaining unclaimed as on 31st March 2025.
The Amount 16920/- is unpaid dividend as on 31st March 2025 as mentioned in the Note No
9 i.e. other current liabilities of financial statement for the year under review forming
part of this annual report.
The Company has hosted on its website the details of the unclaimed dividend/unclaimed
shares/interest/principal amounts for the FY2022-23,
Dividend Status whether it can be claimed -
| Unclaimed Dividend |
Status |
Whether it can be claimed |
Can be claimed from |
Action to be taken |
| Interim dividend declared during the financial year 2022-2023 |
Amount lying in respective Unpaid Dividend Account |
Yes |
From Registrars and Transfer Agent Bigshare Services Pvt Ltd. |
Letter on plain paper from the claimant. |
| Amount 16,920/- |
|
|
|
|
Updation of bank details for remittance of dividend/ cash benefits in electronic form
Shareholders holding shares in electronic form may please note that instructions
regarding change of address, bank details, e-mail ids, nomination and power of attorney
should be given directly to the DP.
Since all the shareholding of the company is in dematerialized form, the respective
shareholders is requested to claim the unclaimed dividend by contacting their DP and
giving suitable instructions to update the bank details in their demat account.
On and from April 1, 2024 onwards, if payment of dividend is due the same shall be paid
electronically upon furnishing PAN, contact details including mobile number, bank account
details and specimen signature. Meanwhile, such unpaid dividend shall be kept by the
Company in the Unpaid Dividend Account in terms of the Companies Act, 2013.
4. CHANGE IN NATURE OF BUSINESS, IF ANY:
There were no changes in the nature of the Business of the Company during the year
under review.
5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANYWHICH HAVE OCCURRED BETWEEN ENDS OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND DATE OF REPORT: -
Pursuant to provisions of Section 134(3) (l) there were no material changes affecting
financial position of the Company which have occurred between end of the financial year to
which the financial statements relate and date of report.
6. SHARE CAPITAL:
A) Authorized Capital: As on 31st March 2025, the Authorized Share Capital of the
Company is 16,50,00,000/- consisting of 1,65,00,000 equity shares of 10/- each
B) Issued, Subscribed and Paid-up Capital: As on 31st March 2025, the issued,
subscribed and paid up share capital of the Company is 13,68,78,320/- consisting of
1,36,87,832Equity Shares of 10/- each.
C) Changes in Share Capital: During the period under review, there was no change in the
authorized, subscribed, issued and paid-up share capital of the Company.
7. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with Differential Rights and hence no information
as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014 is furnished.
8. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:
The Company has not issued any Sweat Equity Shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.
9. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:
The Company has not issued any Equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1)(b) of
the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014
is furnished.
10. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.
11. DEPOSITORY SYSTEM:
All i.e.1,36,87,832Equity Shares of the Company are in dematerialized form as on 31st
March, 2025.
12. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company does not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds required to be transferred to Investor Education and
Protection Fund (IEPF).
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
a. Present composition of Board of Directors: As on the date of this report, the Board
of Directors of the Company comprises of total Six Directors. The Composition of the Board
of Directors is as under:
| Sr. No. |
Name of Directors |
DIN |
Designation |
| 1 |
Mr. Mukund Narayan Kulkarni |
00248797 |
Chairperson and Managing Director |
| 2 |
Mrs. Alka Mukund Kulkarni |
06896902 |
Non Executive Director |
| 3 |
Mr. Suresh GunawantFegde |
00248850 |
Whole Time Director |
| 4 |
Mr. Jayant Suresh Fegde |
07193063 |
Non Executive Director |
| 5 |
Mr. SunilkumarSatyanarainDayama |
08492339 |
Independent Director |
| 6 |
Dr. Sanjay Ramchandra Bhargave |
02235602 |
Independent Director |
b. During the period under review, there were no any appointments/cessations/changes in
designation of directors of the Company.
c. Appointment of Directors Retirement by Rotation:
In accordance with the provisions of section 152 of Companies Act, 2013 read with rules
thereunder and as per Articles of Association of the Company, Mrs. Alka Mukund Kulkarni
(DIN:06896902) liable to retire by rotation at the ensuing 19thAnnual General Meeting and
being eligible offer herself for re-appointment. The board recommends her re-appointment
for your approval in the ensuing annual general meeting. The brief details, as required
under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided
in the Notice of ensuing AGM.
