Dear Members,
The Board of Directors are pleased to present Thirty Fifth Annual
Report along with the audited financial statements for the financial year ended March
31,2023.
FINANCIAL RESULTS
The financial performance of the Company on standalone basis for the
year ended March 31,2023 is summarized below:
(Rs. in lacs except per share data)
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
47,470 |
29,382 |
Other Income |
280 |
239 |
Total Income |
47,750 |
29,621 |
Operating Costs |
45,159 |
31,537 |
Profit Before Depreciation, Interest, Exceptional Items
and Tax (PBDIT) |
2,591 |
-1,916 |
Depreciation & Amortization Expense |
1,360 |
933 |
Profit before Interest, Exceptional Items and Tax |
1,231 |
-2,849 |
Interest |
633 |
400 |
Exceptional Items |
- |
- |
Profit before Tax (PBT) |
598 |
-3,249 |
Tax Expense |
158 |
-762 |
Profit after Tax (PAT) |
440 |
-2,487 |
Other Comprehensive Income |
2 |
43 |
Total Comprehensive Income for the period |
442 |
-2,444 |
Opening Balance in Profit and Loss Account |
23,157 |
25,601 |
Balance carried to Balance Sheet as Retained Earnings |
23,599 |
23,157 |
Earnings per Share (Rs.) |
2.00 |
-11.33 |
FINANCIAL REVIEW AND HIGHLIGHTS
During the financial year 2022-23, the performance of the company has
improved and the Company could successfully achieved the positive year-end results. The
highlights of the standalone financial statements for the year are as under:
The Company sold 25,549 vehicles in FY 2022-23 in compare to
16,061 in previous year. Thus, sale of the Company increased by 59.07%.
The Company has achieved total revenue from operations of
Rs.47,470 Lacs in FY 2022-23 in compare to Rs.29,382 Lacs in FY 2021-22. Thus it is
increased by 61.56%.
Export revenue of the Company increased to Rs.4,098 Lacs in
compare to Rs. 2,562 Lacs in Previous year. Thus it is increased by 59.95%
Profit before depreciation, interest and tax reached to Rs.2,591
Lacs against the loss of Rs.1,916 Lacs in previous year.
Profit before taxes reached to Rs.598 Lacs compare to loss
before tax of Rs.3,249 Lacs in previous year.
Net Profit after tax reached to Rs.440 Lacs compare to net loss
after tax of Rs.2,487 Lacs previous year.
The highlights of consolidated results with performance of associate
and subsidiary company are described in this report separately.
DIVIDEND
Considering the future need of the fund for business operations of the
Company, the Board of Directors of the Company does not declare dividend for the year
ended March 31,2023.
CAPITAL STRUCTURE AND PREFERENTIAL ISSUE OF WARRANTS
Upon receipt of necessary approvals of the members of the Company,
stock exchanges, the Company has issued made a preferential issue of warrants of Rs.115
Crore during the year. Upon receipt of an amount aggregating to Rs.28.75 Crore, being 25%
of the total consideration payable ("Warrant Subscription Price"), the
Securities Allotment Committee of the Board of Directors of the Company at its meeting
held on November 15, 2022 allotted 58,08,080 Fully Convertible Warrants
("Warrants") to Shri Jayantibhai J Chandra, M/s. Khushbu Auto Private Limited
and Mr. Vijay K Kedia (collectively called the "Allottees") on preferential
issue basis with a right to the warrant holders to apply for and be allotted 1 (one)
equity share of Rs.5/- each of the Company at an issue price of Rs.198/- per share
(including premium of Rs.193/- per share) for each warrant, within a period of eighteen
months from the date of allotment of the said warrants in compliance with the provisions
of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
During the year under review, the paid up share capital increased from
Rs.10,97,16,000/- (Rupees Ten Crore Ninety Seven Lac Sixteen Thousand Only) divided into
2,19,43,200 equity shares of Rs.5/- each to Rs.11,93,96,135/- (Rupees Eleven Crore Ninety
Three Lac Ninety Six Thousand One Hundred and Thirty Five Only) divided into 2,38,79,227
upon allotment of 19,36,027 equity shares against receipt of exercise price aggregating to
Rs.28.75 Crore on 19,36,027 warrants. Further, the Securities Allotment Committee of Board
of Directors of the Company at its meeting held on June 26, 2023 allotted 21,71,717 equity
shares against receipt of exercise price aggregating to Rs.32.25 Crore on 21,71,717
warrants. Thus, the Company has received Rs.89.75 Crore out of preferential issue of
Rs.115 Crore and the remaining amount is expected to be received soon.