d. Changes in Key Managerial Personnel
| Sr. |
Name |
Designation |
Change |
| No. |
|
|
|
| 1. |
Mr. Suresh Govind Jagdale |
Chief Financial Officer |
Resigned as the Chief Financial Officer of the Company w.e.f 11th
September, 2024. |
| 2. |
Mr. Vaibhav Bharat Khadke |
Chief Financial Officer |
Appointed as the Chief Financial Officer of the Company w.e.f 20th
September, 2024. |
| 3. |
Mr Pawan Pundlik Mahajan |
Company Secretary and Compliance Officer |
No Change |
14. DECLARATION FROM INDEPENDENT DIRECTORS:
During the financial year under review, Declarations were received from all the
Independent Directors of the Company stating that they satisfy the “criteria of
Independence” as defined under Regulation 16(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of
the Companies Act, 2013, any other applicable Schedules and Rules framed there-under.
The Independent Directors have also given declaration of compliance with Rules 6(1) and
6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with
respect to their name appearing in the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs.
15. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:
During the financial year ended 31st March, 2025, 7 (Seven) Meetings of the Board of
Directors of the Company were held on 21st May, 2024, 29th May, 2024, 11thJuly, 2024, 19th
September, 2024, 19th October,2024, 12th November, 2024 and 4th February, 2025.The
intervening gap between two meetings was within the period prescribed by the Companies
Act, 2013.
| Name of Director |
Total Meetings entitled to attend during the Financial Year 2024-25 |
Number of meetings attended by the Directors during the Financial Year
2024-25 |
% of attendance to the meetings held in Financial Year 2024-25 |
| Mr. Mukund Narayan Kulkarni |
7 |
7 |
100.00 |
| Mrs. Alka Mukund Kulkarni |
7 |
5 |
71.42 |
| Mr. Suresh GunawantFegde |
7 |
7 |
100.00 |
| Mr. Jayant Suresh Fegde |
7 |
6 |
85.71 |
| Mr. SunilkumarSatyanarainDayama |
7 |
7 |
100.00 |
| Dr. Sanjay Ramchandra Bhargave |
7 |
7 |
100.00 |
16. COMMITTEES:
i. Audit Committee:
Pursuant to provisions of the Section 177 of the Companies Act, 2013, the Board has
constituted an Audit Committee (“Audit Committee”) and Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to
the company being a SME listed company.
Composition of Audit Committee:
| Sr. No. |
Name of Director |
Designation in Committee |
| 1 |
Mr. Mukund Narayan Kulkarni |
Chairperson and member |
| 2 |
Mr. Sunilkumar SatyanarainDayama |
Member |
| 3 |
Dr. Sanjay Ramchandra Bhargave |
Member |
There was no change in the composition of the audit committee during the year under
review.
Meetings of Audit committee:
The Audit Committee met 6 (Six) times during the financial year ended 31st March, 2025
on 21st May, 2024, 29th May, 2024, 11thJuly, 2024, 19th September, 2024, 19thOctober,
2024, 12th November, 2024 in accordance with the provisions of the Companies Act, 2013 and
rules made thereunder the details attendance to the audit committee meetings is as follows
-
| Name of Director |
Total Meetings entitled to attend during the Financial Year 2024-25 |
Number of meetings attended by the members during the Financial Year
2024-25 |
% of attendance to the meetings held in Financial Year 2024-25 |
| Mr. Mukund Narayan Kulkarni |
6 |
6 |
100.00 |
| Mr. Sunilkumar Satyanarain Dayama |
6 |
6 |
100.00 |
| Dr. Sanjay Ramchandra Bhargave |
6 |
6 |
100.00 |
ii. Nomination and Remuneration Committee:
Pursuant to the provisions of the Section 178 of the Companies Act, 2013the Board has
constituted the Nomination and Remuneration Committee(“NRC
Committee”)andRegulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the company being a SME listed
company.
Composition of Nomination and Remuneration Committee:
| Sr. No. |
Name of Director |
Designationin Committee |
| 1 |
Mr. Sunilkumar Satyanarain Dayama |
Chairperson and member |
| 2 |
Mrs. Alka Mukund Kulkarni |
Member |
| 3 |
Dr. Sanjay Ramchandra Bhargave |
Member |
There was no change in the composition of the Nomination and Remuneration Committee
(“NRC Committee”) during the year under review.
Meetings of Nomination and Remuneration Committee:
The Nomination and Remuneration Committee met 2 (Two) times during the financial year
ended 31st March 2025 on 29th May, 2024 and 19th September 2024in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder and the details attendance
to the Nomination and Remuneration Committee meetings is as follows -
| Name of Director |
Total Meetings entitled to attend during the Financial Year 2024-25 |
Number of meetings attended by the members during the Financial Year
2024-25 |
% of attendance to the meetings held in Financial Year 2024-25 |
| Mr. Sunilkumar Satyanarain Dayama |
2 |
2 |
100.00 |
| Mrs. Alka Mukund Kulkarni |
1 |
1 |
50.00 |
| Dr. Sanjay Ramchandra Bhargave |
2 |
2 |
100.00 |
The Remuneration Policy of the Company is available on the website of the Company at
the link https://www.smautostamping.com/investors/Nomination-and-Remuneration-Policy.pdf .
iii.Stakeholders Relationship Committee:
Pursuant to the provisions of the Section 178 of the Companies Act, 2013 the board has
constituted Stakeholders Relationship Committee(“SRC Committee”)andRegulation 20
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not
applicable to the company being a SME listed company.
Composition of Stakeholders Relationship Committee
| Sr. No. |
Name of Director |
Designationin Committee |
| 1 |
Mr. Jayant Suresh Fegde |
Chairperson and member |
| 2 |
Mrs. Alka Mukund Kulkarni |
Member |
| 3 |
Mr. Sunilkumar Satyanarain |
Member |
There was no change in the composition of the Stakeholders Relationship Committee
(“SRC Committee”) during the year under review
Meetings of Stakeholders Relationship Committee (“SRC Committee”)
The Stakeholders Relationship Committee met 1 (One) time during the financial year
ended 31st March, 2025 on 4th February, 2025, in accordance with the provisions of the
Companies Act, 2013 and rules made thereunder and the details attendance to the
Stakeholders Relationship Committee meeting is as follows:
| Name of Director |
Total Meetings entitled to attend during the Financial Year 2024-25 |
Number of meetings attended by the members during the Financial Year
2024-25 |
% of attendance to the meetings held in Financial Year 2024-25 |
| Mr. Jayant Suresh Fegde |
1 |
1 |
100.00 |
| Mrs. Alka Mukund Kulkarni |
1 |
0 |
0.00 |
| Mr. Sunilkumar Satyanarain Dayama |
1 |
1 |
100.00 |
iv) Corporate Social Responsibility Committee:
The Company does not fall under the purview of provisions of the Section 135 of the
Companies Act, 2013 and hence the Board has not constituted Corporate Social
Responsibility Committee (“CSR Committee”).
v) Internal Complaints Committee-
Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 the company has constituted the Internal Complaints Committee. No
cases are filed with internal compliant committee during the year the same is detailed
Annual Report - Annexure VIII.
17. PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the
Board has carried the annual evaluation of its own performance, performance of Individual
Directors, Board Committees, including the Chairperson of the Board on the basis of
attendance, contribution and various criteria to be recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committee, experience and expertise, performance of specific duties and obligations etc.
The Nomination and Remuneration Committee of the Company has set up formal mechanism to
evaluate the performance of board of directors as well as that of its committees and
individual directors, including Chairperson of the board, key managerial personnel /
senior management etc.
The performance of non-independent directors, performance of the Board as a whole and
performance of the Chairperson was evaluated, taking into account the views of the
Executive Director by the Independent Directors at their separate meeting held on 8th
March, 2025.
18. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES(APPOINTMENT & REMUNERATION) RULES, 2014:
The disclosure in accordance with the provisions of Section 197 of the Companies Act,
2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure-V.
19. REMUNERATION/ COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY
BY MD AND WTD:
The Company does not have any Holding Company and Subsidiary Company.
20. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, the Director's confirm that: -
i. in the preparation of the annual accounts for the financial year 2024-25, the
applicable accounting standards have been followed and there are no material departures;
ii. the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for the financial year;
iii. The Directors had taken proper and sufficient care to the best of their knowledge
and ability for the maintenance of adequate accounting records in accordance with the
provisions of the Act. They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
iv. The Directors had prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating properly; and
vi. The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS:
The Company has devised systems, policies, procedures, frameworks for ensuring orderly
and efficient conduct of its business, including adherence to Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information and review by audit committee of the company.
22. FRAUDS REPORTED BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditor of your
Company have not reported any instances of fraud committed in your Company by Company's
officers or employees, to the Audit Committee, as required under Section 143(12) of the
Act.
23. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
Our Company does not have any subsidiary or joint venture company as on 31st March,
2025, as defined under Companies Act, 2013 therefore, no such information is required to
be furnished.
SM Autovision Private Limited (CIN: U29253MH2012PTC227990) is Associate Company of our
company as on 31st March, 2025.
Our Company holds 48% of shareholding in Associate company as on 31st March, 2025.
The highlights of performance of Associate company ,SMAutovision Private Limited as on
the Financial Year ended on 31stMarch 2025, is given in Form AOC-1 and is attached and
marked as Annexure-I and forms part of this Board's Report. The contribution of associate
company to the overall performance of our company during the period under report is
provided in the consolidated financial statements of the company attached along with this
annual report.
24. DEPOSITS FROM PUBLIC:
During the year under review, the Company has not accepted any amount falling within
the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”)
read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for
furnishing of details relating to deposits covered under Chapter V of the Act or the
details of deposits which are not in compliance with the Chapter-V of the Act is not
applicable.
Unsecured loan from director
During the year under review, pursuant to Rule 2(c) (viii) of Companies (Acceptance of
Deposits) Rule 2014 the company has not accepted any unsecured loan form Directors of the
company.
25. LOANS, GUARANTEES AND INVESTMENTS:
No new inter-corporate investment and loan covered under Section 186 of the companies
act 2013 and rules thereunder was made by the company during the year under review.
Full particulars of investments and loans covered under Section 186 of the Companies
Act 2013 as carried forwarded from previous year and having outstanding balance as on 31st
March 2025 has been furnished in the Notes to Accounts No 12 of financial statements for
the year ended on 31st March 2025.
During the year under review the company has granted corporate guarantee amounting to
9,45,00,00/- to the bank in connection with the financial facility obtained by SM
Autovision Private Limited (associate company) the details of same are given in the Note
No. 33 of the financial statement for the financial year ended on 31st March 2025 and
Details of outstanding amount of Corporate Guarantee given to the bank in connection with
the financial facility obtained by SM Autovision Private Limited (associate company) is as
below.
| Particulars |
Outstanding amount as on 31st March 2025 |
| Corporate Guarantee Provided |
16,27,52,000/- |
26. RELATED PARTY TRANSACTIONS:
All transactions with related parties are placed before the Audit Committee for its
prior approval. An omnibus approval from Audit Committee is obtained for the related party
transactions which are repetitive in nature
All Transactions/Contracts/Arrangements entered into by the Company with Related Party
(ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during
the Financial Year under review were in ordinary course of business and on an Arm's Length
Basis.
The details are disclosed in Form AOC-2 which is annexed as Annexure-II to this report.
During the year, the material related party transactions had been duly approved by the
shareholders of your Company in the previous 18th Annual General Meeting held on 26th
July, 2024 for the financial year ended on 31st March 2024.
27. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Act read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable on the Company.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING & FOREIGN EXCHANGE EARNING & OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of
Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc. are furnished
in Annexure -IV which forms part of this Report.
29. RISK MANAGEMENT:
Risks are events, situations or circumstances which may lead to negative consequences
on the Company's businesses. Risk management is a structured approach to manage
uncertainty.. The Company has laid down a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Board from time to time. These procedures are reviewed
to ensure that executive management controls risk through means of a properly defined
framework. The major risks have been identified by the Company and its mitigation
process/measures have been formulated in the areas such as business, project execution,
event, financial, human, environment and statutory compliance.
The Board of Directors of the Company has adopted and implemented Risk Management
Policy of the Company and is available on the website of the Company at the link
https://www.smautostamping.com/investors/Material-Policy/Risk-Management-Policy.pdf
30. VIGIL MECHANISM:
Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 ,the Vigil Mechanism and Whistle-Blower
Policy is prepared and adopted by Board of Directors of the Company.
The Company has a vigil mechanism policy wherein the Directors and employees are free
to report violations of law, rules and regulations or unethical conduct, actual or
suspected fraud to their immediate supervisor or provide direct access to the Chairperson
of the Audit Committee in exceptional cases or such other persons as may be notified by
the Board. The confidentiality of those reporting violations is maintained and they are
not subjected to any discriminatory practice.
During the year under review, your Company has not received any complaints under the
vigil mechanism.