The equity shares allotted upon conversion of the warrants, shall rank
pari passu in all respects with the existing equity shares of the Company.
As on March 31, 2023, the company's authorised share capital was
Rs.15,00,00,000/- (Rupees Fifteen Crores Only) divided into 3,00,00,000 (Three Crore only)
equity shares of Rs.5/- (Rupees Five only) each. During the year under review, there is no
change in authorized share Capital.
There is no change in share capital of the Company during the year
except mention above.
CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as "Listing
Regulations") and applicable provisions of the Companies Act, 2013 read with the
rules issued thereunder, the Consolidated Financial Statements of the Company for the
financial year 2022-23 have been prepared in compliance with applicable Accounting
Standards and on the basis of audited financial statements of the Company and its
subsidiary companies, as approved by the respective Board of Directors.
In accordance with Section 136 of the Act, the financial statements,
including consolidated financial statements, if any, auditor's report and every other
document required by law to be annexed or attached to the financial statements are
available for inspection at Registered Office of the Company during business hours on all
days except Saturdays, Sundays and public holidays upto the date of the AGM. Any member
desirous of obtaining a copy of the said financial statements may write to the Company
Secretary at the Registered Office of the Company. The financial statements including
consolidated financial statements of subsidiaries and all other documents required to be
attached to this report have been uploaded on the website of the Company at
https://atulauto.co.in/subsidiaries-reports.aspx
PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINTVENTURES
Pursuant to provisions of Section 129(3) of the Act read with Rule 5 of
the Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial statements of the Company's subsidiaries, Associates and Joint Ventures in Form
AOC-1 is attached to the consolidated financial statements.
During the year under review, there are no companies which have become
or ceased to be its Subsidiaries, joint ventures or associate companies. The Company does
not have any Associate Company or Joint Venture. The performance of subsidiary companies
during financial year 2022-23 are as under:
Khushbu Auto Finance Limited
Khushbu Auto Finance Limited ("KAFL") a Non-Banking Finance
Company categorized as Investment and Credit Company (NBFC- ICC), earlier Asset Finance
Company (AFC) is wholly owned subsidiary of the Company. KAFL is primarily in the business
of financing of three-wheelers of Atul Auto Limited and two- wheelers of various brands.
KAFL provides the finance to the customers of Atul Auto Limited in the regions where other
financers are not available.
With more than 20% growth in business, FY 2022-23 has been a remarkable
year for KAFL. The revenue from financing activities showed a strong growth of 20% and the
bottom line for reflected a significant increase of 140% with profit of Rs.389 lakhs.
With COVID effect averaging out in market, total disbursement for FY
22-23 stood at Rs.116.51 Crore.
KAFL has opened 17 new location in the year 22-23 covering a total of
12 states resulting in presence at total 53 locations at the end of the year.
As per explanation provided under the Regulation 24 of the SEBI
(Listing Obligations and Disclosure Requirements) regulations, 2015, the term
"material subsidiary" shall mean a subsidiary, whose income or net worth exceeds
twenty percent of the consolidated income or net worth respectively, of the listed entity
and its subsidiaries in the immediately preceding accounting year. KAFL, wholly owned
subsidiary of the Company is to be considered as unlisted material subsidiary since
net-worth of KAFL is more than 20% of net-worth of the Company as on March 31,2022.
Smt. Aarti J Juneja (DIN: 06872059), Independent Director of the
Company is Director of KAFL in compliance with regulation 24 of the SEBI Listing
Regulations.
Atul Green Automotive Private Limited
Atul Green Automotive Private Limited is wholly owned subsidiary of the
Company. It is in the business of sales of spare parts of Atul vehicles to certain
international markets.
The Investment in share capital of Atul Green Automotive Private
Limited was Rs.45 Lacs as on March 31,2023. Its revenue during the year was Rs.114 Lacs
and earned after tax profit of Rs.7 Lacs.
Atul Greentech Private Limited
Atul Greentech Private Limited ("AGPL"), incorporated in the
year 2020 is in the business of electric three wheelers as well as electric vehicle spares
and parts including battery packs, battery management system, battery charger etc. for the
purpose of L5 Category electric vehicles of Atul Auto Limited and various other
applications and electric motor vehicles.
At the end of financial year 2022-23, the investment in share capital
of AGPL was Rs.999.99 Lacs. In the month of May 2022, AGPL has raised Rs.15 Crore by way
of allotment of 25,00,000 equity shares of Rs.10/- each at a price of Rs.60/- each
(evaluated by Registered Valuer) on private placement basis to the shareholder/s other
than the Company including Mr. Vijay K Kedia, Non-Executive Director of the Company.
Post-allotment, the Company holds eighty percent stake in AGPL.
AGPL announced its foray into the electric space with the unveiling of
2 electric three-wheelers, Atul Mobili & Atul Energie at the Auto Expo 2023 in New
Delhi. Atul Mobili is a passenger vehicle and Atul Energie is a cargo variant with
distinct looks, robust build quality and powerful performance.
During the year, AGPL has collaborated with Honda Power Pack Energy
India Pvt. Ltd. and Valeo to develop the prototype Cargo and Passenger three wheeler with
the most reliable Honda Mobile Power Pack e: Swap & Valeo powertrain system. AGPL
would launch the e-vehicle after successful completion of field trials. The vehicle with
swapping battery will be equipped with Valeo's integrated compact electric powertrain
system. This world class swappable solution from AGPL will enable our fleet and individual
customers to lower the Total Cost of Ownership and up front capital expenditure.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of the loans given, investment made or guarantee given
pursuant to section 186 of the Companies Act, 2013 and the purpose for which the loan or
guarantee or investment is proposed to be utilized by the recipient of the loan or
guarantee are provided in Note No. 45 to the Standalone Financial Statements. These loan,
guarantee and investments are in compliance with section 186 of the Companies Act, 2013.
No security has been provided during the year 2022-23.
LIQUIDITY
The Company has cash and cash equivalents of Rs.336 Lacs as on March
31,2023. Moreover, the Company has sanctioned working capital facilities Rs.3000 Lacs from
IDBI Bank, Rs.750 Lacs from ICICI Bank and pre/post shipment credit facilities of USD 3.50
Million or equivalent INR from Export Import Bank of India as on March 31,2023 to meet the
liquidity requirement.
TERM DEBT
The company has been sanctioned a term loan of Rs.90 Crore from EXIM
Bank, for part financing the green field project at Bhayla, Dist. Ahmedabad from which the
company has utilised Rs.7500 Lacs as on March 31,2023 only. Out of the proceeds of the
preferential issue, the Company has started pre-payment and the same has been pre-paid in
full in FY 2023-24. Now, it's Debt free company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Jayantibhai J Chandra is liable to retire by rotation at the
ensuing AGM in compliance with the provisions of Section 152 of the Companies Act, 2013
read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the
Articles of Association of the Company and being eligible has offered himself for
reappointment. The Independent Directors of Company are not liable to retire by rotation
as per provisions of section 149(13) of the Companies Act, 2013.