The Vigil Mechanism Policy of the Company is available on the website of the Company at
thehttps://www.smautostamping.com/investors/Whistle-Blower-Policy-or-Vigil-Mechanism.pdf
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
32. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, at the Annual General Meeting of the Company held on
29th September, 2020, the members has appointed S. R. Rahalkar and Associates, Chartered
Accountants, Nashik (FRN- 108283W), holding valid certificate issued by Peer Review Board
of ICAI as the Statutory Auditors of the Company to hold office until the conclusion of
the Annual General Meeting to be held for the financial year 2024-25.The term of auditors
S. R. Rahalkar and Associates, Chartered Accountants, Nashik (FRN- 108283W) comes to
conclusion at the ensuing 19thAnnual General Meeting.
33. STATUTORY AUDITORS REPORT:
The Statutory Auditors of your Company have issued the Audit Report with unmodified
opinion on the Annual Audited Financial Results (Standalone and Consolidated) of your
Company for the financial year ended March 31, 2025.
The Auditors Report on the Audited standalone and consolidated Financial Statement of
the Company for the year ended 31st March, 2025, is Unmodified and does not contain any
qualification, reservation, adverse remark or disclaimer, but contains the following
observations in the other matter and Companies (Auditor's Report) Order, 2020, “CARO
Report” and IFC Report.
| Comments of auditor |
Comments of the board |
| Standalone |
|
| b. The payroll records maintained by the company through Payroll software did not have
audit trail feature throughout the year. |
Payroll records are maintained in separate software. Only closing
balances of payroll reports are entered in the accounting software,W.e.f24 June 2025 audit
trail feature is activated in thispayroll software. |
| c. Further during the course of our audit we did not come across any instance of an
audit trail feature (wherever we were able to access) being tampered with. Comments of
auditor |
This point is self-explanatory. Comments of the board |
| Consolidated |
|
| b. The payroll records maintained by the company through Payroll software did not have
audit trail feature throughout the year. |
Payroll records are maintained in separate software. Only closing
balances of payroll reports are entered in the accounting software,W.e.f24 June 2025 audit
trail feature is activated in this payroll software. |
| c. Further during the course of our audit we did not come across any instance of an
audit trail feature (wherever we were able to access) being tampered with. |
This point is self-explanatory. |
Points observed in Companies (Auditor's Report) Order, 2020, “CARO Report”
| Standalone |
|
| Particulars |
Explanation by Board |
| (i) (a) (A) The Company is under the process of maintaining proper records showing
full particulars, including quantitative details and situation of property, plant and
equipment and investment properties. |
The Company has completed the overall physical verification of property,
plant & equipment (PPE), now company has maintained the proper records of PPE, showing
full particulars, including quantitative details and situation of property, plant and
equipment. |
| (i) (a) (B)The company is in the process of maintaining proper records showing full
particulars of intangible assets. |
At the time of auditit was in process. As on date it has been completed,
and proper records showing full particulars of intangible assets have been maintained. |
| (i) (b) The company has a programme of physical verification of its property, plant
and equipment and investment properties by which the property, plant and equipment and
investment properties are verified by the management according to a phased programme
designed to cover all the items over a period of three years. However the physical
verification of property, plant and equipment was not completed up to 31.03.2025. |
The Company has completed the overall physical verification of property,
plant & equipment (PPE). |
| (ii) (b) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, the Company has been sanctioned working
capital limits in excess of five crore rupees, in aggregate, from banks or financial
institutions on the basis of security of current |
The observation by Auditors is only in respect of Sundry Debtors. There
is no discrepancy in the amounts of Stocks and Creditors. Difference in the balances are
only in case of three Debtors, and reasons for the same has been communicated to Auditors
at the time of audit as below: |
| assets. In our opinion, the monthly returns or statements filed by the Company with
such banks or financial institutions are not in agreement with the books of account |
“Due to netting off of balances in Trade Receivable and Trade
Payable accounts in cases where same parties are customers as well as Vendors”. |
1. SM Auto These clauses are related to SM Auto Stamping Ltd and are already explained
in Stamping Ltd. above paragraphs. Clause (i) (a) Clause, (i) (b) Clause(ii)(b).