All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section 164 of the Companies
Act, 2013. The Company has received declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under 149(6) of the
Companies Act, 2013 read with Rules issued there under as well as Regulation 16(1)(b) of
the Listing Regulations (including any statutory modification(s) or re- enactment(s) for
the time being in force). The Board is of the opinion that Independent Directors of the
Company hold highest standards of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate Affairs (IICA). Smt. Aarti
Juneja, Shri Mohan Jit Walia and Dr. Jaichander Swaminathan have cleared the test. Shri
Vijay Goel is exempted for passing the test pursuant to third proviso of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
The details of policy on Directors' Appointment, its remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under subsection (3) of section 178; and performance
evaluation has been described in detail in the report on Corporate Governance of the
Company which forms and integral part of the report.
During the year under review, the first term of Shri Mohan Jit Walia
and Shri Jaichander Swaminathan as Independent Directors of the Company has been completed
on August 09, 2022 and August 25, 2022 respectively and as they further qualifies and
being eligible, on the recommendations of the Nomination and Remuneration Committee of the
Company, the Board of Directors has reappointed Shri Walia by passing the resolution
through circulation on August 08, 2022 and Shri Swaminathan at its Meeting held on August
13, 2022, for three more years i.e. upto August 08, 2025 and August 24, 2025 respectively
and the same has been approved by shareholders at its Thirty Fourth Annual general Meeting
held on September 27, 2022.
Further, the Board at its meeting held on August 11, 2023 has accepted
the Resignation of Shri Vijay Kumar Goel (DIN: 05014980) from the post of Independent
Director w.e.f. close of business hours on June 02, 2023 in compliance with section 168 of
the Companies Act, 2013 and to fill this casual vacancy, the Board, on the recommendations
of Nomination and Remuneration Committee, appointed Shri Gurudeo M Yadwadkar (DIN:
01432796) as Additional Independent Director with effect from August 11, 2023 and it is
proposed to regularize him in ensuing Annual general Meeting of the Company. The Company
has, in terms of Section 160(1) of the Act, received in writing a notice from Member,
proposing his candidatures for the office of Independent Director. His brief profile is
annexed to the notice of AGM.
The Board at its meeting held on May 20, 2023 appointed Shri
Jayantibhai J Chandra as Chairman and Whole-time Director (DIN: 00057722) (Holding the
position of Chairman and Managing Director) with effect from June 01, 2023 and appointed
of Shri Neeraj J Chandra as Managing Director (DIN: 00065159) (Holding the position of
Whole-time Director) with effect from June 01, 2023. The company has issued the postal
ballot notice dated July 13, 2023 for seeking approval of shareholders for the said
appointments.
There was no change in the Key Managerial Personnel during the year
except mentioned above.
NUMBERS OF MEETINGS OF BOARD
The Board met six times during financial year 2022-23, the details of
which are provided in the Corporate Governance Report. The gap between any two meetings
was within the period prescribed by the Act and the SEBI Listing Regulations.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees as on March
31,2023:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders' Relationship Committee
d. Risk Management Committee
e. Securities Allotment Committee
As the liability for CSR for FY 2022-23 for the Company was
Rs.14,13,487/-, the Board of directors at its meeting held on May 27, 2022 dissolved the
CSR Committee. The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
PERFORMANCE EVALUATION
The Nomination and Remuneration Policy of the Company empowers the
Nomination and Remuneration Committee to formulate a process for evaluating the
performance of Individual Directors, Committees of the Board and the Board as a whole.
In terms of the requirement of the Companies Act, 2013 and the SEBI
Listing Regulations, an annual performance evaluation is undertaken. The details of the
evaluation process, parameters etc. are set out in the Corporate Governance Report which
forms a part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act,
2013, the Directors, based on the information and representations received from the Board
of Directors confirm that:
a. in the preparation of the annual accounts for the financial year
ended March 31, 2023, the applicable accounting standards had been followed and there are
no material departures from the same;
b. they have 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 March 31,2023 and of
the Profit of the company for that period;
c. they have 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 this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and are operating
effectively during the financial year ended March 31,2023; and
f. they had devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and operating effectively
throughout the financial year ended March 31,2023.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this
report and gives details of the overall industry structure, economic developments,
outlook, operational performance and state of affairs of your Company.
CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with certificate from the Auditors on its compliance
forms an integral part of this report.
AUDITORS AND AUDITORS' REPORT Statutory Auditors
M/s. Maharishi & Co., Chartered Accountants (ICAI Firm Registration
No. 124872W) ("Existing Auditors") were appointed as statutory auditors of the
Company at Thirty Fourth AGM to hold office upto thirty ninth AGM of the Company to audit
the financial statements from FY 2022-23 to FY 2026-27. They have confirmed that they are
not disqualified from continuing as Auditors of the Company. The peer review certificate
of M/s. Maharishi & Co. is valid upto May 31,2025.
The Auditors' Reports for the financial year ended March 31,2023 on the
financial statements (Standalone and consolidated) of the Company is a part of Annual
Report. The auditors' report does not contain any qualification, reservation or adverse
remark.
During the year under review, the tenure of five year as Statutory
Auditors of the Company has been completed by M/s. Kamlesh Rathod & Associates,
Chartered Accountants (ICAI Firm Registration No. 117930W) on the conclusion of the thirty
forth AGM of the Company held on September 27, 2022.
Secretarial Auditors
The Board of Directors of the Company at its Meeting held on May 20,
2023 has appointed CS Hardik Hudda (ICSI Membership No.: A39621, CP No.:14697), Proprietor
of M/s. Hardik Hudda & Associates in whole time practice having valid peer review
certificate No.1805/2022 to undertake the Secretarial Audit of the Company for the
financial year 2022-23. The Secretarial Audit Report for the financial year ended March
31, 2023 is set out in Annexure [A] to this report. Further, the Secretarial Audit Report
for the financial year ended March 31, 2023 of Khushbu Auto Finance Limited (Material
Unlisted Subsidiary of the Company) is set out in Annexure [B] to this Report as per
requirement of regulation 24A of the SEBI Listing Regulations. The secretarial auditors'
report does not contain any qualification, reservation or adverse remark except
non-appointment of internal auditors which have been appointed now.
The Company is not required to get its cost records audited for the
financial year 2022-23.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
Officers or Employees to the Audit Committee or Central Government under section 143(12)
of the Companies Act, 2013, details of which needs to be mentioned in this Report.
INTERNAL FINANCIAL CONTROLS
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to the 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 disclosures.
RELATED PARTY TRANSACTIONS
All transactions entered with related parties for the financial year
2022-23 were on arm's length basis and in the ordinary course of business and that the
provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder are
not attracted. Thus, disclosure in Form AOC-2 in terms of Section 134 of the Companies
Act, 2013 is not required. Further, there is no material transaction with any related
party during the year under review. The Company complies with the policy on related party
transactions while identification and monitoring it.
All transactions with related parties were reviewed and approved by the
Audit Committee and are in accordance with the Policy on
Related Party Transactions formulated by the Company. There are no
materially significant related party transactions that may have potential conflict with
interest of the Company at large.
During the year, the Company has obtained the approval of the
shareholders through postal ballot on April 22, 2023 to material related party
transactions with Atul Greentech Private Limited, Subsidiary of Company (i) to provide/
extend guarantee to lending banks/ financial institutions up to a maximum aggregate amount
which shall not exceed Rs.125 Crore at any point of time during the period of five years
w.e.f. FY 2023-24 and (ii) to sale/ supply of goods and rendering of services including
jobwork up to a maximum aggregate amount Rs.125 Crore during a financial year 2023-24 with
an increase of 25% on the previous year limit year on year upto FY 2027-28.
All related party transactions are placed before the Audit Committee as
also to the Board for review and approval. Omnibus approval of the Audit Committee was
obtained for transactions which are of repetitive nature. Transactions entered into
pursuant to omnibus approval are reviewed by Audit Committee and a statement giving
details of all related party transactions are placed before the Audit Committee and the
Board for review on a quarterly basis. The Company has made necessary modifications to the
said policy in line with the amendments introduced by the SEBI (Listing Obligations and
Disclosure Requirements) (Sixth Amendment) Regulations, 2021.
The details of the related party transactions as per Indian Accounting
Standards (Ind AS) - 24 are set out in Note No. 41 to the Standalone Financial Statements
of the Company.
ANNUALRETURN
The Companies (Management and Administration) Amendment Rules, 2020 has
done away the requirement of attaching extract of Annual Return in Form MGT-9 to Board's
Report. The annual return in Form MGT-7 as required under Section 92(3) of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014
is available on the website of the Company at https://atulauto.co.in/subsidiaries-
reports.aspx
EMPLOYEE AND RELATED DISCLOSURES
The remuneration paid to the Directors is in accordance with the
Nomination and Remuneration Policy formulated in accordance with Section 178 of the
Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory
modification(s) or re-enactment(s) for the time being in force).
During FY 2022-23, there was no such employee in the Company who
employed throughout the year and was in receipt of remuneration of not less than one crore
and two lakh rupees or not less than eight lakh and fifty thousand rupees per month if
employed for a part of the financial year. Further, there is no such employees who was in
receipt of remuneration in excess of drawn by the managing director or whole-time director
or manager and holds by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company.
Details of top ten employee as per Rule 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available
at the Registered Office of the Company during working hours, 21 days before the Annual
General Meeting and shall be made available to any Shareholder on request. Such details
are also available on your Company's website
https://atulauto.co.in/subsidiaries-reports.aspx
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure
[C].
CORPORATE SOCIAL RESPONSIBILITY
The Company has always laid emphasis on progress with social
commitment. We believe strongly in our core values of empowerment and betterment of not
only the employees but also our communities. Following this principle, the Company had
laid the foundation of a comprehensive approach towards promoting and facilitating various
aspects of our surrounding communities. The Company has undertaken projects in the area
Eradicating Hunger and Poverty. These projects are in accordance with Schedule VII of the
Companies Act, 2013 and the Company's CSR policy. The Report on CSR activities which is
reviewed by the Board at its meeting held on May 20, 2023 as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure [D] and forms
an integral part of this Report.
The Board of directors at its meeting held on May 27, 2022 dissolved
the CSR Committee with immediate effect in compliance with section 135 of the Companies
Act, 2013.
The Board has approved a policy for Corporate Social Responsibility and
same has been uploaded on the website at
https://atulauto.co.in/corporate-governance-reports.aspx.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, as part of vigil
mechanism to provide appropriate avenues to the Directors and employees to bring to the
attention of the management any issue which is perceived to be in violation of or in
conflict with the Internal Rules/ Code of Conduct of the Company. The details of the same
have been described in more depth in Corporate Governance Report.
The Company has established system for reporting, investigation and
suitable action in line with the whistle blower policy. The whistle blower Policy is also
available on Company's website at weblink https://atulauto.co.in/corporate-governance-
reports.aspx.
CREDIT RATING
During the year under review, CRISIL Limited, the Credit Rating Agency,
has assigned CRISIL BBB+/Negative (Downgraded from 'CRISIL A-/Stable') to long term bank
facilities and CRISIL A2 (Downgraded from 'CRISIL A2+') to short term bank facilities of
the Company. Further, CRISIL Limited, the Credit Rating Agency, has assigned CRISIL
BBB+/Stable (Outlook revised from 'Negative'; Rating Reaffirmed) to long term bank
facilities and CRISIL A2 (Reaffirmed) to short term bank facilities of the Company vide
its letter dated August 02, 2023.
Further, CRISIL Limited has also withdrawn its rating on the Rs.71.46
crore long-term bank facility on the request of the company as the same has been paid in
full. This is in line with the withdrawal policy of CRISIL Ratings.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars of conservation of energy, research and development,
technology absorption and foreign exchange earnings and outgo in terms of Section 134 of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the year ended
March 31,2023 are annexed to this report as Annexure [E].