2. SM
Autovision Pvt Ltd. Clause (ii) (b)
This clause is related SM Autovision Pvt Ltd is explained below:
| Quarters |
Debtors (up to 90 days) as per books of accounts |
Debtors per stock statement submitted to bank |
Difference |
Reasons For Material Discrepancies |
| Apr 24 to June 24 |
6,31,24,139 |
6,25,84,669 |
(5,39,469) |
RODTEP (Export Incentives) Receivable not reported to Bank |
| July 24 to Sept 24 |
6,62,67,564 |
6,62,45,191 |
(22,373) |
TDS Reconciliation and monetary items as mentioned under AS 11 are
restated periodically. |
| Oct 24 to Dec 24 |
5,02,81,579 |
5,02,81,564 |
(15) |
Nil |
| Jan 25 to March 25 |
6,65,29,639 |
6,65,05,729 |
(23,910) |
TDS Reconciliation and monetary items as mentioned under AS 11 are
restated periodically. |
Points observed in IFC
The stock module of the company to be 1. In first phase company has integrated
| integrated with the ERP software. Creation of structured authorization matrix to
approve transactions. The ERP software possesses Maker- |
quantity wise inventory module, in second phase company will integrate
valuation wise inventory module. |
| Checker facility. This facility should be strictly adhered to Care should be taken to
minimize |
2. Authorization matrix has been duly defined and made operational |
| amendments in Purchase Orders. System to have a periodic review of the terms and
conditions for Trade |
3. Maker & Checker facilityhas been duly activated |
| Receivables and Trade Payables should be put in place. Ageing analysis should be
there. Periodic review of Master data of |
4. Company has started the practice of issuing closed purchase orders
which will henceforth reduce amendments. |
| various GL and PL Accounts should be undertaken so that inactive accounts can be
deactivated or deleted as the case may be. |
5. Process of reviewing of terms and conditions in respect of trade
payables has been started, so as to cover all the suppliers once in every year. Regarding
trade receivables terms and conditions are being reviewed every year while finalizing the
rates and schedules of each financial year with the customers. |
|
6. Management has now deactivated the all- inactive GLs. Inactive
ledgers shall be reviewed and deleted every year henceforth. |
|
Consolidated |
| Particulars |
Explanation by Board |
| The stock module of the company to be integrated with the ERP software. Creation of
structured authorization matrix to approve transactions. The ERP software possesses Maker- |
1. In first phase company has integrated quantity wise inventory module, in second
phase company will integrate valuation wise inventory module. |
| Checker facility. This facility should be strictly adhered to. Care should be taken to
minimize |
2. Authorization matrix has been duly defined and made operational |
| amendments in Purchase Orders. System to have a periodic review of the terms and
conditions for Trade |
3. Maker & Checker facility has been duly activated |
| Receivables and Trade Payables should be put in place. Periodic review of Master data
of various GL and Pl Accounts should be |
4. Company has started the practice of issuing closed purchase orders which will
henceforth reduce amendments. |
| undertaken so that inactive accounts can be deactivated or deleted as the case may be. |
5. Process of reviewing of terms and conditions in respect of trade payables has been
started, so as to cover all the suppliers once in every year. Regarding trade receivables
terms and conditions are being reviewed every year while finalizing the rates and
schedules of each financial year with the customers. |
|
6. Management has now deactivated the all- inactive GLs. Inactive ledgers shall be
reviewed and deleted every year henceforth. |
The Notes to the financial statements referred to in the Auditors' Report are
self-explanatory. The Auditors' Report is enclosed with the financial statements forming
part of this Annual Report.
34. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, Sujata
R.Rajebahadur, (FCS 5728), holding valid certificate issued by Peer Review Board of ICSI,
Practicing Company Secretary having Office Address: `Gokul`, 199, M.G. Rd. near Samarth
Sahakari Bank, Nashik has been appointed as the Secretarial Auditor of the Company to
conduct the Secretarial Audit for the Financial Year 2024-25.
The Secretarial Audit Report forms part of the Annual Report and it is annexed as
Annexure-III.
The Secretarial Audit Report for the Financial Year ended on 31st March 2025, issued by
Secretarial Auditor, does not contain any qualification, reservation or adverse remark.