RISK MANAGEMENT
Risk management is embedded in your Company's operating framework. Your
Company believes that managing risks help in maximizing returns. The Company's approach to
addressing business risks is comprehensive and includes periodic review of such risks and
a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board of Directors.
The Company has Risk Management Committee with the following Members as
on March 31,2023:
Mahendra J Patel |
Member |
Neeraj J Chandra |
Member |
Jaichander Swaminathan |
Member |
Hiren V Patel |
Member |
Some of the risks that the Company is exposed to are: Financial Risk,
Commodity Price Risk, Regulatory Risk, Human Resource Risk, Strategic Risk, Pandemic Risk
etc.
SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval given on April 10, 2015 by the Central
Government to the Secretarial Standards specified by the Institute of Company Secretaries
of India (ICSI), the Secretarial Standards on Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2) came into effect from July 1, 2015. The Company is in
compliance with the same.
INDIAN ACCOUNTING STANDARDS
The Company adopted Indian Accounting Standards (Ind AS) from April 1,
2017. Accordingly, the financial statements have been prepared in compliance with Ind AS
as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified
under section 133 of the Act and other relevant provisions of the Act. In the preparation
of financial statements, no treatment which is different from that prescribed in an
Accounting Standard has been followed.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with applicable provisions of the Companies Act, 2013
read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund ) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be
transferred by the Company to IEPF, after completion of seven (7) years. Further,
according to IEPF Rules, the shares on which dividend has not been claimed by the
shareholders for seven (7) consecutive years or more shall be transferred to the demat
account of the IEPF Authority. The details relating to amount of dividend transferred to
IEPF is provided in the General Shareholders Information section of this Annual Report.
OTHER DISCLOSURES
Few statutory disclosures the Company is required to do are as under:
The Board of Director of the Company has not proposed any amount
for transfer to the reserve for the financial year ended March 31,2023.
During the year under review, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force).
The phase-II of Bhayla (Dist. Ahmedabad) Plant has been
commenced.
The Company has not paid any commission to any of its Directors
and hence, provision of disclosure of commission paid to any Director as mentioned in
Section 197(14) is not applicable.
The Managing Director of the Company has not received any
remuneration or commission from any of Company's subsidiaries;
There has been no instance of any revision in the Board's Report
or the financial statement under Section 131(1) of the Act.
During the year under review, there were no complaints/ cases
filed/ pending/ disposed-off pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Company has complied with the
provisions relating to the constitution of Internal Complaints Committee and other
provisions under the said Act.
No application made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 during the financial year ended March 31,2023.
No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status and Company's operations in
future.
There have been no material changes/ commitments, affecting the
financial position of the company which have occurred between end of the financial year of
the company to which the financial statements relate and the date of the report. There has
been no changes in nature of business of the Company.
All the recommendations made by the Audit Committee were
accepted by the Board of Directors
The Company does not have any scheme or provision of money for
the purchase of its own shares by employees/ Directors or by trustees for the benefit of
employees/ Directors.
The Dividend Distribution Policy is uploaded on
https://atulauto.co.in/upload/investor- relation/attachment/140/aal_dividend-
distributionpolicy_august-2021.pdf
The details of difference between amount of the valuation done
at the time of one time settlement and the valuation done while taking loan from the Banks
or Financial Institutions along with the reasons thereof - Not Applicable
APPRECIATION
Your Directors wish to convey their gratitude and place on record their
appreciation for all the employees at all levels for their hard work, solidarity,
cooperation and dedication during the year.
Your Directors sincerely convey their appreciation to dealers,
shareholders, vendors, bankers, business associates, regulatory and government authorities
for their continued support.
For and on behalf of the Board of |
|
Atul Auto Limited |
|
Neeraj J Chandra |
Mahendra J Patel |
Managing Director |
Whole-time Director & CFO |
DIN: 00065159 |
DIN: 00057735 |
Place: Bhayla (Dist. Ahmedabad) |
|
Date: August 11, 2023 |
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