Following observations was given in Secretarial Audit report:
| Particulars |
Explanation by Board |
| During the period under review, except two instances of delayed filing as follows, the
Company has filed forms/ returns, which are required to file with ROC under Companies Act,
2013, within the stipulated time period. 1. Form DIR-12 for regularisation of Dr. Sanjay
Bhargave, Additional Non- Executive Independent Director of the Company, as an Independent
Director was filed on |
Forms submitted with additional fees Fess with MCA due to technical
issuesarised at the time of filling.Company has done necessary compliance. |
| 26th August, 2024 with additional fees. 2. Form DIR-12 for Cessation of an Independent
Director Dr. Sanjay Bhargave was filed on 24th August, 2024 with additional fees. |
|
| As informed, the Company has not received any notice from any statutory/ regulatory
authorities, except the following two instances: 1. As per BSE Query/MIS/Discrepancy
Details: Consolidated Results - Consolidated Result Not Submitted for period ended March
2024. |
The Point is self explanatory. |
| - Company had submitted Consolidated Result for period ended September 2023. Only
Standalone Result Received for Year Ended - March 2024. Company has taken following steps
after receiving said query: |
|
| 1) Company had received an exchange communication under Listing centre Communication
Module (Discrepancies in Financial Results) June 5, 2024. 2) Replied by the Company via
letter dated June 6, 2024. |
|
| 3) Company again received an exchange communication under Listing centre Communication
Module (Discrepancies in Financial Results)June 24, 2024. |
|
| 4) Company has again replied on 25 June 2024. |
|
| 5) Company received an email on 28 June 2024 for imposition of penalty. |
|
| 6) The Company, on 11 July, 2024, filed its consolidated Audited Consolidated
Financial Results along with Audit Report for the Half Year and Financial Year ended 31st
March, 2024. |
|
| 7) Company has paid the total penalty of Rs. 2,47,800/- (Including GST @18%) to BSE
Limited. |
|
| 6) On 12th July 2024, the Company has filed an application for waiver of penalties,
giving the detailed basis of Company's views. |
|
| 8) Upon visiting BSE office,The Company has asked for the personal hearing for
considering the application for waiver of penalties,by way of email as well as by physical
representation at the BSE Office. The date of the hearing has not yet been fixed by the
BSE. |
|
| 2. Investor Complaint: |
|
| - The Company has received an investor complaint on SCORES Platform on 3 March 2025,
regarding the non- marketability of odd lots of shares, which has resulted due to the
buyback of shares of the Company during F.Y.2023-24. |
|
| - The Company has given satisfactory reply to the query and is in process of finding a
solution. |
|
| - We have been informed that Mr. Pawan Mahajan, Company Secretary of SM Auto Stamping
Limited had visited BSEon Friday, 21.03.2025 and had a meeting with the Head Listing
Compliance and Legal Regulatory. |
|
| Representative from Saffron Capital Advisory Private Limited, Merchant Banker &
Manager to the Buy-Back offer was also present. Possible ways for trading of odd lot
shares and providing exit options to the shareholders who participated in buybackwere
discussed. After the meeting, ATR was filed by company. |
|
| -As per meeting with Mr. GopalkrishnanIyer Sir, Head - Listing Compliance and Legal
Regulatory at BSE on Friday, 21.03.2025, where Mr. Pawan Mahajan, Company Secretary of SM
Auto Stamping Limited and Mr. Harshal Joshi, from Saffron Capital Advisory Private
Limited, Merchant Banker & Manager to the Buy-Back offer were present in the meeting
where possible ways were discussed to provide exit options for trading of odd lot shares
to the shareholders participated in buyback. After meeting ATR was filed by company. |
|
| The Investor Complaint on SCORES Platform has been closed by the SEBI on 1April, 2025. |
|
35. INTERNAL AUDITOR:
Pursuant to the provision of Section 138 of the Companies Act, 2013 on 29th May 2024
the Company has appointed Archana Pathak & Associates, Chartered Accountants, (FRN:
137596W) as the Internal Auditor of the Company for Financial Year2024-25.Due to merger of
firm Archana Pathak & Associates, Chartered Accountants, (FRN: 137596W) into Laxmikant
and Associates, Chartered Accountants, Internal Auditor on July, 02 2024 requested the
Company to reissue appointment letter in the name of Laxmikant and Associates, Chartered
Accountants(FRN: 135830W) and after considering the same new appointment letter was issued
to Laxmikant and Associates, Chartered Accountants. The management of the Company has
received Internal Audit Report for Financial Year 2024-25and adopted by Board of Directors
of the Company in their meeting held on 23rdMay 2025.
36. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the provisions of the
applicable Secretarial Standards issued by Institute of Company Secretaries of India. The
Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
37. DISCLSOURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016, AND
DISCLOSUREOF ONE TIME SETTLEMENT:
During the year under review,no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016,and no instance of one-timesettlement from banks and
financial institution occurred during the year.
38. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Annual
Return for the Financial year ended 31st March, 2025 prepared under the provisions of
Section 92(3) of the Act, shall be made available on website of the company and can be
accessed under annual return tab on the web link viz
https://www.smautostamping.com/investors.htmlon the website of the Company post AGM.
39. DISCLOSURE FOR MAINTENANCE OF COST RECORD AS SPECIFIED UNDER
SECTION 148 OF THE COMPANIES ACT 2013:
During the year under review, the Company was not required to maintain cost accounts
and records as specified by the central government pursuant to provisions of Section 148
of the Companies Act 2013, during the year.
40. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and
marked as Annexure-VI.forming part of this Integrated Annual Report.
41. CORPORATE GOVERNANCE:
The Company being listed on the SME Platform of Bombay Stock Exchange is exempted from
provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations,
2015. Hence the Company is not required to disclose information as covered under Para (C),
(D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
42. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Company has constituted committee called “Internal Complaints Committee” to
ensure safe workplace environment, which covers all employees whether permanent,
contractual, trainees, temporary etc.
The company policy against Sexual Harassment of woman at workplace is available on the
website of the Company at the
https://www.smautostamping.com/investors/Material-Policy/Prevention-of-Sexual-Harrassment-Policy.pdf
Annual Report on Sexual Harassment Policy for the period 1st April, 2024 to 31st March,
2025, is annexed to the Board's Report as Annexure VIII.
43. HUMAN RESOURCE DEVELOPMENT:
Our Company considers its employees as a valuable resource and ensures the strategic
alignment of human resource practices to business priorities and objectives. The Company
has a
HR policy which emphasizes the need of attaining organizational goals through
individual growth and development. The Company always strives to rejuvenate competence
through training and personal development across its workforce, employees, staff which
excels them for higher engagement and exposure to new opportunities through skill
development.
44. CODE OF CONDUCT:
The Code of Conduct of the Company has been approved and adopted by the Board of
Directors of the Company.All Board members and senior management personnel have affirmed
the compliance with the code.
45. PREVENTION OF INSIDER TRADING:
As required under the provisions of SEBI (PIT) Regulations, 2015, the Board of
Directors has adopted a code of conduct for prevention of Insider Trading. The Code of
Conduct is applicable to all the directors and such identified employees of the Company as
well as who are expected to have access to unpublished price sensitive information related
to the Company. The Code lays down guidelines, which advises them on procedures to be
followed and disclosures to be made,while dealing with shares of SM Auto Stamping Limited
and cautions them on consequences of violations also the code is modified from time to
time considering the amendments.
46. POLICY FOR PRESERVATION OF DOCUMENTS:
In accordance with the above Regulation 9 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for
preservation of documents (The Policy) has been framed and adopted by the Board of
Directors of the Company in their Board Meeting to aid the employees in handling the
Documents efficiently. This Policy not only covers the various aspects on preservation of
the Documents, but also the safe disposal/destruction of the Documents.
Hence no Corporate Governance Report is required to be annexed with Annual Report.
47. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF
THE COMPANY:
The Company has obtained a Compliance Certificate in accordance with Regulation 17(8)
of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015 from Mr.
Mukund Narayan Kulkarni, Managing Director and Mr. Vaibhav Bharat Khadke, Chief Financial
Officer (CFO) of the Company. The same is enclosed as Annexure VII of the Board's Report.
48. STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT.
During the year under review the company does not have any women employee hence the
provisions of Maternity Benefit Act does not applicable to the company.
NO OF EMPLOYEES AS ON CLOSURE OF FINANCIAL YEAR
The details of no. of employees as on closure of financial year as below
| Gender of employee |
Number of employees |
| Male |
156 |
| Female |
Nil |
| Transgender |
Nil |
49. ACKNOWLEDGEMENT AND APPRECIATION:
The Directors wish to place on record appreciation and gratitude for all the
co-operation extended by various Government Agencies/Departments, Bankers, Consultants,
Business Associates, and Shareholders, Vendors, Customers etc. The Directors also record
appreciation for the dedicated services rendered by all the Executives, Staff &
Workers of the Company at all levels, for their valuable contribution in the working of
the Company.
| For and on behalf of Board of Directors of |
| SM Auto Stamping Limited |
| Sd/- |
| Mr. Mukund Narayan Kulkarni |
| Chairperson And Managing Director |
| DIN: 00248797 |
| Add:-Alkund Banglow, Krishna Colony Shivaji |
| Nagar,Jail Road, Nashik Road Nashik 422101 |
| MH IN |
| Date:18.07.2025 |
| Place: Nashik |
|